[2] Board of Directors:
`The strength of the Board as on March 31, 2015 was ten, of which, four are executive promoter—directors, one an executive
`director and five are independent directors which is in conformity with Clause 49(II)(A)(2) of the Listing Ag eement. Though
`Clause 49(II)(A)(1) of the Listing Agreement mandates that the Board shall have at least one woman direc or, the Company
`has two women directors. The requisite particulars are given below:
`
`SI. Name of the director
`No.
`
`Whether
`Promoter/
`Executive/
`Independent
`
`No. of Board
`Meetings during
`the year
`Held
`Attended
`
`Member/
`Attendance Number of
`at the last directorships Chairman of
`AGM
`of other
`committees
`companies
`other than the
`Company
`
`D . Desh Bandhu Gupta, Chairman
`
`P. & E.D.
`
`D . Kamal K. Sharma, Vice Chairman
`
`E.D.
`
`1.
`
`2.
`
`3.
`4.
`5.
`
`6.
`7.
`
`8.
`
`9.
`
`s. Vinita Gupta, Chief Executive Officer
`r. Nilesh Gupta, Managing Director
`rs. M. D. Gupta, Executive Director
`
`D .Vijay Kelkar
`r. Richard Zahn
`
`r. R. A. Shah
`
`D . K. U. Mada
`
`P. & E.D.
`P. & E.D.
`P. & E.D.
`
`I. N—E.D.
`I. N—E.D.
`
`l. N—E.D.
`
`l. N—E.D.
`
`I. N—E.D.
`
`r. Dileep C. Choksi
`
`10.
`Notes:
`
`Z
`
`Z
`
`Z
`Z
`Z
`
`Z
`Z
`
`Z
`
`Z
`
`Z
`
`I
`
`I
`
`I
`I
`I
`
`3
`I
`
`1
`
`1
`
`3
`
`I
`
`Yes
`
`Yes
`
`Yes
`Yes
`Yes
`
`Yes
`Yes
`
`Yes
`
`Yes
`
`No
`
`10
`
`7
`
`4
`7
`1 1
`
`10
`1
`
`13
`
`2
`
`11
`
`—
`
`—
`
`—
`—
`—
`
`3/-
`—
`
`8/3
`
`3/1
`
`9/5
`
`. N—E.D.: Independent Non—Executive Di ector.
`P. & E.D.: Promoter & Executive Director; E.D.: Executive Director;
`(a)
`(b) Mrs. M. D. Gupta is the wife of Dr. Desh Bandhu Gupta, Ms. Vinita Gupta the'r daughter and Mr. Nilesh Gupta their son.
`(c) Membership/Chairmanship of Committees includes only those of the Audit Committee and the Stakeholders’ Relationship
`Committee.
`
`Board Meetings
`The Board of Directors play a pivotal role in providing
`strategic guidance, direction and leadership to the
`management
`in order to ensure the effectiveness of
`various policies with a view to achieve set goals. While
`overseeing management performance, the Board protects
`the interests of stakeholders and enhances value. Board
`
`meeting dates are finalised in consultaton with all directors
`and agenda papers backed up by comprehensive notes
`as also detailed background information are circulated
`well
`in advance,
`thereby enabling
`he Board to take
`informed decisions and discharge its functions effectively
`and efficiently. Board Members are free to express their
`opinions and bring up matters for d'scussions at Board
`meetings. Directors inform the Company on an annual
`basis about the Board/Committee positions they occupy
`in other companies,
`including chairhanships and also
`notify changes,
`if any. The Board is regularly apprised
`about key business developments; de ailed presentations
`are made at its meetings by business/functional heads
`
`and key management personnel. Minutes of the Board
`Meetings are circulated to all the Directors in advance
`and confirmed at
`the subsequent meeting. Copies of
`minutes of various Committees of the Board, minutes of
`
`Board meetings of subsidiaries and Compliance Reports
`in respect of various laws as applicable are tabled at
`Board meetings. The performance evaluation of
`the
`Independent Directors was done by the entire Board
`(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
`one hundred and twenty days, which is
`in compliance
`with Clause 49(II)(D) 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.
`The Board also passed by circulation three resolutions
`dated September 19, 2014, October 8, 2014 and March
`5, 2015.
`
`Annual Report 2015 | 75
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 76 of 212)
`
`

`
`Brief profiles, other directorships and committee memberships etc. of directors seeking appointment/re-appointment at
`the 33”’ Annual General Meeting:
`
`Dr. Desh Bandhu Gupta
`Dr. Desh Bandhu Gupta has a Masters Degree in Science and is
`a prominent personality in the pharmaceutical industry. He is
`one of the promoters of the Company. Dr. Gupta has displayed
`leadership of an exceptionally high order and provided the
`
`Company, the benefit of his insight into 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 to come.
`
`Chairman/Member of the Committees of the board of the
`
`companies on which he is a director
`
`spanning over four decades and has held a range of senior
`management positions in the fields of projects, operations,
`corporate development and general management in pharma
`and chemical
`industries. Dr. Sharma has effectively led the
`team and as Vice Chairman, he is involved in setting vision
`of
`the Company, building strategy and mentoring the
`management team.
`
`Chairman/Member of the Committees of the board of the
`
`companies on which he is a director
`
`List of other directorships
`
`Zyma Laboratories Ltd., D/"rector
`Rahas Investments Pvt. Ltd., D/"rector
`Visiomed Investments Pvt. Ltd., D/"rector
`
`Lupin Holdings Pvt. Ltd., D/"rector
`Lupin Investments Pvt. Ltd., D/"rector
`Lupin International Pvt. Ltd., D/"rector
`Polynova Industries Ltd., D/"rector
`Lupin Properties Ltd., D/"rector (formerly known as
`Lupin Performance Chemicals & Real Estate Ltd.)
`Novamed Investments Pvt. Ltd., D/"rector
`
`Synchem Investments Pvt. Ltd., Director
`
`Dr. Kamal K. Sharma
`
`Dr. Kamal K. Sharma is a chemical engineer from the Indian
`Institute of Technology (IIT), Kanpur, with a post—graduate
`diploma in industrial management from the Jamnalal Bajaj
`Institute of Management Studies, Mumbai, and a Ph.D.
`in Economics from IIT, Mumbai. He has also completed an
`advanced management programme from Harvard Business
`School, Boston. Dr. Sharma has vast
`industry experience
`
`List of other directorships
`
`Kyowa Pharmaceutical Industry Co. Ltd., Japan, D/"rector
`Generic Health Pty Ltd., Australia, D/"rector
`Pharma Dynamics Proprietary Ltd., South Africa, D/"rector
`Lupin Healthcare Ltd., D/"rector
`Lupin GmbH, Switzerland, Managing Officer
`Faisa Financial Pvt. Ltd., D/"rector
`
`Templetree Properties Pvt. Ltd., Director
`
`76 | Lupin Limited
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 77 of 212)
`
`

`
`Mrs. M. D. Gupta
`Mrs. M. D. Gupta is a Bachelor of Arts. She is one of the promoters of the Company. She has wide business experience and
`expertise with intimate knowledge of the working of the Company and is on the various Committees of the Board. Mrs. Gupta
`is also involved in the Corporate Social Responsibility activities of the Company.
`
`Chairman/Member of the Committees of the board of the
`
`companies on which she is a director
`
`List of other directorships
`
`Zyma Laboratories Ltd., Director
`Rahas Investments Pvt. Ltd., Director
`Visiomed Investments Pvt. Ltd., Director
`_upin Holdings Pvt. Ltd., Director
`_upin Investments Pvt. Ltd., Director
`_upin International Pvt. Ltd., Director
`3olynova Industries Ltd., Director
`_upin Properties Ltd., Director (formerly known as
`_upin Performance Chemicals & Real Estate Ltd.)
`ovamed Investments Pvt. Ltd., Director
`Synchem Investments Pvt. Ltd., Director
`Element 119 Leasing and Finance Pvt. Ltd., Director
`
`Ms. Vinita Gupta
`s. Vinita Gupta, an M.B.A. from the J. L. Kellogg Graduate School of Management, U.S.A. and a pharmacy graduate from
`he University of Mumbai. She is responsible for the US, Canada, Europe, CIS, Latin America, Africa and Middle East businesses.
`She also leads the Company's M&A and Strategic Planning efforts. She was appointed as Chief Executive Officer of the Company
`w.e.f. September 1,2013.
`
`List of other directorships
`
`Chairman/Member of the Committees of the board of the
`
`companies on which she is a director
`
`Lupin GmbH, Switzerland, President of the Management
`Lupin Pharmaceuticals Inc., U.S.A., Managing Director
`Kyowa Pharmaceutical Industry Co., Ltd., Japan, Director
`Lupin Inc., U.S.A., Director
`
`Dr. Vijay Kelkar
`Dr. Vijay Kelkar, ’Padma Vibhushan’ awardee, is a Ph.D. from
`the University of California at Berkeley, M.S. from the University
`of Minnesota and B.S. from Pune University. He held senior
`positionsinthe Government oflndia and was Chairman/Member
`of several high—powered committees, councils,
`task forces,
`working groups, set up by different ministries and departments
`of the Government of India. Dr. Kelkar has delivered lectures
`
`at
`
`the Universities of California, Pennsylvania, Vanderbilt,
`
`List of other directorships
`
`Britannia Industries Ltd., Director
`CSIR — Tech Pvt. Ltd., Chairman
`Go Airlines (India) Ltd., Director
`Green Infra Ltd., Director
`Indian Institute for Human Settlements, Director
`J. M. Financial Ltd., Director
`JSW Steel Ltd., Director
`National Bulk Handling Corporation Ltd., Chairman
`Tata Consultancy Services Ltd., Director
`Tata Chemicals Ltd., Director
`
`in the US and was visiting Professor at
`Harvard and Cornell
`the South Asia Institute, Heidelberg University, West Germany
`and Center for Economic Development and Administration,
`Government of Nepal. He was a senior faculty member of the
`Administrative Staff College of India, Hyderabad, and Instructor
`— Microeconomics, University of California, U.S.A. Dr. Kelkar has
`authored many books, publications and journals on micro and
`macroeconomics,
`reforms of union public sector, emerging
`challenges and on trade policies.
`
`Chairman/Member of the Committees of the board of the
`
`companies on which he is a director
`J. M. Financial Ltd., Member ofAudit Committee
`and Stakeholders Relationship Committee.
`
`Tata Consultancy Services Ltd., Member of Audit Committee.
`
`Annual Report 2015 | 77
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 78 of 212)
`
`

`
`Mr. Richard Zahn
`
`Mr. Richard Zahn is a B. S.
`
`(Business Administration) with
`
`Honors, Kansas State Teachers College, Kansas. He has
`completed Executive Education with Amos Tuck School,
`Dartmouth
`University,
`-Iarvard/MIT
`Programme
`on
`Negotiation, The Wharton School, University of Pennsylvania,
`National Association of Co porate Directors — Certificate of
`Director Education. I\/Ir. Zahn has also completed programme
`in Executive Leadership, Cornell University. Mr. Richard is
`the Managing Partner of I-MJ Global Partners, a corporate
`governance and not—for—profit public policy advisory group.
`With more than 30 years o experience in the biotechnology
`
`List of other directorships
`
`Metagenics Private Ltd., Director
`
`Mr. R. A. Shah
`
`Mr. R. A. Shah is an eminent Solicitor and senior partner
`of M/s. Crawford Bayley & Company,
`a
`leading firm of
`Solicitors and Advocates in Mumbai. He specialises in a
`broad spectrum of Corporate Laws in general, with special
`focus on foreign investments, joint ventures, technology and
`
`and pharmaceutical industries, he is an established leader and
`strategist in healthcare research and development, marketing
`and
`human
`resources.
`management, managed
`care,
`He is widely recognised as an insightful speaker on economic
`and policy issues. Mr. Richard has worked with Schering
`Laboratories, Schering Corporation and Schering—Plough
`Corporation as also Johnson & Johnson. Mr. Richard has
`focused his efforts on rural economic development and public
`policy and has received several awards for his devoted work
`towards various organisations and charities with particular
`focus on health care and minority issues.
`
`Chairman/Member of the committees of the board of the
`
`companies on which he is a director
`
`license agreements, intellectual property rights, mergers and
`acquisitions, competition law and insider trading regulations.
`I\/Ir. Shah is a member of
`the Managing Committee of
`Bombay Chamber of Commerce and Indo German Chamber
`of Commerce.
`
`List of other directorships
`
`Chairman/Member of the Committees of the board of the
`
`Godfrey Phillips India Ltd., Chairman
`Pfizer Ltd., Chairman
`
`Procter & Gamble Hygiene and Healthcare Ltd., Chairman
`Colgate Palmolive India Ltd., Vice—Chairman
`Abbott India Ltd., Director
`
`The Bombay Dyeing & Mfg. Co. Ltd., Director
`BASF India Ltd., Director
`
`Jumbo World Holdings Ltd. (Foreign Company), Director
`Atul Ltd., Director
`
`Deepak Fertilisers & Petrochemicals Corporation Ltd.,
`Non Independent Director
`Thyssenkrupp Solutions (India) Pvt. Ltd., (formerly known
`as Uhde India Pvt. Ltd.), A/ternate Director
`Precision Valve (India) Pvt. Ltd., Director
`
`Preval Pumps and Accessories (India) Pvt. Ltd., Director
`
`companies on which he is a director
`Pfizer Ltd., Chairman of Audit Committee.
`
`Colgate Palmolive India Ltd., Chairman ofAudit Committee.
`Procter & Gamble Hygiene and Healthcare Ltd., Chairman of
`Audit Committee.
`
`BASF India Ltd., Member of Audit Committee.
`
`The Bombay Dyeing & Mfg. Co. Ltd., Member of Audit
`Committee.
`
`Abbott India Ltd., Member of Audit Committee and Member
`of Stakeholders Relationship Committee.
`Godfrey Phillips India Ltd., Member of Audit Committee.
`
`78 | Lupin Limited
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 79 of 212)
`
`

`
`Dr. K. U. Mada
`Dr.
`K. U. Mada is an eminent economist and was
`
`a
`
`development banker. He holds a Ph.D. (Economics) degree
`from the University of Mumbai and a certificate in financial
`management
`from the Jamnalal Bajaj
`Institute, Mumbai.
`He was a Professor of Economics at Jai Hind College, Mumbai.
`Thereafter, he worked for the Reserve Bank of India and
`
`Industrial Development Bank of India (IDBI) and held senior
`positions,
`including as Executive Director,
`IDBI and chief
`of a bank. Dr. Mada was Chairman/Member of several
`
`List of other directorships
`
`Hotel Leelaventure Ltd., Director
`
`Tamilnadu Petroproducts Ltd., Director
`
`institutions
`committees constituted by IDBI/other financial
`and the Government of India. He represented IDBI as Speaker/
`participant at several national and international conferences/
`seminars on economic, corporate and institutional affairs.
`He was a visiting faculty at management institutes. He brought
`out books and published articles in well—known journals.
`Dr. Mada has served on the boards of corporate entities and
`all—India
`financial
`institutions,
`including the Management
`Development Institute, Gurgaon.
`
`Chairman/Member of the Committees of the board of the
`
`companies on which he is a director
`Hotel Leelaventure Ltd., Member Audit Committee and
`Chairman of the Stakeholders Relationship Committee.
`Tamilnadu Petroproducts Ltd., Member of
`the Audit
`Committee.
`
`Mr. Dileep C. Choksi
`is a leading Chartered Accountant,
`Mr. Dileep C. Choksi
`qualified lawyer and a Cost Accountant with over 35 years
`of experience. His areas of specialisation include tax planning
`and structuring for domestic and international
`clients,
`including expatriates,
`finalising collaborations
`and joint
`ventures, executive advisory and decision support, corporate
`
`turnaround and
`restructuring with a focus on start—ups,
`change management strategies and analysing tax impact
`of various instruments. Mr. Choksi advises some of India's
`
`large business houses on various strategic matters and
`multinational clients on cross border structuring. He has set
`up C. C. Chokshi Advisors Pvt. Ltd., the activities of which aim
`to provide complete solutions for all business requirements.
`
`List of other directorships
`
`ICICI Lombard General Insurance Company Ltd., Director
`ICICI Home Finance Company Ltd., Director
`Datamatics Global Services Ltd., Director
`
`Mafatlal Cipherspace Private Ltd., Director
`ICICI Bank Ltd., Director
`
`Hexaware Technologies Ltd., Director
`Incube Ventures Private Ltd., Additional Director
`
`AIA Engineering Ltd., Director
`Arvind Ltd., Director
`Swaraj Engines Ltd., Director
`Tata Housing Development Company Ltd., Director
`
`Chairman/Member of the Committees of the board of the
`
`companies on which he is a director
`ICICI Lombard General Insurance Company Ltd., Chairman of
`Audit Committee.
`
`ICICI Home Finance Company Ltd., Chairman of Audit Committee.
`ICICI Bank Ltd., Alternate Chairman of Audit Committee.
`
`Hexaware Technologies Ltd., Chairman of Audit Committee
`and Member of Stakeholders Relationship Committee.
`Arvind Ltd., Chairman of Audit Committee and Member of
`Stakeholders Relationship Committee.
`Swaraj Engines Ltd., Chairman of Audit Committee.
`Tata Housing Development Company Ltd., Member ofAudit
`Committee.
`
`[3] Audit Committee:
`
`The Audit Committee comprises Dr. K. U. Mada, Chairman
`and Mr. Dileep C. Choksi, Independent Directors, and
`Dr. Kamal K. Sharma. Mr. R. V. Satam, Company Secretary
`& Compliance Officer, acts as
`the Secretary of
`the
`Committee. Dr. K. U. Mada, Chairman of the Committee,
`
`attended the last Annual General Meeting of the Members
`held on July 30, 2014. All Members of the Committee are
`financially literate. Dr. Mada is an eminent economist and
`development banker, Mr. Choksi
`is a leading Chartered
`Accountant and financial consultant. Dr. Sharma is a Ph.D.
`
`in Economics from IIT, Mumbai. The Audit Committee
`
`acts as a link between statutory auditors, internal and cost
`auditors and the Board. The Committee assists the Board
`
`in monitoring the financial reporting process, reviewing
`the internal controls, adequacy of provisions for liabilities
`and appropriateness of audit test checks. The meetings of
`the Audit Committee are attended by the Chief Financial
`Officer, President — Finance, representatives of accounts,
`statutory, internal and cost auditors. The Committee lays
`emphasis on adequate disclosures and compliance with
`all relevant statutes.
`
`Annual Report 2015 | 79
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 80 of 212)
`
`

`
`The Committee performs the functions enumerated in
`Section 177 of the Companies Act, 2013 and Clause 49
`
`subsequent modification
`any
`or
`6) Approval
`transactions of the Company with related parties.
`
`of
`
`0t the l—l5tlh9 Agfeelheht the matte“ elellhefeteel Upeh
`ahel tevleweel by the Commlttee lhtet alla lheluelei '
`1) Oversght of
`the Company's
`financial
`reporting
`
`process and the disclosure of its financial information
`to ensure that the financial statements are correct,
`suffic'ent and credible.
`
`2) Reeelhlhehellhg to the Board: the eleleelhtmeht 0t
`statu ory auditors, their remuneration and terms of
`elepethtlhehtehel el0l0f0Vel Ot Pe)’meht5 teteh)’ other
`5efVlCe5 fehelefeel h)’ them
`3) Examning and reviewing with the management,
`the annual
`financial statements (Standalone and
`Consolidated) and auditor's report thereon before
`submssion to the Board forapproval,with particular
`tetetehee tot ‘
`3) mettets teqttlteel to he lheltteleel lh the Dlteetotsl
`Resleehslhlllty Stetelheht lheltteleel lh the Beetells
`Releott
`lh tehhs Ot Seetleh t34(3)(e) 0t
`the
`Comhahlee Act’ 2O_l3t
`_
`_
`_
`changes,
`if any,
`in accounting policies and
`htactlces ahd teasohs thetetoh
`c) major accounting entries involving estimates
`based
`on
`the
`exercise
`of
`judgment
`by
`
`b)
`
`management;
`
`d)
`
`e)
`
`f)
`
`g)
`
`significant adjustments made in the financial
`statements arising out of audit findings, if any;
`
`legal
`other
`and
`compliance with
`listing
`requirements relating to financial statements;
`
`disclosure of related party transactions; and
`
`qualifications in the draft audit report, if any.
`
`4)
`
`Examining and reviewing with the management, the
`quarterly financial statements before submission to
`the Board for approval.
`
`auditor's
`statutory
`the
`5) Review and monitor
`independence, performance and effectiveness of
`audit process.
`
`Scrutiny of inter—corporate loans and investments.
`7)
`8) Evaluation of
`internal
`financial controls and risk
`management system;
`
`9) Reviewihd With the rhahaderheht, the ioericorrhahee
`or:
`ihterhai auditors ahd adequacy or: the ihterhai
`eohtroi SySter.hS_
`
`2)
`
`10) Reviewing the adequacy of internal audit function,
`ihciudihg
`the Structure
`of
`the
`ihtemai
`audit
`department,
`its staffing and seniority of the official
`heading the department, reporting structure, coverage
`and frequency ofaudits (including outsourced).
`1) Discussion with the
`internal
`auditors on their
`significant findings and to||ow-tip tnereon
`teviewihd the tihdihds ot
`ihterhai auditors ahd
`eporting them to the Board as required.
`3) Discussion with statutory auditors before the audit
`commences as to the nature and scope of audit as also
`post—audit discussion to ascertain areas of concern.
`4) Review the functioning of
`the Whistle Blower
`heehahism
`the appointment and
`5) Recommend to the Board,
`emuneration of Cost Auditor to conduct audit of
`
`cost records of the Company in compliance with the
`provisions of the Companies Act, 2013 and Rules
`hade thereunder.
`
`16)
`
`17)
`
`18)
`
`Reviewing the financial statements of subsidiary
`compan'es
`including
`investments made
`by the
`subsidiary companies.
`
`Review and discuss with the management the status
`and imp ications of major legal cases.
`
`Carrying outsuch otherfunctions as may be mentioned
`in the te ms of reference of the Audit Committee.
`
`the Committee reviews the
`
`In addition to the above,
`managemen
`
`discussion and analysis,
`statements of
`significant re ated party transactions, management letters/
`internal audi
`reports etc.
`
`Details of Audit Committee Meetings
`Audit Committee meetings are held at least four times a year and the time—gap between two meetings is not more than four
`months, which is in compliance with Clause 49(|||)(B) of the Listing Agreement. During the year, five Audit Committee meetings
`were held, viz. on May 7, 2014, July 29, 2014, September 17, 2014, October 27, 2014 and February 2,2015 and the attendance
`at which, was as follows:
`
`Sl. No. Name of the director
`
`a.
`.
`
`c.
`
`Dr. K. U. Mada, Chairman
`Dr. Kamal K. Sharma
`
`Mr. Dileep C. Choksi
`
`80 | Lupin Limited
`
`No. of Meetings
`Attended
`
`Held
`
`5
`5
`
`5
`
`5
`5
`
`5
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 81 of 212)
`
`

`
`[4] Stakeholders’ Relationship Committee:
`the
`178 of
`Pursuant
`to the provisions of Section
`Companies Act, 2013 and Clause 49(VIII)(E) of the Listing
`re—christened
`the ‘Investors’
`Agreement,
`the Board
`‘Stakeholders’ Relationship
`as
`Grievances Committee’
`Committee’ (SRC). The SRC comprises Dr. Vijay Kelkar,
`Chairman, and Dr. K. U. Mada, Independent Directors.
`Mr. R. V. Satam, Company Secretary & Compliance
`Officer, 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
`
`Details of Stakeholders’ Relationship Committee Meetings
`During the year, two meetings of the Stakeholders’ Relationsh
`2015 and the attendance was as under:
`
`Sl. No. Name of the director
`
`a.
`b
`
`Dr. Vijay Kelkar, Chairman
`Dr. K. U. Mada
`
`[5] Nomination and Remuneration Committee:
`At its meeting held on January 20, 2004, the Board had
`set up the ‘Remuneration/Compensation Committee’. The
`Board, at its meeting held on May 7, 2014, re—christened
`he Committee
`as
`‘Nomination
`and Remuneration
`
`Committee’ and widened its scope in compliance with
`he provisions of Section 178 of the Companies Act, 2013
`and Rules made thereunder and Clause 49(IV) of the
`_isting Agreement, The Committee comprises Dr. K. U.
`ada, Chairman, Mr. R. A. Shah and Mr. Richard Zahn,
`
`all Independent Directors. Mr. R. V. Satam, Company
`Secretary & Compliance Officer, acts as the Secretary of
`he Committee.
`
`Role of the Nomination and Remuneration Committee:
`
`the
`178 of
`to the provisions of Section
`Dursuant
`Companies Act, 2013 and Clauses 49(II)(B)(5) and 49(IV)
`(B) of the Listing Agreement, the role of the Nomination
`and Remuneration Committee is as follows:
`
`a) Zormulatingthecriteriafordeterminingqualifications,
`positive attributes and independence of a director
`and recommend to the Board,
`a policy relating
`o remuneration of the directors, key managerial
`personnel and other employees;
`
`b) Zormulatingthecriteriaforevaluationoflndependent
`Directors and the Board;
`
`c)
`
`ol)
`
`Devising a policy on Board diversity;
`
`dentifying persons who are qualified to become
`directors and who may be appointed in senior
`
`Investors’ Services Department covering all facets of its
`operations,
`including complaints
`from shareholders,
`transfer ofshares, compliances with regulatory provisions,
`implementation of employee stock option plans, activities
`to
`dividend
`disbursement
`related
`and
`depository
`operations. The Committee also closely monitors investor
`grievances redressal system of the Department.
`
`The Company received and resolved 46 complaints from
`shareholders during the year. As on March 31, 2015, no
`complaints remained pending/unattended and no share
`transfers remained pending for over 15 days, during the
`year.
`
`p Committee were held on November 7, 2014 and March 11,
`
`No. of Meetings
`Attended
`
`Held
`
`2
`2
`
`2
`2
`
`criteria
`the
`accordance with
`in
`hanagement
`aid down and recommend to the Board,
`their
`
`appointment and removal;
`
`e) Develop and review a succession plan for the Board
`and the Senior Management;
`
`f) Approval of remuneration of Executive and
`Executive Directors; and
`
`on-
`
`g) Approval of grant of stock options under varous
`ESOP plans of the Company.
`Remuneration of Executive Directors:
`
`The Committee recommends to the Board, remunera
`
`ion
`
`of Executive Directors subject to approval by the Members
`and such other authorities, as may be necessary. While
`Commi tee
`recommending
`the
`remuneration,
`the
`considersvarious factors such as qualifications, experience,
`expertise,
`position,
`leadership
`qualities,
`prevai ing
`remuneration in the industry, volume of the Company's
`business and profits earned by it and the responsibilties
`taken by the director concerned. The remuneration limits
`are as prescribed by Section 197 and Schedule V of the
`Act and Rules made thereunder. Executive Directors are
`
`not paid sitting fees for attending the Meetings of the
`Board and its Committees.
`
`Remuneration of Non-Executive Directors:
`
`for
`sitting fees
`receive
`non—executive directors
`The
`attending meetings of the Board and its Committees and
`that the same does not exceed the maximum amount
`
`provided in the Companies Act, 2013 and Rules made
`
`Annual Report 2015 | 81
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 82 of 212)
`
`

`
`thereunder. The Members vide a Special Resolution
`by postal ballot,
`the result of which was announced
`on December 21, 2010, had 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 198, 349 and 350 and other applicable
`provisions,
`if any, of the Companies Act, 1956, for a
`period of five years commencing from April 1, 2010.
`
`Details of remuneration paid to the Directors are as under:
`
`The Board is authorised to decide upon the eligibility
`criteria and the quantum of commission payable to each
`non—executive director. An amount of 315.42 million
`
`has been provided towards commission payable to non-
`executive directors for the year ended March 31, 2015
`which would be paid after the Members approve the
`audited accounts for the year at the forthcoming Annual
`General Meeting.
`
`Name of the director
`
`Salary
`
`Perquisites
`
`Stock
`Options
`
`Commission Others (Performance Sitting
`- linked Incentive)
`Fees
`
`3 . Desh Bandhu Gupta,
`Chairman
`
`3 . Kamal K. Sharma,
`Vice Chairman
`
`r. Nilesh Gupta,
`Managing Director
`
`rs. M. D. Gupta,
`Executive Director
`
`3 .Vijay Kelkar,
`Independent Director
`r. R. A. Shah,
`Independent Director
`r. Richard Zahn,
`Independent Director
`3 . K. U. Mada,
`Independent Director
`r. Dileep c. Choksi,
`Independent Director
`
`36.66
`
`12.31
`
`—
`
`326.80
`
`—
`
`87.30
`
`2.20
`
`24.48
`
`50.80
`
`0.81
`
`4.57
`
`0.48
`
`—
`
`—
`
`—
`
`—
`
`—
`
`I
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`3.50
`
`3.50
`
`2.42
`
`3.00
`
`3.00
`
`52.09
`
`30.74
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`
`? in million
`
`Total
`
`375.77
`
`166.07
`
`82.35
`
`5.05
`
`3.64
`
`3.68
`
`—
`
`—
`
`—
`
`—
`
`0.14
`
`0.18
`
`0.18
`
`2.60
`
`0.36
`
`3.36
`
`0.18
`
`3.18
`
`Details of the Nomination and Remuneration Committee Meetings
`During the year, four meetings of the Nomination and Remuneration Committee were held on August 14, 2014, November 11,
`2014, November 20, 2014 and February 11,2015 and the attendance was as under:
`
`Sl. No. Name of the director
`
`a.
`b.
`c.
`
`Dr. K. U. Mada, Chairman
`Mr. R. A. Shah
`Mr. Richard Zahn
`
`No. of Meetings
`Attended
`
`Held
`
`'
`
`4
`4
`4
`
`4
`4
`4
`
`The Cohmittee passed by circulation seven resolutions dated April 2, 2014, May 13, 2014, May 26, 2014, July 2, 2014,
`August 5, 2014, October 8, 2014 and January 27,2015.
`
`[6] Risk Management Committee:
`In terms of Clause 49(V|) of the Listing Agreement,
`the Board constituted a Risk Management Committee
`comprising Dr. Kamal
`K. Sharma, Vice Chairman,
`Ms. Vinita Gupta, Chief Executive Officer, Mr. Nilesh
`Gupta, Managing Director, Mr. Ramesh Swaminathan,
`Chief Financial Officer and Mr. Sunil Makharia, President
`
`— Finance. The Committee has laid down procedures
`to inform to the Board about the risk assessment and
`
`minimization procedures. The Board has engaged services
`of a professional firm for framing,
`implementing and
`monitoring the risk management plan of the Company.
`The said Firm shall review the existing risk management
`process; determine risk management structure; including
`
`82 | Lupin Limited
`
`Janssen Ex. 2002
`
`Lupin Ltd. v. Janssen Sciences Ireland UC
`|PR2015-01030
`
`(Page 83 of 212)
`
`

`
`roles and responsibilities; risk rating criteria for assessing
`the impact; and likelihood of risks and effectiveness of
`mitigation plans. It shall document the risk prioritization
`results
`and obtain the Management's
`assessments
`on ‘Risks That Matter’ and support for assessment of
`mitigation readiness vis—a—vis ‘Risks That Matter’.
`
`[7]
`
`Independent Directors’ Meeting:
`A I the Independent Directors participated at the meeting
`o the independent directors held on March 27, 2015,
`which was chaired by Mr. R. A. Shah. The meeting
`reviewed the performance of
`the non—independent
`d'rectors,
`the Board as a whole and the Chairman of
`
`the Company. They also assessed the quality, coverage
`and timeliness of
`flow of
`information between the
`
`anagement and the Board.
`
`[8]
`
`Familiarisation Programme for Independent Directors:
`A the time of appointment, Independent Directors are
`made aware of their
`roles,
`rights and responsibilities
`
`letter of appointment which also
`formal
`through a
`stipulates the various terms and conditions of
`their
`engagement. At Board and Committee Meetings,
`the
`Independent Directors are familiarised with the business
`model,
`strategy, operations,
`functions, policies and
`procedures of the Company and its subsidiaries. They
`are informed about
`risk assessment and minimization
`
`procedures. Independent Directors are invited to Investor
`meets which provides them with an opportunity to interact
`with analysts,
`financial advisors and investors which
`helps them get familiarized with the external customers.
`Articles and write—ups about
`the Company published
`in
`leading business magazines and newspapers are
`circulated to Independent Directors. The Familiarisation
`Programme formulated by the Company for Independent
`Directors has been uploaded on the Company's website
`which
`is
`www.lupin.com the web
`link
`for
`http://www.lupin.com/pdf/FamiliarisationiProgrammei
`forilndependentiDirectorsiLL.pdf.
`
`[9] General Body Meetings:
`Details of the last three Annual General Meetings: —
`
`Day, Date and Time
`Year
`2011 — 12 Tuesday, July 24, 2012
`at 2.30 p.m.
`
`Location
`Rang Sharda Natyamandir,
`Bandra Reclahation,
`Bandra (Wes ), Mumbai — 400 050
`
`2012 — 13 Wednesday, August 7, 2013 Rang Sharda Natyamandir,
`at 2.30 p.m.
`Bandra Reclahation,
`Bandra (Wes ), Mumbai — 400 050
`
`2013 -14 Wednesday, July 30,2014
`at 2.30 p.m.
`
`Rang Sharda Natyamandir,
`Bandra Reclahation,
`Bandra (Wes ), Mumbai — 400 050
`
`No. of Special Resolutions passed
`—
`
`One Special Resolution was passed for raising
`the investment limit of FIIs in the equity share
`capital of the Company from 33% to 49%.
`One Special Resolution was
`passed for
`creating charges on the Company's properties
`to secure financial assistance availed/to be
`
`availed by the Company.
`
`No business was required to be transacted th ough
`postal ballot at the above meetings. Similarly no business
`is required to be transacted through postal ballot at the
`forthcoming Annual General Meeting.
`
`During the year, the following Resolutions were passed by
`postal ballot, results of which were declared on October
`21, 2014: —
`
`1. A Special Resolution with a majority of (82.42%) for
`approving the ‘Lupin Employees Stock Option Plan
`2014',‘ and
`
`2. A Special Resolution with a majority of (82.42%) for
`approving the ‘Lupin Subsidiary Companies Employees
`Stock Option Plan 2014’.
`
`Ms. Neena Bhatia, practicing Company Secretary, acted
`as the Scrutiniser for conducting the ballots. Procedure
`
`prescribed by Section 110 of the Companies Act, 2013
`read with Rule 22 of
`the Companies (M