Your directors take pleasure to present the Board's Report in line with
the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this report presents the Audited financial results and other
developments in respect of the Company during the financial year ended on March 31, 2025
("FY25"/"Financial Year") and up to the date of the Board meeting held
on May 22, 2025 to approve this report.
Financial Highlights
The Company's financial performance for the financial year ended
March 31, 2025:
(rs. in Million)
|
Standalone |
Consolidated |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Revenue from operations |
230,033.3 |
202,751.7 |
525,784.4 |
484,968.5 |
| Profit before exceptional item and tax |
50,305.7 |
36,686.7 |
144,299.8 |
115,822.1 |
| Exceptional Item |
- |
2,190.2 |
6,778.5 |
4,943.2 |
| Profit before tax but after exceptional item |
50,305.7 |
34,496.5 |
137,521.3 |
110,878.9 |
| Profit after tax |
42,826.2 |
28,581.8 |
109,801.0 |
96,484.4 |
| Opening balance in Retained Earnings |
127,310.4 |
127,908.8 |
501,545.5 |
436,102.5 |
| Closing balance in Retained Earnings |
133,878.2 |
127,310.4 |
578,618.4 |
501,545.5 |
• The Company's performance has been discussed in detail in
the ‘Management Discussion and Analysis Report'.
• The Company is engaged in the business of Pharmaceuticals, and
there has been no change in the nature of the business of the Company during the financial
year ended March 31, 2025.
Material Changes and Commitments
There have been no material changes and commitments affecting the
Company's financial position between the end of the financial year and the date of
this report other than those which have already been disclosed to the Stock Exchanges.
Consolidated Accounts
The consolidated financial statements for the year ended March 31,
2025, pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual
Report.
Dividend
During the year under review, the Board has declared an interim
dividend of Rs.10.50/- (Rupees Ten and Paise Fifty only) per equity share of Rs. 1/-
(Rupee One only) each [previous year
Rs. 8.50/- (Rupees Eight and Paise Fifty only) per equity share of Rs.
1/- (Rupee One only) each] for the year ended March 31, 2025.
In addition to above, the Board has recommended a final dividend of Rs.
5.50/- (Rupees five and paise fifty only) per equity share of Rs. 1/- (Rupee One only)
each [previous year Rs. 5.00/- (Rupees Five only) per equity share of Rs. 1/- (Rupee One
only) each] for the year ended March 31, 2025. The dividend is subject to approval of
shareholders at the ensuing Annual General Meeting ("AGM") and shall be subject
to deduction of tax at source. The dividend, if approved by the shareholders at the 33rd
AGM, would involve a cash outflow of Rs. 13,196.34 Million. The total dividend pay-out for
the FY25 is Rs. 16/- (Rupees Sixteen only) per equity share of Rs. 1/- each [previous year
Rs. 13.50/- (Rupees Thirteen and Paise Fifty only) per equity share of Rs. 1/- (Rupee One
only) each].
Investor Education and Protection Fund ("IEPF")/ Unclaimed
Dividends
Pursuant to Section 124 of the Act, the dividends that are unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund along with the underlying shares on which such dividend remains unclaimed.
Transfer to IEPF
Details of transfers to IEPF during the year under review are as
follows;
| Transfer of unpaid or unclaimed dividends to
IEPF |
Rs. 15,688,218 |
| Transfer of shares to IEPF |
1,20,655 shares |
| Dividend paid to IEPF in respect of shares
already transferred to IEPF |
• Rs. 24,245,007 (Interim Dividend FY
2024-25) |
|
• Rs. 11,998,006 (Final Dividend FY
2023-24) |
In its endeavour to facilitate the shareholders, your Company has
walked the extra mile and has voluntarily;
• Processed the dividends remaining unclaimed for previous years
based on the analysis carried out for the shareholders whose updated Bank details were
available with the Company based on the latest dividend paid electronically.
• Used our field force employees to reach out to unconnected
physical shareholders of the Company. The identified shareholders were then contacted to
facilitate the completion of their KYC details and the claim of unpaid dividends.
This resulted in a reduction in unpaid dividends and a transfer of the
amount and underlying shares to the IEPF.
Your Board encourages the shareholders to claim unpaid dividends lying
with the Company from time to time.
The information regarding unpaid/unclaimed dividends lying in the
unpaid dividend account upto the year and the corresponding shares, which are liable to be
transferred along with the due dates for such shares or shares already transferred, and
due to be transferred to IEPF Authority, is available on the website of the Company, along
with the procedure to claim the same from IEPF Authority and can be accessed at
www.sunpharma.com under head "Investors" sub-head >"Shareholders
Information'> "Investor Services".
Transfer to Reserves
The Board opted not to propose any transfer to reserve at this time,
choosing instead to allocate resources toward opportunities that may foster growth and
resilience in the future. The decision reflects a careful consideration of our current
needs and a strategic approach.
Loans, Guarantees and Investments
We disclose loans, guarantees, and investments to show how the Company
manages its finances outside of its main business activities. This transparency helps
stakeholders understand the risks involved and how the Company uses its capital. Section
186 of the Act, sets specific rules and limits for these transactions, and our disclosure
shows that we follow these regulations.
The particulars of loans, guarantees and investments have been
disclosed in the Financial Statements.
Public Deposits
The Company did not accept any public deposits during the year under
review, as outlined in Chapter V of the Act and the corresponding Rules.
Changes in Capital Structure
During the year under review, there were no changes to the Company's
share capital. The paid-up equity share capital of the Company is Rs. 2,399,334,970.
Throughout the year, the Company did not issue any shares or convertible securities,
including sweat equity and stock option plans.
Credit Rating
There has been no change in the credit rating, which is disclosed in
the Corporate Governance Report, which forms part of this Annual Report.
Subsidiaries/Joint Ventures/Associates
The statement containing the salient features of the Financial
Statements of the Company's subsidiaries/joint ventures/ associates is given in Form
AOC – 1, provided in Notes to the consolidated financial statements, forming part of
this Annual Report.
Details pertaining to entities that became subsidiaries/ joint
ventures/associates and those that ceased to be the subsidiaries/joint ventures/associates
of the Company during the year under review are provided in the notes to the consolidated
financial statements, forming part of this Annual Report.
Directors and Key Managerial Personnel
As on March 31, 2025, your Company's Board has eight members. This
includes one Non-Executive Non-Independent Director connected to the Promoter, two
Executive Directors, and five Non-Executive Independent Directors, one of whom is a Woman
Independent Director. You can find details about the Board and Committee composition,
director tenure, and more in the Corporate Governance Report, which is part of this Annual
Report.
During the year, the following were the changes in Directors/ Key
Managerial Personnel:
1. Mr. Aalok Shanghvi (DIN: 01951829) – Whole-time Director has
also been designated as the Chief Operating Officer (COO) of the Company.
2. Mr. Sanjay Asher (DIN: 00008221), Non-Executive - Independent
Director, retired on completion of his term of appointment and ceased to be the Director
effective from March 31, 2025.
Subsequent to the year end and up to the date of the Report, the
following were the changes:
3. Ms. Jayashree Satagopan has been appointed as the Chief Financial
Officer and Key Managerial Personnel effective from July 01, 2025.
4. Mr. C S Muralidharan, Chief Financial Officer, shall retire from the
Company and cease to be the Chief Financial Officer effective from July 01, 2025.
5. Mr. Sudhir Valia (DIN: 00005561), a Non-Executive, Non-Independent
Director of the Company, will retire by rotation at the ensuing AGM, and he has not
offered himself for reappointment.
6. Ms. Vidhi Shanghvi (DIN: 06497350) is appointed as Whole-time
Director for a period of five years, effective from May 22, 2025, which shall be subject
to approval of the shareholders at the ensuing AGM.
The necessary disclosures required under the Act, the Listing
Regulations and Secretarial Standards-2 on General Meetings issued by the Institute of
Company Secretaries of India ("ICSI"), for the above-mentioned appointment/
re-appointment are provided in the Notice of 33rd AGM of the Company.
Declaration by Independent Directors
The Company has received declarations from all Independent Directors
confirming that they meet the criteria of independence as outlined in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent
Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the
data bank of Independent Directors maintained by the Indian Institute of Corporate
Affairs. There have been no changes in the circumstances affecting their status as
Independent Directors of the Company. In the opinion of the Board, the Independent
Directors meet the conditions specified under the Act and the Listing Regulations, and
they remain independent of management.
This requirement highlights how important independent directors are for
providing unbiased oversight. They help make sure that the Board's decisions are not
swayed by management or major shareholders.
Familiarisation Programme for the Independent Directors
In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarise them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of the Familiarisation Programme are available on the website of the Company at
https://sunpharma.com/policies/
Board Performance Evaluation
Board performance evaluation is carried out under a comprehensive
Performance Evaluation Programme ("PEP") every year. PEP is a part of the roles
and responsibilities of the Nomination and Remuneration Committee ("NRC"). Every
year NRC reviews the performance evaluation criteria for the Board as a whole, the Board
committees and individual board members, taking into consideration the SEBI guidelines and
the guidance note issued by the ICSI.
The PEP 2024-25 was conducted through a dual approach:
• Questionnaire Approach wherein a questionnaire for
performance evaluation of the Board as a whole, Board committees and individual Board
members was circulated seeking input from each Board member, and
• Interaction Approach wherein the Lead Independent
Director had one-on-one interactions with each Board member seeking input and suggestions
on the effectiveness of the Board processes
Remuneration Policy and Criteria for Appointment of Directors
The Company has in place a process for selection of any Director,
wherein the NRC identifies persons of integrity who possess relevant expertise, experience
and leadership qualities required for the position and the Committee also ensures that the
incumbent fulfils such criteria with regard to qualifications, positive attributes,
independence, age and other criteria as laid down under the Act, Listing Regulations or
other applicable laws and the diversity attributes as per the Board Diversity Policy of
the Company. The Remuneration policy, inter alia, covers guiding principles and components
such as fixed or variable, retiral benefits, commission, etc.
The Remuneration Policy as approved by the Board is available on the
website of the Company and can be accessed at https:// sunpharma.com/policies.
Information as per Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in ‘Annexure – A' to this Report. Further, the information
pertaining to Rule 5(2) & 5(3) of the aforesaid Rules, pertaining to the names and
other particulars of employees is available for inspection at the registered office of the
Company during business hours and the Annual Report is being sent to the members excluding
this. Any shareholder interested in obtaining a copy of the same may write to the Company
Secretary and Compliance Officer either at the Registered/Corporate Office address or by
email to secretarial@sunpharma.com.
Board Diversity
Your Company recognises and embraces the importance of a diverse board
in its success. The Board has adopted the Board Diversity Policy, which sets out the
approach to the diversity of the Board of Directors. The said Policy is available on the
Company's website at https://sunpharma.com/policies.
Succession Plan
Your company has an effective succession planning mechanism focusing on
the orderly succession of Directors, Key Management Personnel and Senior Management. The
NRC implements this mechanism in conjunction with the Board.
Management Discussion and Analysis
The Management Discussion and Analysis as prescribed under Part B of
Schedule V read with Regulation 34(3) of the
Listing Regulations is provided in a separate section and forms part of
this Annual Report which includes the state of affairs of the Company and there has been
no change in the nature of business of the Company during the financial year ended March
31, 2025.
Corporate Governance Report
The Corporate Governance Report and the certificate from the Company's
auditors, as stipulated in Schedule V of the Listing Regulations, are provided in a
separate section which forms part of this Annual Report.
Board Meetings
The Board of Directors of the Company met 7 (seven) times during the
year under review. The dates of the Board meetings and the attendance of the Directors at
the meetings are provided in the Corporate Governance Report, which forms a part of this
Annual Report.
Committees of the Board
As on March 31, 2025, the Board has 6 (six) Committees. Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,
Risk Management Committee, Corporate Social Responsibility Committee and Corporate
Governance and ESG Committee.
The Corporate Governance Report, which forms part of this Annual
Report, includes details about the meetings and composition of the Board's committees.
Related Party Transactions
With the Company's global reach, size, and operations, related
party transactions are essential for the Company's core business. As part of various
measures for better corporate governance, the Company has constituted a special Committee,
the Corporate Governance and ESG Committee ("CGESGC"), which, inter alia,
monitors and reviews all related party transactions before recommending them to the Audit
Committee for approval. Furthermore, the Company verifies the nature of these
transactions, confirming whether they were conducted at arm's length and in the
ordinary course of business, by obtaining a certificate from an Independent consultant.
This certificate is then presented to the CGESGC and Audit committee for thorough
evaluation, ensuring a robust governance process.
The Policy on Materiality of and Dealing with Related Party
Transactions, as approved by the Board, is available on the website of the Company at
https://www.sunpharma.com/ policies.
As required under Section 134(3)(h) of the Act, details of transactions
entered with related parties under the Act are given in Form AOC-2, provided as
‘Annexure – B' to this Report.
Board Policies
The various policies that the Board has approved and adopted in
accordance with the requirements set forth by the Act and the SEBI Listing Regulations can
be accessed at our website at https://www.sunpharma.com/policies.
Internal Controls and Internal Financial Controls
The management team recognises that robust internal controls are
foundational to sound governance. Actions derived from consensus-based business strategies
should operate within a structured system of oversight and balance. The leadership is
dedicated to maintaining an internal control environment proportionate to the
business's scale and intricacy. This environment is designed to ensure adherence to
internal protocols, compliance with pertinent laws and regulations, and the integrity and
precision of financial records. It also aims to bolster operational efficiency, safeguard
company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies,
thereby substantially mitigating risk exposure.
The Company has established a comprehensive internal controls
framework. This framework encompasses an array of policies, procedures, and mechanisms
that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks
and expenditures, and fostering enhanced decision-making and accountability.
The internal financial controls framework, an integral component of the
broader internal controls system, is pivotal in guaranteeing the dependability and
precision of financial reporting. This framework facilitates the meticulous preparation of
financial statements by generally accepted accounting standards.
Whistle-blower Policy/Vigil Mechanism
At Sun Pharma, we are dedicated to upholding high standards of
professional integrity and ethical conduct in all our business dealings. A comprehensive
Global Code of Conduct ("Code") underpins our reputation as a distinguished
global entity. This Code mandates that our employees embody the Company's core values
and engage in business activities with integrity and the utmost ethical standards. Through
our Global Whistle-blower Policy, management proactively works to avert any actions that
deviate from this Code. This policy establishes a protected avenue for employees to report
any infractions of the Code responsibly. The board-sanctioned Global Whistle-blower policy
is accessible on our website at https://sunpharma.com/policies. For more in-depth
information regarding the Company's Vigil Mechanism, please refer to the Corporate
Governance Report included within this Annual Report.
Global Internal Audit
The Global Internal Audit Function ("GIA") operates with
autonomy and authority at the corporate echelon, bolstered by the expertise of a renowned
external audit firm. This function conducts comprehensive risk-based audits across the
Company's spectrum of operations. The GIA systematically reviews all business units
and support functions on a rotational basis, ensuring the robustness and efficacy of
business process controls. These evaluations encompass the architecture of financial and
operational controls, their functional effectiveness, and the strategies for risk
mitigation. The GIA team is an assembly of professionals with credentials such as
Chartered Accountants, Certified Internal Auditors, Certified Information System Auditors,
Certified Fraud Examiners, Company Secretaries, MBAs, and Engineers. This department is
instrumental in providing assurance and strategic counsel to management, aiming to refine
the Company's procedural and systemic efficiency and effectiveness. Governed by the
Audit Charter approved by the Board's Audit Committee, the GIA's operations are
meticulously defined to facilitate audits of the highest standard. The Audit Committee
regularly scrutinises pivotal findings, imparts strategic direction, and evaluates the
GIA's performance. The Company's operational management diligently oversees the
internal control milieu, ensuring the swift and thorough implementation of audit
recommendations.
The Company implemented the Laser Audit Reporting System (LARS?)
effective April 1, 2024. The Laser Audit Reporting System (LARS?) is a web-based solution
that controls the complete audit lifecycle by establishing a systematic, disciplined, and
uniform process for internal audit management. It provides real-time completion status of
ongoing audits at all locations, centrally manages audit planning, audit programs, work
papers, and fieldwork, and coordinates information among auditors, auditees, and
management at all levels of the organisation.
Enterprise Risk Management
The mandatory disclosure of a risk management policy underscores the
importance of proactive risk management for the Company's sustainability. Identifying
risks that could potentially threaten the Company's existence emphasises the Board's
responsibility to consider both immediate and long-term threats to the Company's viability
and to implement appropriate mitigation strategies.
In order to comply with the above requirements, the Board of Directors
has established a Risk Management Committee to oversee the spectrum of organisational
risks diligently. The Corporate Governance Report, an integral part of this document,
provides detailed insights into the committee's operations. The committee evaluates
the effectiveness of risk mitigation strategies, ensuring they are robust and responsive.
In line with this, the Board has endorsed a comprehensive Risk Management Policy, a
synopsis of which can be accessed on our website at https://sunpharma.com/policies.
Our Company has instituted a holistic Enterprise Risk Management
("ERM") Framework. This framework is instrumental in identifying, evaluating,
prioritising, and managing critical risks that could impact our strategic and operational
goals. The ERM is pivotal in harmonising the organisation's risk appetite with its
strategic direction, refining risk response decisions, minimising unexpected operational
disruptions and losses, and bolstering stakeholder confidence.
The ERM team collaborates with the Business Unit, Regional, or
departmental heads to pinpoint potential internal and external events that could impede
the Company's objectives. It also continuously monitors shifts in the internal and
external landscapes that may give rise to new risks. Risks such as financial, operational,
sectoral, sustainability, cyber, strategic, compliance, social, geopolitical, third-party,
and others are systematically classified. These are meticulously documented in a risk
register, which includes comprehensive details like the risk statement, risk category,
risk classification, risk mitigation method, control effectiveness status, risk rating,
risk owner, contributing factors, mitigation plans/ control details, department
responsible, risk champion, mitigation plan/control owner, status of mitigation plan/
control, and target date. This register is updated half-yearly to reflect the evolving
risk environment.
The Company implemented the Laser Risk Management System (LERMS?)
effective September 1, 2024. The Laser Risk Management System (LERMS?) delivers a central
risk management system for identifying risks, evaluating their likelihood and impact,
relating them to mitigating controls and tracking their resolution. It establishes a risk
management culture across the organisation and helps achieve future goals by avoiding
surprises.
Auditors
Statutory Auditors
Disclosing the details of the Statutory Auditors in the Board's Report
helps ensure transparency and gives shareholders and other stakeholders confidence in the
Company's financial health and adherence to regulations.
S R B C & CO LLP, Chartered Accountants, (Firm's Registration.
No. 324982E/E300003), have been reappointed as the Statutory Auditors of the Company for a
period of 5 (five) years at the 30th AGM of the Company to hold office till the conclusion
of the 35th AGM of the Company.
The Auditor's Report for the financial year 2024-25 has been
issued with an unmodified opinion.
Secretarial Auditors
The Secretarial Audit verifies whether the Company follows various laws
and regulations, strengthening its compliance efforts. The Board is responsible for
responding to any issues raised in the audit report, which shows its commitment to making
necessary changes and maintaining high compliance standards.
The Board had appointed KJB & CO LLP, Practising Company
Secretaries, to undertake the Secretarial Audit of the Company for the financial year
ended March 31, 2025. The Secretarial Audit Report in the Form No. MR-3 for the year is
provided as ‘Annexure – C1' to this Report.
The Secretarial Audit Report for the year does not contain any
qualification or reservation except a remark, as follows,
"During the review period, there was a technical deviation in the
timing of execution of a related party transaction involving a wholly owned subsidiary and
a 99.99% subsidiary. The transaction, relating to a proposed merger, was approved by the
audit committee on 31 March 2025 and was intended to be effective from 1 April 2025. It
was subsequently observed that the underlying transaction in relation to the proposed
merger was consummated on 26 March 2025. In light of the SEBI LODR (Third Amendment)
Regulations, 2024 (effective from 13 December 2024), ratification for transactions beyond
Rs. 1 Crore is not permitted. As such, the matter was assessed as a
pure technical non-alignment of four days."
In the opinion of the Board of directors, the remark in the Secretarial
Audit Report is self explanatory and the Company has taken appropriate measures to
strengthen the process.
In accordance with the provision of Regulation 24A of the Listing
Regulations, Secretarial Audit of two material unlisted Indian subsidiaries of the Company
namely, Sun Pharma Laboratories Limited (SPLL) and Sun Pharma Distributors Limited (SPDL),
was undertaken by KJB & CO LLP, Practicing Company Secretaries, Mumbai and the
Secretarial Audit Reports issued by them are provided as ‘Annexure - C2' and
‘Annexure - C3' respectively to this Report. The Secretarial Audit Reports for
these material unlisted Indian subsidiaries does not contain any qualification,
reservation or adverse remark.
In order to comply with the recent amendments of Listing Regulations
Board of Directors of the Company has proposed, to appoint KJB & CO LLP, Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for a period of 5
(five) consecutive years, commencing from the 33rd AGM to hold office till the conclusion
of the 38th AGM of the Company. Disclosure regarding appointment as required under Listing
Regulations is provided in the Notice of the 33rd AGM of the Company and forms part of
this Annual Report.
Your Board recommends the appointment of KJB & Co LLP, Practising
Company Secretaries, as the Secretarial Auditor of the Company, for a term of five
consecutive years.
Cost Auditors
Sharing information about the Cost Auditors in the Board's Report
promotes transparency and accountability in the Company's cost accounting practices
and the accuracy of cost records. This disclosure shows that the Company meets legal
requirements and helps stakeholders understand how it manages costs.
Your Board has appointed K D & Co, Cost Accountants (Firm's
Registration No. 004076) as Cost Auditor of the Company for conducting Cost Audit in
respect of Bulk Drugs & Formulations of the Company for the FY25.
The Company has maintained the Cost Records as specified by the Central
Government under Section 148(1) of the Act.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report of the Company
for the year ended March 31, 2025 is provided in a separate section and forms part of this
Annual Report and is also made available on the website of the Company at https://
sunpharma.com/investors-annual-reports-presentations.
Corporate Social Responsibility ("CSR")
In compliance with the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the
Company is available on the website of the Company and can be accessed through the web
link at https://sunpharma.com/policies.
The Annual report on CSR activities, which contains details of
expenditures incurred by the Company and brief details on the CSR activities, is provided
in, 'Annexure – D' to this Report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as ‘Annexure –
E' to this Report.
Human Resources
FY25 was an exciting year for us. Our dedicated workforce worked
relentlessly to ensure medicines continue to reach patients who rely on us. Driven by
Sunology, our employees, who are spread across R&D centres, manufacturing sites,
corporate offices and sales offices globally, enabled us in delivering a higher
performance and stronger growth. The priority for the Human Resource function continued to
provide a work environment which is safe, diverse, inclusive and full of growth
opportunities in line with our Employee Value Proposition of Better Everyday, Take Charge,
Thrive Together. Going forward, focus will be on further enhancing our employer brand,
providing growth & development opportunities to our employees through talent
management along with focus on high performance and effectiveness.
Your Board would like to take this opportunity to express their
gratitude and appreciation for the passion, dedication and commitment of the employees and
look forward to the continued contribution.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Board strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through various
interventions and practices. It is the continuous endeavour of the Management of the
Company to create and provide an environment to all its employees that is free from
discrimination and harassment including sexual harassment. The Company has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has
arranged various interactive awareness workshops in this regard for the employees at the
manufacturing sites, R & D set ups & corporate office during the year under
review.
There were 7 (seven) complaints received during the year, out of which,
5 (five) complaints were disposed off and 2 (two) complaints were pending as on the end of
March 31, 2025.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Prohibition of Insider Trading
The Company has established a Code of Conduct for Prohibition of
Insider Training ("Code") to govern, monitor, and report trading in the
Company's shares by designated persons and their immediate relatives, in accordance
with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
The Code outlines the procedures that designated persons must follow
when trading or dealing in the Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI").
The Sun Compliance Team sends bi-weekly communications to inform the
designated person about the compliance do's and don'ts related to Insider Trading
Regulations, ensuring understanding and adherence to the Code. The Code can be accessed at
the Company's website at https://sunpharma. com/policies.
Cyber Security
Due to the rise in cyberattacks, we regularly review our cybersecurity
practices and improve our processes and technology controls based on new threats. Our
company has real-time security monitoring in place, along with necessary controls at
different levels, from individual user devices to networks, servers, applications, and
data.
Regulatory Orders
Currently, there are no substantial or impactful orders issued by
regulatory bodies, courts, or tribunals that could affect the Company's capacity to
continue as a going concern. According to the Listing Regulations, the Company is
committed to transparently disclosing any significant events, important information, or
regulatory directives it receives, ensuring that stakeholders are kept informed on a
regular basis.
Annual Return
The draft Annual Return as required under sub-section (3) of Section 92
of the Act in form MGT-7 is made available on the website of the Company and can be
accessed at https:// sunpharma.com/annual-return.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards as
amended from time to time.
Other Disclosures
1. During the year under review, the Statutory Auditor, Cost Auditor
and Secretarial Auditor have not reported any instances of fraud committed in the Company
by its Officers or Employees to the Audit Committee and/or Board under section 143(12) of
the Act.
2. There are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016, and there is no instance of one-time
settlement with any Bank or Financial Institution.
3. Upon receipt of Observations Letters from the Stock Exchanges on the
Composite Scheme of Arrangement involving (a) amalgamation of Wholly-owned subsidiary
companies viz. Sun Pharmaceutical Medicare Limited, Green Eco Development Centre Limited,
Faststone Mercantile Company Private Limited, Realstone Multitrade Private Limited, Skisen
Labs Private Limited with the Company and (b) Reclassification of General Reserve of the
Company to Retained Earnings, pursuant to the provisions of Sections 230 to 232 of the
Companies Act, 2013, application was filed with the National Company Law Tribunal,
Ahmedabad ("NCLT").
NCLT passed the order on the application and directed the convening of
a meeting of the equity shareholders of the Company. Accordingly, a meeting of equity
shareholders of the Company was held on January 21, 2025 via video-conferencing, wherein
equity shareholders approved the Composite Scheme of Arrangement by the requisite
majority. NCLT dispensed with the meetings of the unsecured creditors of the Company and
the meetings of shareholders and unsecured creditors of the Transferor Companies.
Subsequent to the shareholders' approval, a petition was filed
with the NCLT, which is scheduled for hearing on June 12, 2025.
4. The Company has not issued any equity shares with differential
rights regarding dividends, voting, or other rights.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(5) read with Section
134(3)(c) of the Act, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on March 31, 2025
and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Acknowledgements
Your Board wish to thank all stakeholders, employees and business
partners, Company's bankers, medical professionals and business associates for their
continued support and valuable cooperation.
Your Board also wish to express their gratitude to investors for the
faith that they continue to repose in the Company.
| For and on behalf of the Board of Directors |
|
Dilip Shanghvi |
Aalok Shanghvi |
| Chairman and Managing |
Whole-time Director |
| Director |
and Chief Operating Officer |
| (DIN: 00005588) |
(DIN: 01951829) |
| Place: Mumbai |
|
| Date: May 22, 2025 |
|
|