Share Capital
`During the year, the paid—up equity share capital of your Company
`rose by ?Z.Z million consequent
`to the allotment of 1,112,531
`equity shares of ?Z/— each to eligible employees on exercise of stock
`options under the ‘Lupin Employees Stock Option Plan ZOO3’, ‘Lupin
`Employees Stock Option Plan ZOO5’,
`‘Lupin Subsidiary Companies
`Employees Stock Option Plan ZOO5’, ‘Lupin Employees Stock Option
`°lan 2011’ and ‘Lupin Subsidiary Companies Employees Stock Option
`Dlan 2011’.
`
`Credit Rating
`CRA Limited (ICRA) had assigned the rating ”|CRA A1 +” (pronounced
`’lCRA A one Plus’) for the Company’s short—term credit facilities of
`?131OO million and ”|CRA AA+” (pronounced ’lCRA double A Plus’)
`or long—term credit facilities of ? 1900 million. During the year, ICRA
`upgraded the rating of long—term credit facilities from ”|CRA AA+”
`o ”|CRA AAA" (pronounced ’lCRA triple A’), indicating the highest
`degree of safety regarding timely servicing of financial obligations.
`"he outlook on the long—term rating is ‘Stable’.
`ICRA affirmed the
`rating of ”|CRA A1+” for short—term credit facilities which is the
`highest rating.
`
`ICRA had assigned the rating ”|CRA AA+” to the Company’s Non-
`Convertible Debenture programme of ?1000 million.
`ICRA also
`upgraded the same from ’|CRA AA+’ to ’|CRA AAA’,
`indicating
`the highest degree of safety regarding timely servicing of financial
`obligations. The outlook on the rating is ‘Stable’.
`
`Acquisitions
`further
`inorganic growth for
`In
`its
`strategy to pursue
`accelerating its progress and expanding its presence in se ect
`geographies, the following acquisitions were made: —
`
`Lupin acquired the entire shareholding of Laboratorios G in,
`S.A. de C.V., Mexico,
`(‘Lab Grin’), a 60-year old company
`specializing in opthalmics. Lab Grin was ranked 4“ in
`he
`opthalmics segment
`in the Mexican market, commandng
`11% market share with a CAGR of 10%. It has superior brand
`recognition, an outstanding reputation with the medcal
`community, a state—of—the—art manufacturing facility, highly
`regarded management team and attractive profit margns.
`add
`value
`in
`the
`The
`acquisition would
`opthalhic
`pharmaceutical and opthalmic vision care segments.
`
`TheCompanyheld 60%stakeinPharma Dynamics(Proprietary)
`Ltd., South Africa (Pharma Dynamics), a subsidiary of the
`
`Company. The balance 40% was held by the ’Anley Group’
`which had a ‘Put Option’ to sell
`its stake to the Company.
`The minority shareholders exercised their ‘Put Option’ and
`accordingly, Pharma Dynamics has become a wholly—owned
`subsidiary of the Company as on March 31, 2015. Payment
`under ‘Put Option’ is based on the audited financials as on
`March 31, 2015, reconciliation of the EBIDTA and net cash
`
`as also subject to due diligence. This acquisition represents
`significant foreign investment into South Africa and is a major
`vote of confidence in the business.
`It would add additional
`
`global muscle to the operations of Pharma Dynamics and
`support the next phase of growth for the Company.
`
`Subsidiary Companies/Joint Venture
`As on March 31, 2015, the Company had 23 subsidiaries and
`a joint venture.
`
`On April 23, 2014, the Company through its wholly—owned
`subsidiary entered into a joint venture, YL Biologics Ltd.,
`Japan, with Yoshindo |nc., Japan, for clinical development of
`Biosimilars. Max Pharma Pty Ltd., Australia, was liquidated on
`December 17, 2014.
`
`Pursuantto the first proviso to Section 129(3) of the Companies
`Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts)
`Rules, 2014, the salient features of the financial statements,
`
`performance and financial position of each subsidiary and a
`joint venture is given in Form AOC — 1 as Annexure ‘A’ to this
`Report.
`
`The Company has framed a policy for determining material
`subsidiaries, which has been uploaded on the Company's
`website
`(web
`link:
`http://www.lupin.com/pdf/Policyifori
`determiningimaterialisubsidiaries.pdf).
`
`Management Discussion and Analysis
`A detailed Management Discussion and Analysis forms part of
`this Annual Report.
`
`Corporate Governance
`A Report on Corporate Governance forms part of this Annual
`Report. The Auditors’ certificate certifying compliance with
`the conditions of Corporate Governance under Clause 49 of
`the Listing Agreement is also annexed to this Report.
`
`Business Responsibility Report
`In compliance with Clause 55 of the Listing Agreement, the
`
`Annual Report 2015 | 37
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 38 of 212)
`
`

`
`3usiness Responsibility Report
`Report.
`
`forms part of
`
`this Annual
`
`Corporate Social Responsibility
`_ong before the Corporate Social Responsibility (CSR) concept
`ormally came into vogue, the Company, through its CSR arm,
`_upin Human Welfare and Research Foundation (LHWRF), has
`been promoting numerous sustainable rural development
`programmes across chosen geographies with a view to
`'mprove the human development indices. LHWRF which was
`set up in 1988 has collaborated with various institutions,
`governments,
`individuals, visionaries and domain experts on
`hultiple projects to ensure growth and progress of the rural
`poor.
`
`3ursuantto the provisions of Section 135 ofthe Companies Act,
`2013 read with Companies (Corporate Social Responsibility
`3olicy) Rules, 2014, during the year, the Company ought to
`have spent €396 million on CSR activities. The actual spend
`was €126 million. The Company broadly undertakes the
`ollowing CSR activities: —
`
`- Rural development activities at various locations (including
`local areas near the plants of the Company);
`
`- Learn and Earn programme which is aimed at providing
`opportunity to worthy students who are not financially
`capable of pursuing their graduation; and
`
`- TB detection.
`
`The Board is committed to help the poorest of the poor and
`the marginalised sections of the society at
`large and has
`plans to increase CSR expenses especially in the areas of TB
`detection, medical camps, etc. The Company also intends to
`undertake deeper and sustainable long—term projects such
`as Hospitals or Universities or similar institutions which shall
`increase its CSR spend manifold in the coming years.
`
`to this
`Details of CSR activities are given in Annexure ‘B’
`Report. The policy on CSR as approved by the Board has been
`uploaded on the Company's website www.lupin.com.
`
`Directors’ Responsibility Statement
`Pursuant
`to the provisions of Section 134(3)(c) of
`Companies Act, 2013 (Act), your Directors confirm: —
`
`the
`
`i)
`
`that in the preparation of the annual financial statements
`for
`the year ended March 31, 2015,
`the applicable
`accounting standards have been followed along with
`proper explanations relating to material departures;
`
`ii)
`
`they had selected such accounting policies and applied
`
`38 | Lupin Limited
`
`them consistently and made judgments and estimates that
`are reasonable and prudent so as to give a true and fair
`view of the state of affairs of your Company at the end of
`the financial year March 31,2015 and of the profit of your
`Company for that year;
`
`iii) that proper and sufficient care has been taken for
`the maintenance of adequate accounting records
`in
`accordance with the provisions of the Companies Act,
`2013 for safeguarding the assets of the Company and for
`preventing and detecting fraud and other irregularities;
`
`iv) that the annual financial statements have been prepared
`on a going concern basis;
`
`v)
`
`that they had laid down proper internal financial controls
`and that
`the same are adequate and were operating
`effectively; and
`
`vi) they had devised proper systems to ensure compliance with
`the provisions of all applicable laws and that such systems
`were adequate and operating effectively.
`
`Directors
`
`led by the Board of Directors and a strong
`The Company,
`senior management team, is poised to enter higher orbits of
`growth. In this direction, the Board at its meeting held on May
`13, 2015, re—appointed Dr. Desh Bandhu Gupta, Chairman,
`or a period of five years, effective January 1, 2016, Dr. Kamal
`. Sharma, Vice Chairman, for a period of two years, effective
`September 29, 2015 and Mrs. M. D. Gupta, Executive
`Director, for a period of five years, effective January 1, 2016,
`on such terms and conditions as may be finalised and subject
`o approvals of the Members and such approvals as may be
`necessary.
`
`Dr. Gupta has displayed leadership of exceptionally high
`order and provided the Company, the benefit of his insight
`'nto the pharmaceutical industry, business acumen and vast
`experience. Under his stewardship, the Company has grown
`exponentially and is poised to seek newer heights in the years
`o come. Dr. Sharma has effectively led the team and as
`Vice Chairman,
`is involved in setting vision of the Company,
`building strategy and mentoring the management
`team.
`rs. Gupta is one of the promoters of the Company with
`'ntimate knowledge of the working of the Company, wide
`business experience and expertise.
`
`3ursuant to the provisions of Section 152 of the Companies
`Act, 2013,
`(‘Act’) Ms. Vinita Gupta, Director,
`retires by
`otation at the forthcoming Annual General Meeting and is
`eligible for re—appointment.
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 39 of 212)
`
`

`
`3ursuant to the provisions of Sections 149, 152 read with
`Schedule IV of the Act and Rules made thereunder, Dr. Vijay
`elkar, Mr. R. A. Shah, Mr. Richard Zahn, Dr. K. U. Mada and
`
`r. Dileep C. Choksi are being appointed as Independent
`Directors of the Company for a fresh term of five years by
`passing Special Resolutions. Dr. Kelkar, Mr. Shah, Mr. Zahn,
`Dr. Mada and Mr. Choksi have given declarations that they
`heet the criteria of independence as prescribed under Section
`149(6) of the Act and Clause 49 of the Listing Agreement.
`
`During the year, four Board meetings were held viz. on May 7,
`2014, July 30, 2014, October 28, 2014 and February 3,2015,
`he details of which are given in the Corporate Governance
`Report.
`
`Board Evaluation
`
`n compliance with the provisions of Section 134(3)(p) of
`he Companies Act, 2013, the Board carried out an annual
`evaluation of its own performance and individual directors.
`t also evaluated the performance of the Audit, Nomination
`& Remuneration, Stakeholders Relationship and Corporate
`Social Responsibility Committees. The evaluation inter alia
`covered different aspects viz. composition of
`the Board
`and its Committees, qualifications, experience, expertise,
`leadership qualities, attendance at the meetings, contribution,
`responsibilities shouldered etc.
`In compliance with Clause
`49(1)(D)(2)(i) of the Listing Agreement, the Board monitors
`and reviews the Board evaluation framework.
`
`Audit Committee
`
`The Audit Committee comprises Dr. K. U. Mada, Chairman and
`Mr. Dileep C. Choksi, independent directors, and Dr. Kamal
`K. Sharma, Vice Chairman of the Company. The functions
`performed by the Audit Committee and the particulars
`of meetings held and attendance thereat are given in the
`Corporate Governance Report.
`
`Nomination and Remuneration Policy
`The Company has a Nomination and Remuneration Policy.
`In compliance with the provisions of Sections 134(3)(e)
`and 178 of the Companies Act, 2013 and Clauses 49(II)(B)
`(5) and 49(IV)(B) of the Listing Agreement, the Nomination
`& Remuneration Committee:
`
`formulated criteria for determining qualifications,
`i) has
`positive attributes and independence of a director;
`
`ii)
`
`identifies persons who are qualified to become directors or
`may be appointed in Senior Management in accordance
`
`with criteria laid down and recommend to the Board their
`
`appointment and removal;
`
`iii) recommends to the Board, Policy relating to remuneration
`for directors, KMP and other employees;
`
`iv) has formulated the evaluation criteria for performance
`evaluation of independent directors and the Board;
`
`v) carries out evaluation of every director's performance and
`the Board; and
`
`vi) devises a policy on Board diversity.
`
`Related Party Transactions
`All related party transactions entered into during the financial
`year were on an arm's length basis and in the ordinary course
`of business. No related party transaction was in conflict
`with the interest of the Company. Material
`related party
`transactions were entered into by the Company only with its
`subsidiaries. No materially significant related party transaction
`was made by the Company with the Key Managerial Personnel.
`As prescribed by Section 134(3)(h) of the Companies Act,
`2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014,
`particulars of related party transactions are given in Form
`AOC—2, as Annexure ‘C’ to this Report. The policy on Related
`3arty Transactions as approved by the Board has been
`uploaded on the Company's website www.lupin.com and
`web link for which is http://www.lupin.com/pdf/POLICY-
`?ELATED_PARTY_TRANSACl'lONS.pdf.
`
`Risk Management
`the
`the Listing Agreement,
`n terms of Clause 49(VI) of
`Board constituted a Risk Management Committee. The details
`of the Committee and its terms of reference are set out in
`
`he Corporate Governance Report. Ernst & Young LLP were
`appointed to assist the Company in implementing the Risk
`anagement framework in a formal manner.
`
`We are pleased to inform you that your Company has been
`awarded ‘Firm of the Year’ in the pharmaceutical sector at
`the India Risk Management awards by ICICI Lombard and
`CNBC — TV18.
`
`Particulars of loans/guarantees/investments/securities
`the
`Pursuant
`to the provisions of Section 134(3)(g) of
`Companies Act, 2013 (Act), particulars of loans/guarantees/
`investments/securities given under Section 186 of the Act are
`given in the notes to the Financial Statements forming part of
`the Annual Report.
`
`Annual Report 2015 | 39
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 40 of 212)
`
`

`
`Conservation of Energy, Technology Absorption and
`Foreign Exchange Earnings and Outgo
`The particulars as prescribed by Section 134(3)(m) of the
`Companies Act, 2013 read with Rule 8 of the Companies
`(Accounts) Rules, 2014 relating to conservation of energy,
`technology absorption and foreign exchange earnings and
`outgo are given in Annexure ‘D’ to this Report.
`
`Human Resources
`
`In
`Human Resources are invaluable assets of the Company.
`the survey conducted by ‘Great Place to Work®’ and ‘The
`Economic Times’, for four years in a row, your Company has
`been rated amongst the TOP TWO ‘Best Companies to Work
`for in the Biotechnology and Pharmaceutical Sector‘. It also
`achieved the distinction of being included in the list of India's
`TOP 50 Best Companies to Work for across all
`industries
`for the last two years. This recognition is a true testimony
`of superior people practices, pride of the employees as also
`overall employee orientation. The Company firmly believes that
`people are its most valued resource and their efficiency plays
`a key role in achieving set goals and building a competitive
`work environment. The Company regularly conducts several
`programmes across various levels which include development
`programmes and employee—friendly policies,
`in order
`to
`attract, retain and develop best available talents.
`
`Employees Stock Options
`Pursuant to the provisions of the Securities and Exchange
`Board of India (Share—Based Employee Benefits) Regulations,
`2014, the details of stock options granted by the Company
`during the year ended March 31, 2015 are given in
`Annexure ‘E’ to this Report.
`
`Vigil Mechanism/\Nhist|eb|ower Policy
`In compliance with the provisions of Section 177(9) of the
`Companies Act 2013 read with Rule 7 of the Companies
`(Meetings of Board and its Powers) Rules, 2014 and Clause
`49(II)(F) of the Listing Agreement, your Company has in place
`a ‘Whistleblower Policy,’ which provides an opportunity to
`the directors and employees to raise concerns about unethical
`and improper practices or any other wrongful conduct in or
`in relation to the Company. The details of the Whistleblower
`Policy are stated in the Corporate Governance Report and
`the said Policy has been uploaded on the Company's website
`www.lupin.com.
`
`Particulars of Employees
`Particulars of employees required to be furnished pursuant to
`
`40 | Lupin Limited
`
`the provisions of Section 197 of the Companies Act, 2013
`(Act), read with Rule 5 of the Companies (Appointment and
`Remuneration of Managerial Personnel) Rules, 2014 are given
`as an Annexure to this Report. However, pursuant to the
`provisions of Section 136 of the Act, the Report and Accounts
`are being sent to all
`the Members excluding the aforesaid
`Annexure. Members, who are interested in the information,
`
`may write to the Company Secretary at the registered office
`of the Company.
`
`The statement of particulars of appointment and remuneration
`of managerial personnel pursuant to Rule 5 of the Companies
`(Appointment and Remuneration of Managerial Personnel)
`Rules, 2014 are given in Annexure ‘F’ to this Report.
`
`Auditors
`
`At the 32“ Annual General Meeting (AGM), the Members
`appointed Deloitte Haskins & Sells LLP, Chartered Accountants,
`as Statutory Auditors of the Company, for a period of two
`years till the conclusion of the 34“ AGM, subject to ratification
`by the Members at the 33”’ AGM.
`
`Pursuant to the provisions of Sections 139(1) and 141 of
`the Companies Act, 2013 (Act), the Company has received a
`Certificate from Deloitte Haskins & Sells LLP, certifying that if
`they are appointed as Auditors, their appointment would be
`as per the conditions prescribed by the said Sections.
`
`Pursuant to the provisions of Section 139 of the Act read with
`Rule 6 of the Companies (Audit and Auditors) Rules, 2014,
`the Members will ratify the appointment of Deloitte Haskins
`& Sells LLP, as Statutory Auditors of the Company, from the
`conclusion of the 33”’ AGM till
`the conclusion of the 34“
`
`AGM or any adjournment thereof.
`
`Internal Audit
`
`Ernst & Young LLP, Mumbai, are the Internal Auditors of the
`Company. During the year, the Company appointed KPMG to
`conduct internal audit of a few ofits internationalsubsidiaries.
`
`The Company has also appointed local Chartered Accountants
`firms as
`Internal Auditors to conduct audit of Carrying
`& Forwarding Agents and Central Warehouses.
`
`Cost Auditors
`
`Pursuant to the provisions of Section 148 of the Companies
`Act, 2013 read with the Companies (Cost Records and Audit)
`Amendment Rules, 2014, the cost audit records are required
`to be audited. Your Directors, on the recommendation of the
`
`Audit Committee, appointed Mr. S. D. Shenoy, practising Cost
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 41 of 212)
`
`

`
`Accountant (FCMA, Membership No.8318), to audit the cost
`accounts of the Company for the financial year 2015 -16 on
`a remuneration of €500,000/— plus applicable taxes and out
`of pocket expenses.
`In terms of Rule 14 of the Companies
`(Audit and Auditors) Rules, 2014, the remuneration payable
`to the Cost Auditor is required to be ratified by the Members.
`Accordingly, a Resolution seeking ratification by the Members
`for the remuneration payable to Mr. Shenoy has been included
`in the Notice convening the 33”’ Annual General Meeting.
`
`Pursuant to Rule 5 of the Companies (Cost Audit Report)
`Rules, 2011,
`the Cost Audit Report
`(in XBRL mode)
`for
`‘Pharmaceutical Products’ and ‘Prepared Food Products’,
`for the year ended March 31, 2014, was filed with the
`Central Government on September 24, 2014, well within the
`prescribed time.
`
`Secretarial Audit
`
`Pursuant to the provisions of Section 204 of the Companies
`Act, 2013 and Rule 9 of the Companies (Appointment and
`Remuneration of Managerial Personnel) Rules, 2014,
`the
`Company appointed Ms. Neena Bhatia, Company Secretary in
`Practice, to undertake the Secretarial Audit of the Company.
`
`The Secretarial Audit Report is given in Annexure 'G" to this
`Report. There is no qualification in the said Report.
`
`Extract of Annual Return
`
`Pursuant to the provisions of Section 92 (3) of the Companies
`Act, 2013, extract of the Annual Return in Form MGT—9 is
`
`given in Annexure ‘H’ to this Report.
`
`Acknowledgements
`Your Directors commend all employees of the Company
`for
`their hard work, continued dedication, commitment
`
`and significant contributions. Your Directors also wish to
`express their gratitude to the Central and State governments,
`members, analysts, banks,
`financial
`institutions, business
`associates, customers, medical professionals, distributors and
`suppliers, for their continued and whole—hearted support.
`For and on behalf of the Board of Directors
`
`Dr. Desh Bandhu Gupta
`Chairman
`
`Mumbai, May 13,2015
`
`Annual Report 2015 | 41
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 42 of 212)
`
`

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`
`42 | Lupin Limited
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 43 of 212)
`
`
`
`

`
`Notes:
`
`1)
`
`_upin Mexico S.A. de C.V., Mexico, Lupin Healthcare Limited, lndia, Generic Health SDN. BHD., Malaysia, Lupin Middle East FZ—LLC, U.A.E., Lupin Farmaceutica
`Do Brasil LTDA, Brazil have not yet commenced commercial opeartions.
`
`2) Max Pharma Pty Limited, Australia was liquidated w.e.f. December 17,2014.
`3’, "he shares of Lupin Pharmaceuticals Inc., U.S.A. are held by Lupin lnc., U.S.A. (97 %) and Lupin Limited (3 %).
`4) "he entire shareholding in Lupin Pharma Canada Limited, Canada, Generic Health Pty Limited, Australia, Pharma Dynamics Pty Limited, South Africa, Lupin Mexico
`S.A. de C.V., Mexico, Kyowa Pharmaceutical Industries Co., Limited, Japan, Hormosan Pharma GmbH, Germany, Generic Health SDN. BHD., Malaysia, Lupin
`=armaceutica do Brasil LTDA, Brazil (formerly known as Farma World lmportacao E Exportacao De Medicamentos Ltda— EPP, Brazil) and Lupin Philippines lnc.,
`3hilippines are held by Lupin Holdings B.V., Netherlands, the wholly—owned subsidiary of the Company.
`
`_upin Holdings B.V.,Netherlands, the wholly—owned subsidiary of the Company holds 51% shares of Multicare Pharmaceutical Philippines lnc., Philippines.
`5)
`21 "he shares of Bellwether Pharma Pty Limited, Australia are held by Generic Health Pty Limited, Australia, a whollly—owned subsidiary of the Company.
`
`7) "he shares of Kyowa Criticare Co., Limited, Japan (formerly known as l'rom Pharmaceutical Co., Limited) are held by Kyowa Pharmaceutical Industries Co., Limited,
`apan, a whollly—owned subsidiary of the Company.
`
`8) "he entire shareholdings in Lupin lnc., U.S.A., Lupin GmbH, Switzerland, Nanomi B.V., Netherlands and Laboratorios Grin S.A. de C.V., Mexico are held by Lupin
`Atlantis Holdings SA, Switzerland, the wholly—owned subsidiary of the Company.
`
`For and on behalf of the Board of Directors
`
`Dr. Desh Bandhu Gupta
`Chairman
`
`Mumbai, May 13, 2015
`
`Ramesh Swaminathan
`ChiefFinancia/ Officer
`
`R. V. Satam
`Company Secretary
`
`Part ‘B’ Associates and Joint Ventures
`
`Statement pursuant to Section 129(3) of the Companies Act, 2013 related to associate companies and
`joint ventures.
`
`Name of the Joint Venture
`1) Latest Audited Balance Sheet Date
`
`2) Shares of the Joint Venture held by the Company on the year end * (Refer note below)
`Number
`Amount of investment in the Joint Venture
`
`Extent of Holding %
`3) Description of how there is significant influence
`4) Reason why the joint venture is not consolidated
`5) Networth attributable to Shareholding as per latest audited Balance Sheet
`6) Profit/Loss for the year (from April 23, 2014 to March 31, 2015)
`
`(i) Considered in Consolidation (after inter company adjustment)
`(ii) Not Considered in Consolidation
`
`R in million)
`
`YL Biologics Limited, Japan
`March 31, 2015
`
`450 Common Shares of JPY Nil
`33.0
`
`45%
`N.A.
`N.A.
`33.1
`
`(93.4)
`12.6
`
`* Note: Shares are held by Lupin Atlantis Holdings SA, Switzerland, a wholly—owned subsidiary of the Company.
`
`For and on behalf of the Board of Directors
`
`Dr. Desh Bandhu Gupta
`Chairman
`
`Mumbai, May 13,2015
`
`Ramesh Swaminathan
`Chief Financial Officer
`
`R. V. Satam
`Company Secretary
`
`Annual Report 2015 | 43
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 44 of 212)
`
`

`
`ANNEXURE ’B’ TO
`
`THE DIRECTORS’ REPORT
`
`ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES PURSUANT TO
`
`RULE 8 OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014.
`
`1. A brief outline of the Company's CSR policy, including
`overview of projects or programs proposed to be
`undertaken and reference to the web-link to the CSR
`_
`_
`Policy and projects or programs.
`
`The CSR Policy aim’ at
`- Building and replicating sustainable, evolving, dynamic
`models of soc'al, economic, infrastructure and natural
`
`calamities and provide
`rehabilitation support.
`
`relief,
`
`reconstruction and
`
`- Setting up deeper sustainable institutional projects for
`the long—term welfare of the nation.
`
`Weblink: http://www.lupin.com/pdf/LupinCSR—Policy.pdf.
`
`2- Tne C°m|0°5iti°n 0t tne CSR Cemmitteei
`
`resource development models of macro, micro and
`
`i)
`
`Dr, Desh Bandhu Gupta —Cha//‘man
`
`mini scales in partnership with government bodies and
`other stakeho ders at national, regional, district, block
`.
`andvlllagelever
`
`- Providing servces and solutions to address social issues
`with highest social priority for the poor, marginalized
`and
`under—p ivileged
`in
`line with the
`business
`philosophy of providing affordable medicines for most
`prevalent diseases,
`
`that would
`- Planning and executing programmes
`benefit the communities in and around Company's
`
`work—sites, factory and plant locations and adopted—
`areas with low Human Development lndices — scores in
`order to enhance the quality of life of the community
`in general and the poor in particular.
`
`- Act as a catalyst, integrating diverse resources through
`direct intervention and social
`investment, to address
`the immediate needs of the poor as also long—term
`development concerns.
`
`- Respond to natural and anthropogenic disasters,
`
`H)
`
`Dr. Kamal Kl Sharma _ Vice Chairman
`M.N'l hG t—/W
`'D't
`r
`ies
`upa
`anag/ng /recor
`iii)
`iv) Dr. Vijay Kelkar — Independent D/"rector
`
`3. Average net profit of the Company for last
`financial years:
`The average net profit Of the Company for the last three
`financial years as calculated in accordance with the
`provisions of Section 198 of the Companies Act, 2013
`..
`was ? 19817 million.
`
`three
`
`4_
`
`Prescribed CSR Expenditure (two percent of
`amount as in item 3 above):
`?396.3 million.
`
`the
`
`5- Details °t CSR Spent 0iUtin9 tne tinaneiai Yeati
`(a) T°tai am°Unt t0 be Spent tet tne tinaneiai Yeati
`t396-3 million-
`(b) Amount unspent, if any:
`?270.5 million.
`
`44 | Lupin Limited
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 45 of 212)
`
`

`
`(c) Manner in which the amount spent during the financial year is detailed below:
`
`(? in million)
`
`1.
`
`2.
`
`3.
`
`4.
`
`5.
`
`6.
`
`7.
`
`8.
`
`Amount Amount spent on the Cumulative Amount spent:
`outlay
`projects/ programs
`expenditure Direct/through
`(budget) Sub-heads:
`up to the
`implementing
`project/
`(1) Direct Expenditure reporting
`agency*
`program-
`on projects/
`period
`wise
`programs
`(2) Overheads
`83.1
`
`83.1
`
`LHWRF*/
`MSC-iDJSN**
`
`80.0
`
`40.0
`
`21.3
`
`21.3
`
`LHWRF
`
`SI. CSR project/
`No. activity
`identified
`
`Sector in
`which the
`Project is
`covered
`
`Projects/Programs
`(1) Local area or other
`(2) Specify the State
`and district where
`projects/ programs
`were undertaken
`
`1. Rural Support
`Programme
`
`2. Rural Support
`Programme
`
`3.
`
`Learn & Earn
`Programme
`
`4. Tuberculosis
`Eradication
`
`5. Salaryand
`Administrative
`
`Expenses
`6. Others
`
`Bharatpur, Alwar
`Social and
`(Rajasthan),
`Economic
`Development 3une,Sindhudurg
`(Maharashtra) and
`
`3hopal (Madhya
`Dradesh)
`Zactory locations:
`Social and
`Ankleshwar,
`Economic
`Development Dabhasa (Gujarat),
`Aurangabad, Nagpur,
`Tarapur (Maharashtra),
`andideep, Indore
`(Madhya Pradesh)
`and Goa.
`Aurangabad,
`Social
`Development Tarapur (Maharashtra),
`Indore (Madhya
`Pradesh) and Goa.
`Mumbai
`
`Health
`
`—
`
`—
`
`—
`
`—
`
`_
`
`11.1
`
`2.5
`
`6.0
`
`11.1
`
`11.1
`
`LHWRF
`
`1.8
`
`6.0
`
`1.8
`
`6.0
`
`2.5
`125.8
`
`LHWRF
`
`Direct
`
`Direct
`
`—
`139.6
`
`Total:
`
`2.5
`125.8
`
`*LHWRF: Lupin Human Welfare & Research Foundation
`**MSGDJSN: Mata Shree Gomati Devi Jan Seva Nidhi
`
`6.
`
`The actual spend of the Company on CSR was less than 2% of the average net profit for the last three years. The Company
`has plans to increase the expenses in the coming years especially in the areas of TB detection, medical camps and also
`sustainable long term projects such as Hospitals and Universities.
`
`7.
`
`The implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.
`
`For and on behalf of the Board of Directors
`
`Dr. Desh Bandhu Gupta
`Chairman
`
`Nilesh Gupta
`Managing Director
`
`Mumbai, May 13,2015
`
`Annual Report 2015 | 45
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 46 of 212)
`
`

`
`ANNEXURE ’C' TO
`
`THE DIRECTORS’ REPORT
`
`FORM NO. AOC - 2
`
`Disclosure of particulars of contracts/arrangements entered into by the Company with
`
`related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
`
`including certain arm's length transactions under third proviso thereto.
`
`[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013
`
`and Rule 8(2) of the Companies (Accounts) Rules, 2014].
`
`1.
`
`o contracts or arrangements or transactions were entered into by the Company with related p