1k · 3rd August, 2018 BSE Limited 1st Floor, New Trading Wing, Rotunda Bldg, P.J. Towers, Dalal Street, Fort, Mumbai -400 001. National Stock Exchange of India Ltd.,

3rd August, 2018

BSE Limited 1st Floor, New Trading Wing, Rotunda Bldg, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001.

National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No. C/1, G. Block, Bandra-Kurla Complex, Mumbai - 400 051 .

Dear Sir/ Madam,

Ref: BSE Scrip code - 532979 NSE Symbol - PIRPHYTO

1k Piramal 'V Phytocare

Sub: Submission of Annual Report as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Annual Report for FY 2017-18 which was approved by the shareholders at the 17th Annual General Meeting of the Company held on

Thursday, 2nd August, 2018.

Kindly take the above on record and oblige.

Thanking Yo~

Yours truly, For Piramal Phytocare Limited

~ Maneesh Sharma Company Secretary

Piramal Phytocare Limited CIN : L73100MH2001PLC132523

Registered Office: Piramal Tower, Ganpatrao Kadam M arg, Lower Pare!, Mumbai - 400 013, India Secretarial Dept: Ground Floor, B Block, Agastya Corporate Park, Opp. Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai, M aharashtra 400070, India

T +91 22 3802 3083 F +91 22 3802 3084 pirama lphytocare.com

Piramal Phytocare

BOARD OF DIRECTORSN. L. Bhatia

Gautam Doshi

Rajesh Laddha

Rashida Najmi

MANAGERRajiv Salvi

CHIEF FINANCIAL OFFICERKarthik Muralidharan

COMPANY SECRETARYManeesh Sharma

AUDITORSPrice Waterhouse Chartered Accountants LLP,252, Veer Savarkar Marg,Shivaji Park, Dadar (West),Mumbai – 400 028

BANkERSHDFC Bank Limited

REGISTERED OFFICEPiramal Tower,Ganpatrao Kadam Marg,Lower Parel,Mumbai – 400 013, India

Piramal Phytocare Limited

Contents

1

Management Discussion & Analysis .................................................................................................2

Report on Corporate Governance ......................................................................................................5

Notice ................................................................................................................................................17

Board’s Report ..................................................................................................................................28

Auditors’ Report ................................................................................................................................52

Balance Sheet...................................................................................................................................58

Statement of Profit & Loss ..............................................................................................................59

Cash Flow Statement .......................................................................................................................60

Statement of Changes in Equity ......................................................................................................62

Notes to Financial Statements ........................................................................................................63

This Annual Report can also be accessed at the Company’s website, www.piramalphytocare.com

CONTENTS

Management Discussion & Analysis

2 Annual Report 2017 - 18

MANAGEMENT DISCUSSION AND ANALYSIS

Performance Highlights:

Income Statement

(` in Lakhs)

Year ended March 31 2018 2017 Growth

Income

Sales 2,381.38 412.64 477%

Other Income 21.94 28.91 (24%)

Expenditure

Total Operating Expenditure 4,644.15 418.16 1011%

Profit / (Loss) Before Interest, Depreciation and Tax (2,240.83) 23.39 –

Less : Interest Paid (net) 1.59 0.24 –

Profit / (Loss) Before Depreciation and Tax (2,242.42) 23.15 –

Less : Depreciation 4.17 4.17 –

Profit / (Loss) Before Tax (2,246.59) 18.98 –

Less : Tax Expenses – – –

Net Profit / (Loss) After Tax (2,246.59) 18.98 –

Other Comprehensive Income / (Loss) (1.45) (12.03) –

Total Comprehensive Income / (Loss) for the period (2,248.04) 6.95 –

Earnings / (Loss) per Share (Basic / Diluted) (`) (Face Value of ` 10 each) (8.65) 0.07 –

Net Sales:Piramal Phytocare Limited (PPL) is engaged in marketing globally novel healthcare solutions from natural resources. During the year, PPL’s sales increased 477% to ` 2,381.38 lakhs as against ` 412.64 lakhs in FY2017. The Increase was due to the addition of over-the-counter products to our product portfolio.

Operating Expenditure:Operating expenditure was higher at ` 4,644.15 lakhs as compared to ` 418.16 lakhs in FY2017 primarily on account of increased spends on business promotion.

Profit / Loss for the year: Higher marketing spends and employee costs resulted in a loss of 2,246.59 lakhs for the current year.


3Piramal Phytocare Limited

Balance Sheet(Rs. in Lakhs)

As at March 31 2018 2017

Non-Current AssetsProperty, Plant and Equipment 31.41 35.58

Intangible Assets – –

Other Non-current Assets 30.87 52.20

Total Non-Current Assets 62.28 87.78

Current AssetsInventories 31.70 30.58

Financial Assets:

Trade Receivables 100.40 124.26

Cash & Cash equivalents 197.85 37.73

Bank balances other than (ii) above 0.50 250.50

Other Financial Assets 21.12 4.58

Other Current Assets 395.88 37.61

Total Current Assets 747.45 485.26

Total Assets 809.73 573.04

EquityEquity Share Capital 2,596.03 2,596.03

Other Equity (4,338.58) (2,090.54)

Total Equity (1,742.55) 505.49

LiabilitiesNon-Current LiabilitiesProvisions 45.26 13.71

Current LiabilitiesFinancial Liabilities:

(i) Trade Payables 289.96 38.99

(ii) Other Financial Liabilities 117.95 1.42

Other Current Liabilities 1,993.81 2.94

Provisions 105.30 10.49

Total Current Liabilities 2,507.02 53.84

Total Equity and Liabilities 809.73 573.04

Industry Overview:Global herbal market is estimated approximately USD 72 Billion and is expected to reach USD 117.02 Billion by 2024 and expected to grow further at CAGR of 14.88% to reach USD 7 trillion by 20501. The rising popularity of herbal medicines compared to conventional drugs is the main driver for growth. More than 30,000 branded and 1,500 traditional AYUSH products are available in the country. India is the world’s second largest exporter of medicinal plants after China.

Less side effects and low toxicity compared to allopathy products, acceptance of herbal products over other medicines, absence of allopathic medicines especially for some chronic conditions are all key factors for growth. Furthermore, the Indian government has been supporting herbal sector through various schemes.

1 Global Herbal Medicine Market Size, Hexa Research, April 2018



Quality is the most important issue in this segment like formulation development process & manufacturing. This is a great opportunity for Piramal Phytocare Products.

Business and Strategy:Piramal Phytocare Limited (PPL) offers proprietary medicinal products that are made from standardized herbal extracts. The Company is engaged in global marketing of finished pharmaceutical dosage forms especially Proprietary Formulations, wherein the active ingredients are derived from natural sources. Polyherbal formulations, finds its roots in the classical wisdom of Ayurveda and are being consumed in many countries across the globe such as Georgia, Algeria, Moldova, UAE, Singapore, Ukraine, Kazakhstan, Sri Lanka and India. The phyto-active constituents used in these products are well known and are already available in the industry, but the formulations have been designed, developed, and standardized for specific use by PPL.

In India, these products are licensed under the department of AYUSH as Proprietary Ayurvedic Medicine. The Company is registered with Pharmaceutical Export Promotion Council (PHARMEXIL), Government of India and is actively engaged in promoting the cause of Scientific, safe and effective herbal products through participation in relevant events and conferences in India and Abroad.

During the year, the company rolled out the following initiatives –

� Appointed marketing experts to strengthen its business and improve its presence in various countries, specifically in CIS and CEE countries.

� Identified ten potential Indian companies /distributors with a presence in French African, UAE and ASEAN countries to explore business opportunities in these countries.

� Listed product portfolio on “1mg”, one of India’s largest online pharmacy

� Strengthened product range, developing Cosmeceutical products such as Anti-dandruff herbal shampoo and herbal hair oil/s.

� Improved systems and processes by institutionalising Standard Operating Processes for carrying out business activities

Merger : The Board of Directors approved the scheme of amalgamation between Piramal Phytocare Limited and Piramal Enterprises Limited and their respective shareholders. The rationale of the merger is to bring together companies that are engaged in a similar consumer product business. It will also ensure focused management of the combined business resulting in organisational efficiencies, optimum utilisation of various resources, and maximising overall shareholders value.

Report on Corporate Governance


A report for the financial year ended March 31, 2018 on the compliance by the Company with the Corporate Governance requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’), is furnished below.

1. Company’s Philosophy on Corporate Governance

Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organisation. Good Corporate Governance leads to long-term stakeholder value and enhances interests of all stakeholders. It brings into focus the fiduciary and trusteeship role of the Board to align and direct the actions of the organisation towards creating wealth and stakeholder value.

The Company’s essential character is shaped by the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company continuously endeavors to improve on these aspects. The Board views Corporate Governance in its widest sense. The main objective is to create and adhere to a corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company’s philosophy on Corporate Governance is guided by the Company’s philosophy of Knowledge, Action, Care and Impact.

The Board of Directors fully supports and endorses the Corporate Governance practices being followed by the Company.

2. Board of DirectorsA. Composition and Size of the Board

The composition of your Company’s Board, which comprises 4 Directors, is given in the table below and is in conformity with Regulation 17(1) of the Listing Regulations and other applicable regulatory requirements. There are no Nominee Directors representing any institution on the Board of the Company.

Name of Director Other Directorships1 Membership of other Board Committees2

as Member as Chairman as Member as Chairman Non-Executive DirectorsMr. Rajesh Laddha 9 – 1 –Ms. Rashida Najmi – – – –Non-Executive Independent Directors Mr. Gautam Doshi 11 – 5 1Mr. N. L. Bhatia 2 – 1 –

Notes:1 This excludes directorships in foreign companies and companies licensed under Section 8 of the Companies Act,

2013.

2 This relates to membership of Committees referred to in Regulation 26(1) of the Listing Regulations, viz. Audit Committee and Stakeholders Relationship Committee of all public limited companies, whether listed or not and excludes private limited companies, foreign companies and companies licensed under Section 8 of the Companies Act, 2013.

• Role of Non-Executive / Independent Directors

Non-Executive / Independent Directors play a key role in the decision-making process of the Board and in shaping various strategic initiatives of the Company. These Directors are committed to act in what they believe to be in the best interests of the Company and its stakeholders. These Directors are professionals, with expertise and experience in general corporate management, corporate laws, finance and other allied fields. This wide knowledge of their respective fields of expertise and best-in-class boardroom practices, helps foster varied, unbiased, independent and experienced perspective. The Company benefits immensely from their inputs in achieving its strategic direction.

REPORT ON CORPORATE GOVERNANCE



An Independent Director is the Chairman of the Audit Committee, the Nomination & Remuneration Committee and of the Stakeholders Relationship Committee.

• Meeting of Independent Directors

The Company’s Independent Directors met on March 27, 2018 without the presence of Non-Executive Directors or members of management and reviewed matters pertaining to Performance Evaluation of the Board / Committees and the Directors.

Both Independent Directors attended the meeting.

• Familiarization Programme for Independent Directors

The Company has established a Familiarization Programme for Independent Directors. The framework together with the details of the Familiarization Programme conducted has been uploaded on the website of the Company.

The web-link to this is http://piramalphytocare.com/investors/

• Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

• Inter-se relationship among Directors

There are no inter-se relationships among the Directors.

B. Board Meetings and ProceduresThe annual calendar for Board / Committee meetings is fixed well in advance and is in confirmation with the availability of the Directors, so as to facilitate active and consistent participation of all Directors in the Board / Committee meetings. Video conferencing facilities are available to Directors who may be unable to attend the meetings in person, to participate in the meeting via video conferencing, as permitted by law.

Details presented to the Board include operations, business performance, finance, sales and related details. All necessary information including but not limited to those mentioned in Part A of Schedule II to the Listing Regulations, are placed before the Board of Directors. The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic.

I. Meetings Held

Six Board meetings were held during the year. The Company has held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements.

The meetings were held on the following dates:

April 12, 2017 April 26, 2017May 26, 2017 July 28, 2017November 7, 2017 January 31, 2018



II. Details of Directors attendance at Board Meetings and at the last Annual General Meeting(AGM) held on May 26, 2017 are given in the following table:

Name of Director Board Meetings Attended last AGMHeld during tenure Attended

Mr. Rajesh Laddha 6 6 YesMr. Gautam Doshi 6 6 YesMr. N. L. Bhatia 6 6 YesMs. Rashida Najmi 6 5 Yes

C. Shareholding of Non-Executive DirectorsThe individual shareholding of Non-Executive Directors (including shareholding as joint holder) as on March 31, 2018 is given below:

Name of Director No. of Shares heldMr. Rajesh Laddha 949Mr. Gautam Doshi 16,480

3. Statutory Board CommitteesA. Audit Committee

I. Constitution of the CommitteeThe Audit Committee comprises three members as per details in the following table:

Name CategoryMr. Gautam Doshi – Chairman Non-Executive, Independent

Mr. N. L. Bhatia Non-Executive, Independent

Mr. Rajesh Laddha Non-Executive

All the members of the Committee have sound knowledge of finance, accounts and business management. The Chairman of the Committee, Mr. Gautam Doshi, is a Chartered Accountant and has extensive accounting and related financial management expertise.

The composition of this Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

Mr. Maneesh Sharma, Company Secretary, is the Secretary to the Committee.

II. Terms of ReferenceThe terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act, 2013 and Part C of Schedule II of the Listing Regulations.

III. Meetings Held & AttendanceThe Audit Committee met five times during the financial year 2017-18, on the following dates before finalisation of annual accounts and adoption of quarterly financial results by the Board:

April 12, 2017 April 26, 2017July 28, 2017 November 7, 2017January 31, 2018

It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days.



All the five meetings were attended by all the members of the Audit Committee.

Mr. Gautam Doshi, Chairman of the Audit Committee was present at the last AGM.

B. Nomination & Remuneration CommitteeI. Constitution of the Committee

The Nomination & Remuneration Committee (‘NRC’) comprises three members as per details in the following table:

Name CategoryMr. Gautam Doshi – Chairman Non–Executive, Independent

Mr. N. L. Bhatia Non–Executive, Independent

Mr. Rajesh Laddha Non–Executive

The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

II. Terms of Reference The terms of reference of the NRC are aligned with the terms of reference provided under Section 178 of the Companies Act, 2013 and Para A of Part D of Schedule II of the Listing Regulations.

III. Meetings Held & Attendance The Committee met once during the financial year 2017-18 on April 12, 2017. The meeting was attended by all the members of the Committee.

Mr. Gautam Doshi, Chairman of NRC was present at the last AGM.

IV. Performance evaluation criteria for Independent DirectorsPerformance evaluation of all Directors (including Independent Directors) is undertaken on the basis of a structured questionnaire.

The Performance Evaluation Criteria for Independent Directors comprises certain parameters like professional qualifications, experience, knowledge and competency, active participation at the Board / Committee meetings, ability to function as a team, initiative, availability and attendance at meetings, integrity, independence from the Company and other Directors and whether there is any conflict of interest, voicing of opinions freely, etc. These are in compliance with applicable laws, regulations and guidelines.

C. Stakeholders Relationship CommitteeI. Constitution of the Committee

The Stakeholders Relationship Committee comprises two members, as per details in the following table:

Name CategoryMr. N. L. Bhatia – Chairman Non-Executive, IndependentMr. Rajesh Laddha Non-Executive

The composition of this Committee is in compliance with the requirements of Section 178 of Companies Act, 2013 and Regulation 20 of the Listing Regulations.

II. Terms of ReferenceThe terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act, 2013 and Para B of Part D of Schedule II of the Listing Regulations.



III. Meetings Held & AttendanceThe Committee met four times during the financial year 2017-18, on the following dates:

April 12, 2017 July 28, 2017November 7, 2017 January 31, 2018

All the four meetings were attended by both the members of the Committee.

Mr. N. L. Bhatia, Chairman of the Stakeholders Relationship Committee was present at the last AGM.

IV. Stakeholders Grievance Redressal4 complaints were received and redressed to the satisfaction of the concerned shareholders during the year under review. No requests for transfer and for dematerialization were pending for approval as on March 31, 2018.

The Registrar and Share Transfer Agents, M/s. Link Intime India Private Limited (RTA), attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges or the Ministry of Corporate Affairs. Most of the investors grievances / correspondences are attended within a period of 7 days from the date of receipt of such grievances.

The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints / queries.

V. Compliance OfficerMr. Maneesh Sharma, Company Secretary is the Compliance Officer. The Company has designated the Email ID [email protected] to enable stakeholders to email their grievances.

4. Remuneration of Directors

Sitting fees paid to Independent Directors

Details of sitting fees paid to the Independent Directors for attending the Board & Committee meetings held during the year ended March 31, 2018 are given below. These are within the limits prescribed under the Companies Act, 2013:

(`)Name Sitting fees

Mr. Gautam Doshi 2,60,000Mr. N. L. Bhatia 3,40,000

Note : As per policy, sitting fees are paid only to Independent Directors.



5. General Body MeetingsA. Details of the Annual General Meetings held during the preceding 3 years and Special Resolutions passed thereat

are given below:

Sl. No.

Annual General Meeting (AGM)

Date Time Venue Details of Special Resolutions passed

1. 14th AGM August 12, 2015 3.00 p.m.

Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai-400 020.

None

2. 15th AGM August 4, 2016 3.00 p.m.

Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai-400 020.

Re-Appointment of Dr. Ashish Suthar as Manager

3. 16th AGM May 26, 2017 10.30 a.m.

Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai- 400020.

� Appointment of Mr. Rajiv Salvi as Manager

� Increase in Borrowing Powers of the Company

� Issue of Non-Convertible Debentures on Private Placement Basis

B. Postal Ballot

No resolution was passed through Postal Ballot during the financial year 2017-18.

At present there is no proposal to pass any resolution through postal ballot.

6. Disclosures

• Related Party Transactions

a. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulations during the financial year 2017-18 were undertaken in compliance with the aforesaid regulatory provisions;

b. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company;

c. Suitable disclosure as required by the Indian Accounting Standards (Ind AS24) has been made in Note No. 30 to the Financial Statements, which forms part of this Annual Report;

d. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company and can be accessed at http://piramalphytocare.com/investors/;

e. The Register of Contracts / statement of related party transactions, is placed before the Board / Audit Committee regularly;

• There has been no non-compliance by the Company on any matter related to capital markets. Hence, the question of penalties or strictures being imposed by SEBI or the Stock Exchanges or any other statutory authority does not arise;

• Listing fees for the financial year 2018-19 have been paid to the Stock Exchanges on which the shares of the Company are listed.

Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees,



to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company and the weblink to the same is http://piramalphytocare.com/investors/. No Director/ Employee has been denied access to the Audit Committee.

Compliance with Mandatory / Non-Mandatory Requirements

� The Company has complied with all the applicable mandatory requirements of the Listing Regulations.

� The Company has also adopted the non-mandatory requirement as specified in the Listing Regulations regarding unmodified audit opinion.

7. Means of Communication

The Company recognizes the importance of two-way communication with shareholders and of giving a balanced reporting of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the Company directly throughout the year. They also have an opportunity to ask questions in person at the Annual General Meeting. Some of the modes of communication are mentioned below:

A. Quarterly Results:

The approved financial results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Company’s website www.piramalphytocare.com and are published in Business Standard (English) and Mumbai Lakshadweep (Marathi), within forty-eight hours of approval thereof.

B. Website:

The Company’s website www.piramalphytocare.com contains a separate dedicated section for Investors, the link to which is http://www.piramalphytocare.com/investors/ where all information and relevant policies to be provided under applicable regulatory requirements, are available in a user friendly form.

C. Annual Report:

The Annual Report containing inter-alia the Audited Annual Accounts, Board’s Report, Auditor’s Report, Corporate Governance Report and other important information is circulated to Members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report.

D. Designated Exclusive Email ID:

The Company has designated the Email ID [email protected] exclusively for investor servicing.

This Email ID has been displayed on the Company’s website www.piramalphytocare.com.

E. Address for Correspondence with the Company:

Piramal Phytocare Limited,Piramal Ananta, Agastya Corporate Park, Opp. Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai 400070 Tel.: (91 22) 3802 3083Fax: (91 22) 3802 3084

F. SEBI Complaints Redress System (SCORES):

All complaints received through SEBI SCORES are resolved in a timely manner by the Company, similar to other complaints.



G. NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre (BSE List-ing Centre):

NEAPS and BSE Listing Centre are web based application systems for enabling corporates to undertake electronic filing of various periodic compliance related filings like shareholding pattern, results, press releases, etc.

8. General Information for Shareholders

A. Company Registration Details

The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L73100MH2001PLC132523.

B. Annual General Meeting

Day, Date and Time: Thursday, August 2, 2018 at 11.00 a.m.

Venue: Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai – 400 020

The Company shall also provide facility of e-voting and ballot voting for the ensuing Annual General Meeting.

C. Financial Calendar Financial reporting for:

Quarter ending June 30, 2018 on or before August 14, 2018Half year ending September 30, 2018 on or before November 14, 2018Quarter ending December 31, 2018 on or before February 14, 2019Year ending March 31, 2019 on or before May 30, 2019Annual General Meeting for the year ending March 31, 2019 July / August, 2019

D. Listing on Stock Exchanges

Equity SharesBSE Limited (BSE), [Scrip Code: 532979]Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

National Stock Exchange of India Limited (NSE),[Trading Symbol: PIRPHYTO]Exchange Plaza, C-1, Block G,Bandra Kurla Complex,Bandra (E), Mumbai - 400 051.

ISIN : INE122J01015

Reuters code : PPTL.BO

: PPTL.NS

Bloomberg code : PPHL: IN



E. Stock Market Data

High, Low and Average Closing Price and Trading Volume of the Company’s Equity Shares during each month of the last financial year 2017-18 at BSE and NSE are given below:

Month

BSE Limited (“BSE”) National Stock Exchange of India Limited (“NSE”)

High

(`)

Low

(`)

Average Closing

Price(`)

MonthlyVolume

High

(`)

Low

(`)

Average Closing

Price(`)

MonthlyVolume

Apr - 2017 93.00 79.25 86.05 1,78,196 93.00 79.00 85.83 2,91,349

May - 2017 84.00 72.40 79.28 1,10,300 83.00 72.00 79.00 1,34,516

Jun - 2017 78.90 63.75 72.93 70,705 78.00 64.70 73.31 99,852

Jul - 2017 75.00 61.20 68.40 58,391 76.00 61.10 68.20 1,34,545

Aug - 2017 67.40 42.75 51.39 39,165 65.90 43.00 49.99 80,166

Sep - 2017 44.90 36.75 39.70 19,228 45.25 35.30 38.36 31,241

Oct - 2017 56.50 33.25 42.84 50,946 53.60 31.35 42.57 23,490

Nov - 2017 57.10 48.75 52.40 43,756 53.45 48.45 50.84 7,046

Dec - 2017 47.85 42.70 45.68 23,519 48.20 44.00 46.00 10,761

Jan - 2018 47.45 38.60 43.46 49,951 46.35 39.75 42.88 30,817

Feb - 2018 48.65 41.80 45.01 25,322 46.25 41.85 45.50 9,390

Mar - 2018 45.45 41.75 43.88 6,622 45.00 38.00 40.90 37,132

Source: BSE and NSE Websites

F. Stock Performance vs S&P BSE Sensex and NIFTY 50

The closing price of the Company’s Equity Shares at BSE as on March 31, 2018 declined by around 51% as compared to the closing price as on April 1, 2017. During the same period BSE Sensitive Index (‘S&P BSE Sensex’) rose by around 10%.

The closing price of the Company’s Equity Shares at NSE as on March 31, 2018 declined by around 56% as compared to the closing price as on April 1, 2017. During the same period CNX Nifty (‘NIFTY 50’) rose by around 11%.



• Liquidity

The shares of the Company were placed under the Graded Surveillance Measures (‘GSM’) framework implemented by the Stock Exchanges with effect from March 14, 2017. Accordingly, the shares of the Company were subjected to the restrictions as applicable at various stages of GSM framework, during the course of the financial year ended March 31, 2018.

G. Share Transfer Agents

M/s. Link Intime India Pvt. Ltd. (‘Link Intime’), are the Share Transfer Agents of the Company. The contact details of Link Intime are given below:Link Intime India Pvt. Ltd.C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.Tel.: (022) 4918 6000/ 4918 6270Fax: (022) 4918 6060Email ID: [email protected]

H. Share Transfer System

For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (RTA) to approve share transfers. Share transfers/ transmissions approved by the RTA are placed at the Board Meeting from time to time.

In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.

In case of shares held in physical form, all transfers are completed within 15 days from the date of receipt of complete documents. As at March 31, 2018 there were no Equity Shares pending for transfer. Also, there were no demat requests pending as on March 31, 2018.

The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with the share transfer and other formalities as required under Regulation 40 of the Listing Regulations and files a copy of the certificate with the Stock Exchanges.

I. Distribution of Shareholding by size as on March 31, 2018

No. of Shares held No. of Shareholders

% to total no. of Shareholders

No. of Shares % to total no. of Shares

1 to 100 44,502 85.85 10,37,996 3.99101 to 200 2,986 5.76 4,56,252 1.76201 to 500 2,245 4.33 8,16,210 3.14501 to 1000 964 1.86 7,85,511 3.031001 to 5000 860 1.66 19,46,486 7.505001 to 10000 135 0.26 9,96,999 3.8410001 to 20000 75 0.14 10,67,242 4.1120001 to 30000 23 0.04 5,78,905 2.2330001 to 40000 14 0.03 4,90,988 1.8940001 to 50000 9 0.02 4,13,904 1.6050001 to 100000 8 0.02 4,90,084 1.89Above 100000 14 0.03 1,68,79,763 65.02Total 51,835 100.00 2,59,60,340 100.00



J. Statement showing shareholding pattern as on March 31, 2018

Sr. No.

Category of Shareholder No. of Shareholders

No. of Shares

%

(A) Shareholding of Promoter and Promoter Group 13 1,45,57,438 56.08(B) Non Promoter - Non Public 1 3,79,767 1.46

Piramal Phytocare Limited Senior Employees Option Trust 1 3,79,767 1.46(C) Public shareholding1. Institutions(a) Mutual Funds / UTI 2 57 0.00(b) Financial Institutions / Banks 12 2,113 0.01(c) Central Government / State Government(s) 0 0 0.00(d) Insurance Companies 1 8,73,537 3.37(e) Foreign Portfolio Investors (Corporate) / FIIs 1 1,66,893 0.64(f) Foreign Banks 1 32 0.002. Non-Institutions(a) Bodies Corporate 373 7,62,749 2.94(b) Individuals

(i) holding nominal share capital up to ` 2 lakhs 49,909 62,25,626 23.98(ii) holding nominal share capital in excess of ` 2 lakhs 38 16,08,693 6.20

(c) Others(i) Non Resident Indians – Repatriable 331 1,95,639 0.76(ii) Non Resident Indians – Non Repatriable 308 53,172 0.20(iii) Foreign Companies 1 5,61,773 2.16(iv) Overseas Bodies Corporate 1 385 0.00(v) Clearing Members 68 93,375 0.36(vi) Trusts 14 5,221 0.02(vii) Foreign Nationals 0 0 0.00(viii) Hindu Undivided Family 760 4,06,152 1.56(ix) Unclaimed Suspense Account 1 67,718 0.26Total Public Shareholding 51,821 1,10,23,135 42.46TOTAL 51,835 2,59,60,340 100.00

K. Dematerialisation of shares

As on March 31, 2018, 2,50,57,679 equity shares (96.52% of the total number of shares) are in dematerialized form as compared to 2,50,46,292 equity shares (96.48% of the total number of shares) as on March 31, 2017.

The Company’s shares are compulsorily traded in dematerialised form and are admitted in both the Depositories in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Particulars of Shares Equity Shares of ` 10/- each ShareholdersNo. % of total No. % of total

Dematerialised formNSDL 2,15,46,036 83.00 27,825 53.68CDSL 35,11,643 13.52 8,945 17.26Sub – Total 2,50,57,679 96.52 36,770 70.94Physical Form 9,02,661 3.48 15,065 29.06Total 2,59,60,340 100.00 51,835 100.00



L. Outstanding GDRs/ADRs/Warrants or any convertible warrants

There are no outstanding convertible warrants / instruments

M. Commodity Price Risk or Foreign Exchange Risk and hedging activities

During FY 2018, the Company did not have significant foreign currency exposure and has not engaged in any hedging activities.

N. Disclosures with respect to the Demat Suspense Account / Unclaimed Suspense Account

In accordance with the requirement of Regulation 34 (3) and Part F of Schedule V of SEBI Listing Regulations, the Company reports the following details in respect of equity shares lying in the suspense account:

Particulars No. of shareholders

No. of equity shares

Aggregate number of shareholders and the outstanding shares lying in the suspense account as on April 1, 2017

4,473 68,031

Shareholder whose request for transfer of shares from the suspense account was pending as on March 31, 2017 and to whom shares were transferred during the year

1 35

Shareholders who approached the Company for transfer of shares from the suspense account and to whom shares were transferred during the year

6 278

Aggregate number of shareholders and the outstanding shares lying in the suspense account as on March 31, 2018

4,466 67,718

The voting rights on such unclaimed / outstanding shares in the suspense account as on March 31, 2018 have been frozen and will remain frozen till the rightful owner claims the shares.

9. Code of Conduct

The Board has laid down a Code of Conduct and Ethics for the Members of the Board and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 2017-18. Requisite declaration signed by Mr. Rajiv Salvi, Manager to this effect is given below.

“I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct and Ethics for Directors and Senior Management of the Company in respect of the financial year 2017-18.”

Rajiv SalviManager

Copies of the aforementioned Codes have been put on the Company’s website and can be accessed at http://piramalphytocare.com/investors/

10. Certificate on Corporate Governance

Certificate from M/s. Dhrumil M. Shah & Co., Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is attached to the Board’s Report forming part of the Annual Report.

Notice


NOTICE is hereby given that the 17th Annual General Meeting of the Members of Piramal Phytocare Limited will be held on Thursday, August 2, 2018 at 11.00 a.m. at Walchand Hirachand Hall, Indian Merchants’ Chambers Building, 4th Floor, IMC Marg, Churchgate, Mumbai – 400 020, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statement for the financial year ended on March 31, 2018 and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh Laddha (DIN: 02228042), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

3. To appoint Auditors to hold office from the conclusion of this Meeting for 5 (five) consecutive years till the conclusion of the 22nd Annual General Meeting of the Company in the calendar year 2023 and in this regard, to consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Price Waterhouse Chartered Accountants LLP (FRN - 012754N/N500016), be and are hereby appointed as the Statutory Auditors of the Company, for a term of five years from the conclusion of this Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company to be held in the calendar year 2023, at such remuneration as shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS 4. Appointment of Ms. Rashida Najmi as Non – Executive, Woman Director

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149,152 and all other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and applicable Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof) Ms. Rashida Najmi (DIN: 07757086), who was appointed as a Non-Executive, Woman Director of the Company with effect from April 12, 2017 in terms of section 161(4) of the Act and is eligible for re-appointment as a Director, and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

5. Re-appointment of Mr. Gautam Doshi as Independent Director

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof), Mr. Gautam Doshi (DIN: 00004612), an Independent Director of the Company, whose term of office as an Independent Director expires on March 31, 2019 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the office of Director, be and is hereby re-appointed as Independent Director of the Company, not liable to retire by rotation and to hold office for five consecutive years for a term commencing from April 1, 2019 up to March 31, 2024.”

6. Re-appointment of Mr. N.L. Bhatia as Independent Director


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with the Companies (Appointment and Qualification of Directors) Rules, 2014

NOTICE

Notice


(including any statutory modification or re-enactment thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof), Mr. N.L. Bhatia (DIN: 00021847), an Independent Director of the Company, whose term of office as an Independent Director expires on March 31, 2019 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for five consecutive years for a term commencing from April 1, 2019 up to March 31, 2024.”

7. Issue of Non-Convertible Debentures on Private Placement Basis

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and subject to the provisions of the Articles of Association of the Company and in compliance with such other provisions of law as may be applicable, approval of the members be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall include its Committee(s) constituted/to be constituted by it for this purpose), to offer or invite subscriptions for secured/unsecured redeemable non-convertible debentures, in one or more series/tranches, on private placement, on such terms and conditions as the Board may, from time to time, determine and consider proper and most beneficial to the Company, including as to when the said Debentures be issued, the consideration for the issue, utilization of the issue proceeds and all matters connected therewith or incidental thereto PROVIDED THAT the total amount that may be so raised in the aggregate, by such offer or invitation for subscriptions of the said Debentures, and outstanding at any point of time, shall be within the overall borrowing limit as approved by the shareholders from time to time, or as may otherwise be applicable to the Company, under Section 180(1)(c) of the Act;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient for or in connection with this resolution and to settle any question or difficulty that may arise in this regard in the best interest of the Company.”

8. Creation of charge for Borrowings / Financial Assistance availed


“RESOLVED THAT consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as ‘the Board’, which term shall include its Committee(s) constituted/to be constituted by it for the purpose) to create mortgages/charges on all or any of the movable and/or immovable properties and assets, both present and future, or on the whole or substantially the whole of the undertaking or undertakings of the Company, exclusively or ranking pari-passu with or second or subservient or subordinate to the mortgages/charges, if any, already created or to be created in future by the Company, for securing any loans and/or advances and/or issue of debentures/bonds and/or guarantees and/or any financial assistance or obligations obtained/undertaken/made or that may be obtained/undertaken/made by the Company, with power to take over the management, business and undertaking of the Company in certain events of default, on such terms and conditions and at such times and in such form and manner as the Board may deem fit, so that the total outstanding amount at any time so secured shall not exceed the ` 250 crores (exclusive of interest and other charges) as consented by the Company by the Resolution passed at the Annual General Meeting of the Company held on 26th May, 2017 pursuant to Section 180(1)(c) of the Companies Act, 2013 or upto the higher amount/s as may be so consented by the Company from time to time in future, together with interest thereon, and further interest, costs, charges, expenses, remuneration and other monies payable in connection therewith AND THAT this consent shall also be the consent of the members under and as contemplated by Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the applicable rules made thereunder;

RESOLVED FURTHER THAT the Board be and is hereby authorized to and cause to prepare, finalise, approve and execute on behalf of the Company, all documents, deeds, agreements, declarations, undertakings and writings as may be necessary and/or expedient for giving effect to the foregoing resolution and to vary and /or alter the terms and conditions of the security created/to be created as aforesaid as it may deem fit and generally to do and/or cause to do all acts, deeds matters and things as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”

Notice


NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (‘the Meeting’ or ‘the AGM’) is entitled to appoint a proxy to attend and to vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the Registered Office of the Company not less than forty-eight hours before the commencement of the Meeting.

A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company may appoint a single person as proxy. However, such person shall not act as a proxy for any other person or shareholder.

2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.

4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

5. Relevant documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office and the Corporate Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. upto the date of the Meeting. The Corporate Office of the Company is situated at Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai – 400 070.

6. Route map giving directions to reach the venue of the 17th AGM is given at the end of the Notice.

7. Director

Mr. Rajesh Laddha, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

The information to be provided under Secretarial Standard on General Meetings (SS-2) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) is provided as an Annexure to this Notice.

8. Members are requested to bring their Attendance Slip along with their copy of the Annual Report to the Meeting.

9. Section 72 of the Companies Act, 2013 provides for Nomination by the shareholders of the Company in the prescribed Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, he may submit the same in Form No. SH-14. Both these forms are available on the website of the Company http://piramalphytocare.com/investors/. Shareholders are requested to avail this facility.

10. Members are requested to note that in case of transfers, transmission and transposition of names of shareholders in respect of shares held in physical form, submission of photocopy of PAN Card of both the transferor(s) and the transferee(s) is mandatory. In case of deletion of name of deceased shareholder(s), in respect of shares held in physical form, the PAN Card of the surviving shareholder(s), is mandatory.

11. SEBI has decided that securities of listed companies can be transferred only in dematerialised form with effect from December 5, 2018. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form.

12. Members holding shares in physical mode are required to submit their Permanent Account Number (PAN) and bank account details to the Company / RTA, if not registered with the Company as mandated by SEBI.

13. Members who have not registered their email addresses so far are requested to register their email address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

14. Voting through electronic means

I. Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide its members the facility to exercise their right to vote on resolutions proposed to be considered at the 17th Annual General Meeting (‘AGM’) by electronic means and the business may be

Notice


transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (‘remote e-voting’) will be provided by National Securities Depository Limited (‘NSDL’).

II. The process and manner for remote e-voting are as under:

Step 1: Logging - in to NSDL e-Voting system:

1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ Section.

3. A new screen will open. Kindly enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you may log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you may proceed to Step 2 i.e. Cast your vote electronically.

4. User ID details are given below :Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat account with NSDL.

8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account with CDSL.

16 Digit Beneficiary IDFor example if your Beneficiary ID is 12************** then your user ID is 12**************

c) For Members holding shares in Physical Form.

EVEN Number followed by Folio Number registered with the companyFor example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

5. Password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, kindly retrieve the ‘initial password’ which was communicated to you. Upon retrieval of your ‘initial password’, you need to enter the ‘initial password’ and the system will prompt you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Kindly trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy]:

Initial password is provided in the below mentioned format at the bottom of the Attendance Slip for the AGM:

EVEN ___________________ USER ID ___________________ PASSWORD/PIN

6. If you are unable to retrieve or have not received the “initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Notice


b) Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to retireve the password by aforesaid two options, kindly send a request at [email protected] mentioning your demat account number/folio number, your PAN no., your name and your registered address.

7. After entering your password, kindly tick on Agree to “Terms and Conditions” by selecting the check box.

8. Thereafter, kindly click on “Login” button upon which the E-Voting home page will open.

Step 2: Casting your vote electronically:

1. On the Home page of e-Voting, click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the Company (PPL).

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You may also print the details of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Please note that:

1. The voting period begins on July 30, 2018, at 10.00 a.m. and ends on August 1, 2018, at 5.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date which is July 26, 2018, may cast their vote electronically. The voting rights of shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on this cut-off date. The e-voting module shall be disabled by NSDL for voting after 5.00 p.m. on August 1, 2018.

2. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. July 26, 2018, may obtain the login ID and password by sending a request at [email protected] or [email protected].

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

3. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

4. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

5. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

6. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

7. Mr. Ainesh Jethwa, Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the e-voting process and voting through ballot paper at the AGM in a fair and transparent manner.

Notice


8. The members would be able to cast their votes at the Meeting through ballot paper if they have not availed the remote e-voting facility. If the vote is cast through remote e-voting facility then the members cannot exercise their voting rights at the Meeting. However, the members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

9. The Scrutinizer shall within 48 hours of the conclusion of the AGM, submit a consolidated Scrutinizer’s report of the votes cast in favour or against, to the Chairman of the AGM (‘Chairman’) or to any Director or any person authorized by the Chairman for this purpose, who shall countersign the same.

10. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.piramalphytocare.com and on the website of NSDL and be communicated to the Stock Exchanges.

Registered Office: By Order of the BoardPiramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. Maneesh SharmaDated: May 28, 2018 Company Secretary

Membership No.: A29994

Item No. 4

Appointment of Ms. Rashida Najmi as Non - Executive, Woman Director

Ms. Rashida Najmi was appointed as Non – Executive, Woman Director of the Company, with effect from April 12, 2017 to fill the casual vacancy caused by the resignation of Dr. Vandana Sonavaria. She holds office till the date of this Annual General Meeting, the date till which the original Director (Dr. Sonavaria) would have held office and is eligible to be re-appointed as Director.

Details of the Director as required to be provided pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 (Secretarial Standards on General Meetings) are provided as an Annexure to this Notice.

The Company has received a notice in writing from a member under section 160 of the Companies Act, 2013, proposing her candidature. Except for Ms. Rashida Najmi, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

Item No. 5 & 6

Re-appointment of Mr. Gautam Doshi & Mr. N. L. Bhatia as Independent DirectorsIn line with the provisions of Sections 149, 152 and other applicable provisions of the Companies Act 2013 including the Rules made thereunder (‘the Act’) and the earstwhile Listing Agreement. Mr. Gautam Doshi and Mr. N. L. Bhatia were appointed as Independent Directors of the Company at the Annual General Meeting of the Company held on July 17, 2014, to hold office for term of five consecutive years for a term up to March 31, 2019.

Sub-Section (11) of Section 149 of the Act provides that Independent Directors shall not hold office for more than two consecutive terms.

The Board of Directors of these Company and the Nomination and Remuneration Committee have evaluated the performance of the Independent Directors and on the basis of the said evaluations have concluded that the Independent Directors fulfil their responsibilities towards the Company in a professional and ethical manner, actively participate in discussions during the Board and Committee meetings and act objectively and constructively while bringing an independent opinion during deliberations at the said meetings.

It is now proposed that the Independent Directors of the Company be appointed for a second term of five consecutive years, commencing from April 1, 2019 up to March 31, 2024.

Explanatory Statement under Section 102 of the Companies Act, 2013

Notice


None of the aforenamed Directors are disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.

The Company has also received declarations from both the Directors that they meet with the criteria of independence as prescribed both under sub-Section (6) of Section 149 of the Act and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The Company has also received separate notices in writing from a member, proposing the candidature of each of the aforenamed Directors for the office of Director of the Company.

In the opinion of the Board, they also fulfill the conditions for their re-appointment as Independent Directors as specified in the Act and the Listing Regulations. They are independent of the management.

Details of the Directors as required to be provided pursuant to Regulation 36(3) of the Listing Regulations and SS – 2 (Secretarial Standards on General Meetings) are provided as an Annexure to this Notice.

Mr. N.L. Bhatia is over 75 years of age. In line with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the appointment or continuation of directorship of Non-Executive Directors who are over 75 years of age must be approved by the Members by way of a Special Resolution. As regards Mr. Gautam Doshi, he will not be attaining 75 years of age during the course of his second term. Nevertheless, a special resolution is proposed for him as well, as the same is also required under section 149(10) of the Act.

The Board acknowledges that each of the Independent Directors are stalwarts in their respective areas of operation and leaders par-excellence. They bring to the table rich and varied expertise including general corporate management, corporate law and financial expertise and unmatched business acumen. The leadership of the Company comprising the said Independent Directors is evidently in good hands. Keeping in view their expertise and knowledge, the re-appointment of the above named Independent Directors will therefore be in the best interest of the Company.

Copy of the draft letter for appointment of the Independent Directors setting out the terms and conditions is available for inspection by members at the Registered Office and the Corporate Office of the Company.

These Directors may be deemed to be interested in the respective resolutions as it concerns their appointment.

Save and except for the aforesaid Independent Directors, none of the other Directors / Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 5 and 6 of the Notice.

The Board recommends the Special Resolutions set out at Item Nos. 5 and 6 of the Notice for approval by the shareholders.

Item No. 7Issue of Non-Convertible Debentures on Private Placement Basis In terms of Sections 42, 71 of the Companies Act, 2013 (‘the Act’) read with Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, in case an offer of or invitation to subscribe to non-convertible debentures (‘NCDs’) is made by the Company on a private placement basis, the Company is required to seek prior approval of its shareholders by means of a Special Resolution, on an annual basis for all the offers or invitations for such debentures during the year.

For the purpose of availing financial assistance (including borrowings) for its business or operations, the Company may offer or invite subscription to secured / unsecured redeemable NCDs on private placement basis (within the meaning of the said section 42 of the Act) in one or more series / tranches. Hence, the resolution at item no. 7 of the accompanying Notice, which would enable your Board of Directors (‘Board’) to offer or invite subscription to NCDs within the overall borrowing limit u/s 180(1)(c) of the Act, as may be required by the Company, from time to time, for a year.

None of the Directors/Key Managerial Personnel of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the shareholders.

Notice


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IMC Chambers

Mantralaya

Madame Cama Road

Oval Maidan

Churchgate Railway Station

IMC

Mar

g

Mah

arsh

e Ka

rve

Mar

g

Mumbai Chatrapati Shivaji Terminus

Item No. 8Creation of charge on Borrowings / Financial Assistance availedThe members of the Company had at the 16th Annual General Meeting held on 26th May, 2017, passed a Special Resolution under Section 180(1)(c) of the Companies Act, 2013, granting their consent for availing borrowings over and above the aggregate of paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time should not exceed ` 250 crores (exclusive of interest and other charges) over and above the paid up share capital and free reserves of the Company prevailing from time to time.

In order to secure such borrowings / financial assistance the Company may be required to create security by way of mortgage/charge and/or hypothecation of its assets and properties both present and future. The terms of such security may include a right in certain events of default, to take over management or control of the whole or substantially the whole of the undertaking(s) of the Company. As per section 180(1)(a) of the Act, consent of the Company by Special Resolution is required to be obtained by the Board of Directors to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking(s) of the Company. Since mortgaging or charging the movable and/or immovable properties and assets of the Company with the right of taking over management or control in certain events of default may be considered to be disposal of the Company’s undertaking within the meaning of section 180(1)(a) of the Act, it is proposed to seek approval of the shareholders for creating such mortgages and/or charges on the assets and properties of the Company, both present and future.

None of the Directors/Key Managerial Personnel of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval by the shareholders.

Registered Office: By Order of the BoardPiramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. Maneesh SharmaDated: May 28, 2018 Company Secretary

Membership No.: A29994

Notice


Addi

tiona

l Det

ails

of D

irect

ors s

eeki

ng re

-app

oint

men

t at t

he 1

7th A

nnua

l Gen

eral

Mee

ting

[Pur

suan

t to

Regu

latio

n 36

(3) o

f the

SEB

I (Li

stin

g Ob

ligat

ions

an

d Di

sclo

sure

Req

uire

men

ts) R

egul

atio

ns, 2

015

and

SS –

2 (S

ecre

tari

al S

tand

ards

on

Gene

ral M

eetin

gs)]

are

as

follo

ws:

Nam

e of

Dire

ctor

Mr.

Raje

sh L

addh

aM

r. Ga

utam

Dos

hiM

r. N.

L. B

hatia

Ms.

Ras

hida

Naj

mi

Date

of B

irth

May

7, 1

967

Dece

mbe

r 23,

195

2M

arch

7, 1

934

Febr

uary

1, 1

966

Date

of 1

st

appo

intm

ent

Febr

uary

2, 2

012

April

1, 2

008

Febr

uary

2, 2

012

April

12,

201

7

Date

of a

ppoi

ntm

ent

unde

r Com

pani

es

Act,

2013

N.A

.Ap

ril 1

, 201

4Ap

ril 1

, 201

4N

.A.

Expe

rtis

e in

spe

cific

fu

nctio

nal a

reas

Mr.

Raje

sh L

addh

a is

the

Man

agin

g Di

rect

or (

MD)

and

Chi

ef E

xecu

tive

Offic

er

(CEO

) of

Sh

riram

Ca

pita

l Li

mite

d. M

r. La

ddha

is

resp

onsi

ble

for

Busi

ness

st

rate

gy

incl

udin

g gr

owth

pl

ans,

st

rate

gic

initi

ative

s in

clud

ing

M&

A an

d co

rpor

ate

gove

rnan

ce fo

r al

l bus

ines

ses

unde

r Sh

riram

Cap

ital L

imite

d. In

add

ition

he

als

o ov

erse

es a

reas

lik

e ca

pita

l al

loca

tion,

gr

oup

syne

rgie

s an

d en

hanc

emen

t of c

olla

bora

tion

amon

g al

l st

akeh

olde

rs.

He a

lso

over

sees

th

e pe

rform

ance

of v

ario

us o

pera

ting

entit

ies

unde

r Shr

iram

Gro

up.

Prio

r to

join

ing

Shrir

am, M

r. La

ddha

w

as th

e Ch

ief F

inan

cial

Offi

cer (

CFO)

of

Pira

mal

Gro

up. H

e w

as a

ssoc

iate

d w

ith th

e Pi

ram

al G

roup

for

17 y

ears

. He

pla

yed

a cr

itica

l rol

e in

exe

cutin

g so

me

of

the

larg

e in

vest

men

ts,

acqu

isiti

ons,

mer

gers

and

dive

stm

ent

trans

actio

ns f

or t

he g

roup

. So

me

of

the

maj

or

trans

actio

ns

led

by

him

incl

uded

: th

e Sa

le o

f Pi

ram

al’s

dom

estic

fo

rmul

atio

n bu

sine

ss

to

Abbo

tt La

bora

torie

s,

Inve

stm

ent

in

Voda

fone

In

dia,

Ac

quis

ition

of

De

cisi

on

Reso

urce

s Gr

oup,

In

vest

men

t in

–

Shrir

am

Capi

tal

Ltd.

, Shr

iram

Tra

nspo

rt F

inan

ce C

o Lt

d. a

nd S

hrira

m C

ity U

nion

Ltd

. In

addi

tion

to th

e ab

ove,

he

also

pla

yed

an

impo

rtan

t ro

le

in

deve

lopi

ng

busi

ness

str

ateg

y for

the

grou

p.

Mr.

Gaut

am D

oshi

, ha

s be

en i

n pr

ofes

sion

al p

ract

ice

for

over

40

year

s. H

e ad

vises

var

ious

indu

stria

l gr

oups

and

fam

ilies

and

als

o se

rves

as

di

rect

or

on

boar

ds

of

publ

ic

liste

d an

d un

liste

d co

mpa

nies

.

Mr.

Dosh

i has

mor

e th

an 4

0 ye

ars

of

expe

rienc

e in

w

ide

rang

e of

ar

eas

cove

ring

Mer

gers

an

d Ac

quis

ition

s,

Dire

ct,

Indi

rect

an

d In

tern

atio

nal

Taxa

tion,

Tr

ansf

er

Pric

ing,

Acc

ount

ing

and

Corp

orat

e an

d Co

mm

erci

al L

aws.

He

has

been

ac

tivel

y in

volve

d in

con

cept

ualiz

ing

and

impl

emen

ting

a nu

mbe

r of

m

erge

rs

and

rest

ruct

urin

g tr

ansa

ctio

ns

both

do

mes

tic

and

cros

s bo

rder

, inv

olvin

g m

any

of th

e to

p 20

list

ed c

ompa

nies

on

the

BSE

as a

lso

thos

e fo

rmin

g pa

rt o

f FTS

E 10

0.

A pr

olifi

c sp

eake

r, M

r Do

shi

has

addr

esse

d se

vera

l se

min

ars

and

conf

eren

ces

with

in a

nd o

utsi

de o

f In

dia

and

cour

ses

orga

nize

d by

the

Inst

itute

of

Char

tere

d Ac

coun

tant

s of

In

dia,

In

tern

atio

nal

Fisc

al

Asso

ciat

ion,

ot

her

prof

essi

onal

bo

dies

and

Cham

bers

of C

omm

erce

.

Mr.

N.L

. Bha

tia is

a F

ello

w M

embe

r of

th

e In

stitu

te

of

Com

pany

Se

cret

arie

s of

Ind

ia (

ICSI

). H

e ha

s ov

er fo

ur d

ecad

es o

f exp

erie

nce

in

Com

pany

Law

, Sec

uriti

es L

aws

and

Capi

tal

Mar

kets

. H

e co

mm

ence

d hi

s ca

reer

as

Com

pany

Sec

reta

ry

in 1

967

and

in in

itial

15

year

s of

his

ca

reer

ser

ved

as a

sen

ior

exec

utive

po

sitio

n in

Sec

reta

rial

and

Lega

l De

part

men

t of l

arge

com

pani

es li

ke

J.K.

Gro

up a

nd V

olta

s (a

TAT

A Gr

oup

Com

pany

).

He

was

app

oint

ed a

s th

e Ch

airm

an

of W

este

rn I

ndia

Reg

iona

l Co

unci

l of

the

ICS

I in

198

9. H

e w

as a

lso

foun

der

chai

rman

of

Cent

re F

or

Corp

orat

e Go

vern

ance

Re

sear

ch

and

Trai

ning

(‘C

CGRT

’) of

IC

SI.

He

is o

n th

e pa

nel

of A

rbitr

atio

n of

N

atio

nal

Com

mod

ity

and

Deriv

ative

s Ex

chan

ge

Lim

ited

(NCD

EX)

and

Bom

bay

Cham

ber

of

Com

mer

ce &

Ind

ustr

y. H

e is

als

o Pr

esid

ent

of I

nves

tor

Educ

atio

n &

W

elfa

re A

ssoc

iatio

n (IE

WA)

, a S

EBI

Regi

ster

ed A

ssoc

iatio

n. H

e is

als

o a

Trus

tee

of th

e In

vest

or P

rote

ctio

n Fu

nd o

f BSE

Lim

ited.

Ms.

Ra

shid

a N

ajm

i he

ads

the

Corp

orat

e Qu

ality

, Re

gula

tory

, Ph

arm

acov

igila

nce

(‘PV’

) an

d Pa

tent

s fu

nctio

ns

of

Pira

mal

En

terp

rises

Lim

ited,

the

fla

gshi

p co

mpa

ny o

f the

Pira

mal

Gro

up.

She

is r

espo

nsib

le fo

r es

tabl

ishi

ng

and

impl

emen

ting

qual

ity

stan

dard

s,

hand

ling

insp

ectio

ns

and

mai

ntai

ning

reg

ulat

ory

trac

k re

cord

s of

va

rious

re

gula

tory

ag

enci

es l

ike

FDA

(Foo

d an

d Dr

ug

Adm

inis

trat

ion)

, M

HRA

(M

edic

ines

an

d H

ealth

care

pro

duct

s Reg

ulat

ory

Agen

cy),

PMDA

(P

harm

aceu

tical

s an

d M

edic

al D

evic

es A

genc

y), T

GA

(The

rape

utic

Goo

ds A

dmin

istr

atio

n),

Hea

lth C

anad

a, e

tc. t

o na

me

a fe

w.

She

has

over

26

year

s of

exp

erie

nce

in q

ualit

y man

agem

ent o

f NCE

(New

Ch

emic

al E

ntity

) [N

DA (

New

Dru

g Ap

plic

atio

n),

INDA

(In

vest

igat

iona

l N

ew

Drug

Ap

plic

atio

n)],

CRO

(Con

trac

t Re

sear

ch O

rgan

izat

ion)

, AP

I (A

ctive

Ph

arm

aceu

tical

In

gred

ient

s)

- in

term

edia

tes

and

drug

su

bsta

nce,

Fo

rmul

atio

ns

(dru

g pr

oduc

t),

Prod

uct

deve

lopm

ent,

Clin

ical

and

med

ical

de

vices

. Re

spon

sibi

litie

s ha

ndle

d

Notice


Nam

e of

Dire

ctor

Mr.

Raje

sh L

addh

aM

r. Ga

utam

Dos

hiM

r. N.

L. B

hatia

Ms.

Ras

hida

Naj

mi

He

has

over

25

year

s of

ext

ensi

ve

expe

rienc

e in

are

as o

f Co

rpor

ate

Fina

nce,

Bu

sine

ss

Stra

tegy

, M

erge

rs

and

Acqu

isiti

ons,

Co

rpor

ate

stru

ctur

ing,

Inve

stm

ents

, Co

rpor

ate

Gove

rnan

ce a

nd Ta

xatio

n.

He

had

over

the

last

sev

eral

yea

rs,

been

cl

osel

y as

soci

ated

w

ith

all

the

busi

ness

es o

f Pi

ram

al G

roup

an

d ac

tivel

y pa

rtic

ipat

ed

in

the

affa

irs

of

thes

e bu

sine

sses

. H

e ha

s un

ique

exp

erie

nce

of w

orki

ng

with

di

ffere

nt

busi

ness

es

and

has

gain

ed

vast

kn

owle

dge

of

diffe

rent

sec

tors

suc

h as

Fin

anci

al

Serv

ices

, Ph

arm

aceu

tical

s,

glas

s m

anuf

actu

ring,

Re

al

Esta

te,

Infr

astr

uctu

re,

and

Info

rmat

ion

Man

agem

ent.

In a

dditi

on,

he h

as

been

re

spon

sibl

e fo

r se

tting

up

pr

oces

ses

and

syst

ems

to

brin

g Fi

nanc

ial

disc

iplin

e ac

ross

th

e Pi

ram

al G

roup

.

He

has

serv

ed o

n th

e Co

unci

ls o

f W

este

rn R

egio

n as

als

o al

l In

dia

leve

l of

the

Ins

titut

e of

Cha

rter

ed

Acco

unta

nts

of In

dia

whi

ch h

as th

e ta

sk o

f dev

elop

men

t and

regu

latio

n of

pr

ofes

sion

of

ac

coun

tanc

y in

In

dia.

Du

ring

his

tenu

re

on

the

Coun

cil,

he

serv

ed

on

seve

ral

com

mitt

ees

and

cont

ribut

ed

sign

ifica

ntly

to

the

wor

k of

Boa

rd

of S

tudi

es w

hich

is r

espo

nsib

le fo

r ed

ucat

ion

and

syst

em o

f tr

aini

ng

of

stud

ents

. H

e al

so

serv

ed

as

Chai

rman

of C

omm

ittee

s on

dire

ct

and

indi

rect

taxa

tion.

He

has

auth

ored

th

e fo

llow

ing

book

s:(i)

SE

BI

Subs

tant

ial

Acqu

isiti

on

of S

hare

s an

d Ta

keov

er C

ode

1994

(ii)

Take

over

Ga

mes

an

d SE

BI

Take

over

Reg

ulat

ions

, 199

7

by h

er d

urin

g he

r on

goin

g te

nure

at

Pi

ram

al,

incl

ude

esta

blis

hing

“Q

ualit

y, Re

gula

tory

, PV

an

d Pa

tent

s” a

s dr

ivers

for

bus

ines

s gr

owth

, in

terp

retin

g re

gula

tory

gu

idan

ce a

nd f

orm

ulat

ing

Pira

mal

ap

proa

ch

to

its

com

plia

nce,

or

ches

trat

ing

team

to

en

able

“B

est

in

Clas

s”

syst

ems

acro

ss

Pira

mal

bu

sine

sses

, in

tera

ctio

ns

with

re

gula

tors

an

d cu

stom

ers

to

artic

ulat

e Pi

ram

al

Qual

ity,

regu

lato

ry a

nd P

V st

anda

rds,

driv

ing

orga

niza

tiona

l tr

ansf

orm

atio

n by

la

ying

dow

n ex

ecut

able

tar

gets

to

cont

inuo

us im

prov

emen

t.

In

July

20

15,

Wor

ld

Qual

ity

Cong

ress

aw

arde

d he

r w

ith

the

title

of

“50

Mos

t In

fluen

tial Q

ualit

y Pr

ofes

sion

als”

. Sh

e ha

s be

en

a ju

ry m

embe

r in

sev

eral

aca

dem

ic

and

qual

ity a

war

ds a

nd a

lso

an

activ

e m

embe

r of

indu

stry

for

ums

like

ISPE

(In

tern

atio

nal

Soci

ety

of

Phar

mac

eutic

al

Engi

neer

s),

IDM

A (In

dian

Dru

g M

anuf

actu

rers

’ As

soci

atio

n), P

DA (P

aren

tera

l Dru

g As

soci

atio

n) a

nd R

APS

(Reg

ulat

ory

Affa

irs P

rofe

ssio

nals

Soc

iety

).

Qual

ifica

tions

MBA

, Uni

vers

ity o

f Chi

cago

, USA

;Ch

arte

red

Acco

unta

nt (I

ndia

);Ce

rtifi

ed P

ublic

Acc

ount

ant (

USA

); Ce

rtifi

ed M

anag

emen

t Ac

coun

tant

(C

IMA

– U

K); a

ndM

aste

rs in

Man

agem

ent,

Uni

vers

ity

of M

umba

i

Char

tere

d Ac

coun

tant

; M

aste

rs in

Com

mer

ceCo

mpa

ny S

ecre

tary

;M

aste

rs d

egre

e in

Art

s an

d La

w,

Uni

vers

ity o

f Mum

bai;

and

Dipl

oma

in

Tax

Man

agem

ent,

Uni

vers

ity o

f Mum

bai

Bach

elor

of P

harm

acy;

Post

-gra

duat

e in

Hum

an R

esou

rces

;Qu

alifi

ed L

ead

Audi

tor

in I

SO 9

000

and

ISO

1400

0 fro

m B

SI L

ondo

n an

d QM

I, UK

resp

ectiv

ely;

and

Cert

ified

in H

ACCP

(Haz

ard

anal

ysis

an

d cr

itica

l co

ntro

l po

ints

) fro

m

UN/

FAO,

5’

S’

from

JM

A (J

apan

M

eteo

rolo

gica

l Ag

ency

), OH

SAS

(Occ

upat

iona

l He

alth

an

d Sa

fety

As

sess

men

t Ser

ies)

.

Othe

r Di

rect

orsh

ips

as

on M

ay 2

8, 2

018*

1.

Alle

rgan

Indi

a Pv

t. Lt

d.2.

Pi

ram

al S

yste

ms

&

Tech

nolo

gies

Pvt

. Ltd

.3.

Pi

ram

al In

vest

men

t Adv

isor

y Se

rvic

es P

vt. L

td.

4.

Shrir

am C

apita

l Lim

ited

5.

Shrir

am G

ener

al In

sura

nce

Com

pany

Ltd

.

1.

Aash

ni E

com

mer

ce P

vt. L

td.

2.

Band

a Re

al E

stat

e Pv

t. Lt

d.3.

Ca

pric

on R

ealty

Ltd

.4.

Co

nnec

t Cap

ital P

vt. L

td.

5.

Digi

tal B

ridge

Fou

ndat

ion

6.

Kuda

l Rea

l Est

ate

Pvt.

Ltd.

7.

Sun

Phar

mac

eutic

al In

dust

ries

Ltd.

1.

Triu

mph

Pap

er a

nd A

llied

Pvt

. Lt

d.2.

IC

ICI I

nves

tmen

t Man

agem

ent

Com

pany

Ltd

.

N.A

.

Notice


Nam

e of

Dire

ctor

Mr.

Raje

sh L

addh

aM

r. Ga

utam

Dos

hiM

r. N.

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Board’s Report


Dear Shareholders,

Your Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the Audited Financial Statement for the financial year ended March 31, 2018.

PERFORMANCE HIGHLIGHTS(` in Lakhs)

Particulars FY 2018 FY 2017IncomeSales 2,381.38 412.64

Other Income 21.94 28.91

ExpenditureTotal Operating Expenditure 4,644.15 418.16

Profit / (Loss) Before Interest, Depreciation and Tax (2,240.83) 23.39

Less: Interest Paid (net) 1.59 0.24

Profit / (Loss) Before Depreciation and Tax (2,242.42) 23.15

Less: Depreciation 4.17 4.17

Profit / (Loss) Before Tax (2,246.59) 18.98

Less: Tax Expenses – –

Net Profit / (Loss) After Tax (2,246.59) 18.98

Other Comprehensive Income / (Loss) (1.45) (12.03)

Total Comprehensive Income / (Loss) for the period (2,248.04) 6.95

Earnings / (Loss) per Share (Basic / Diluted) (`) (Face Value of ` 10 each) (8.65) 0.07

DIVIDEND

In view of the losses incurred by the Company, the Directors do not recommend any dividend for the Financial Year ended March 31, 2018.

OPERATIONS REVIEW

Net sales for the year were at ` 2,381.38 lakhs as against ` 412.64 lakhs for FY2017. The increase was due to the addition of over-the-counter products to our product portfolio. The operating expenditure for FY2018 increased to ` 4,644.15 lakhs as compared with ` 418.16 lakhs for FY2017 primarily on account of increased spends on business promotion. Higher marketing spends and employee costs resulted in a loss of ` 2,246.59 lakhs for FY2018.

During the year, the Company continued to explore domestic markets and identified ten potential Indian companies / distributors with a presence in French, African, UAE and ASEAN countries to explore business opportunities in these countries. A detailed discussion of operations for the year ended March 31, 2018 is given in the Management Discussion and Analysis Section.

SIGNIFICANT EVENTS DURING FY 2018

Trade Mark and Knowhow License Agreement and Distribution Agreement with Piramal Enterprises Limited

During the year under review, pursuant to the approval of the shareholders at the Annual General Meeting of the Company held on May 26, 2017, the Company has entered into Trade Mark and Knowhow License Agreement and Distribution Agreement with Piramal Enterprises Limited (‘PEL’).

BOARD’S REPORT

Board’s Report


SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

Scheme of Amalgamation of the Company with Piramal Enterprises Limited

The Board of Directors of the Company at its meeting held on May 28, 2018, has approved a draft Scheme of Amalgamation pursuant to the provisions of Sections 230 to 232 of Companies Act, 2013 involving amalgamation of the Company with PEL. In consideration of the merger, PEL will issue and allot 1 (one) fully paid up equity share of face value of ` 2 each to the equity shareholders of the Company as on the Record Date, for every 70 (seventy) fully paid up equity shares of face value of ` 10 each held by them in the Company. The said scheme is conditional upon approval of BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India, the respective shareholders & creditors, Hon’ble National Company Law Tribunal and other regulatory and statutory approvals as applicable.

STATUTORY AUDITORS AND AUDITOR’S REPORT

In terms of Section 139(8) of the Companies Act, 2013, the existing Auditors, M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) (‘Price Waterhouse’), hold office until the conclusion of the ensuing Annual General Meeting (‘AGM’), of the Company and are eligible to be appointed for term of 5 years.

Accordingly, it is proposed to re-appoint Price Waterhouse as the Statutory Auditors of the Company, who will hold office for a period of 5 years commencing from the conclusion of the ensuing AGM, until the conclusion of the 22nd AGM of the Company to be held in calendar year 2023.

Price Waterhouse have confirmed that they are eligible for re-appointment as Statutory Auditors at this AGM. Accordingly, approval of shareholders is being sought at this AGM for their appointment for a period of 5 years.

The Auditor’s Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2018. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of energy:

The business of the Company mainly comprises product development and marketing of herbal products. As such, electricity consumption is not significant.

Your Company is taking measures to improve overall energy efficiency by installing power efficient equipment. Several environment friendly measures have been adopted by your Company such as:

• Minimising usage of air-conditioning;

• Shutting off the lights when not in use;

• Minimising the usage of papers and maximum usage of e-prints or e-folders for data archives;

• Creating environmental awareness by way of distributing relevant information in electronic form, encouraging conservation of energy and natural resources.

B) Technology absorption

As stated earlier, the business of the Company mainly comprises product development and marketing of herbal products. Hence, details relating to Technology Absorption are not applicable.

C) Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings were ` 53.39 Lakhs as against nil outgo.

Extract of Annual ReturnThe extract of the Annual return in Form MGT-9 is annexed herewith as Annexure A to this report.

Board’s Report


DIRECTORS AND kEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Rajesh Laddha retires by rotation at the ensuing AGM and is eligible for re-appointment.

Ms. Rashida Najmi was appointed as Non – Executive, Woman Director on April 12, 2017 in the casual vacancy caused by resignation of Dr. Vandana Sonavaria. Pursuant to Section 161(4) of the Companies Act, 2013, Ms. Najmi holds office till the ensuing AGM of the Company, the date till which the original Director (Dr. Sonavaria) would have held office if it had not been vacated. She is eligible for re-appointment.

It is proposed that Ms. Najmi be re-appointed as Non-Executive Director liable to retire by rotation at the forthcoming AGM.

Mr. Karthik Muralidharan has resigned as the Chief Financial Officer of the Company effective close of business hours on May 31, 2018. The Board of Directors has approved the appointment of Mr. Ankit Kotak as the Chief Financial Officer in place of Mr. Muralidharan with effect from June 1, 2018.

The Independent Directors of the Company viz. Mr. Gautam Doshi and Mr. N.L. Bhatia were appointed at the Annual General Meeting of the Company held on July 17, 2014 to hold office for a term of 5 (five) consecutive years up to March 31, 2019, in line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 (‘Act’) including the rules made thereunder and the erstwhile Listing Agreement. It is proposed that these Independent Directors be re-appointed for a second term of 5 (five) consecutive years to hold office up to March 31, 2024.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’).

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, six Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the weblink to the same is http://piramalphytocare.com/investors/. There were no complaints during the year under review.

AUDIT COMMITTEE

The Audit Committee comprises three members:

1. Mr. Gautam Doshi – Independent Director and Chairman

2. Mr. N. L. Bhatia – Independent Director

3. Mr. Rajesh Laddha – Non-Executive Director

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

Board’s Report


NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

The Nomination Policy and the Remuneration Policy are given in Annexure B to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments covered under Section 186 of the Companies Act, 2013.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and key Managerial Personnel

i. The percentage increase in remuneration of Manager, Chief Financial Officer and Company Secretary during FY 2018 is as under:

Sr. No.

Name of kMP Designation % increase in Remuneration during FY 2018

1. Mr. Rajiv Salvi Manager –2. Mr. Karthik Muralidharan Chief Financial Officer 12.97%3. Mr. Maneesh Sharma Company Secretary 26.63%

Notes:

A. Ratio of remuneration of each Director to median remuneration of employees - Independent Directors do not receive any remuneration other than sitting fees for attending Board and Committee Meetings. Details of sitting fees paid to Independent Directors are given in the Report on Corporate Governance forming part of the Annual Report and hence, are not included in the above table. The Non-Independent Directors do not receive any sitting fees nor any other remuneration. Therefore, providing details relating to ratio of remuneration of each Director to median remuneration of employees, would not be meaningful.

B. Mr. Rajiv Salvi was Manager only for part of the year in FY 2017 and hence the remuneration for FY 2017 and FY 2018 are not comparable in his case.

ii. The number of permanent employees on the rolls of the Company have increased from 5 in FY 2017 to 255 in FY 2018;

iii. There is no increase in Median remuneration of employees for FY 2018 and the same is not comparable with the previous year, since the number of employees in FY 2018 has increased substantially over FY 2017;

iv. Further owing to the substantial increase in number of employees in FY 2018, the average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2018 is strictly not comparable. As regards change in the managerial remuneration, details of the same are given in the above table at sr. no. (i);

v. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement

Board’s Report


forming part of this Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Company’s website, the weblink to which is http://piramalphytocare.com/investors/.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed M/s. Dhrumil M. Shah & Co., Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure C to this report and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report.

The requisite Certificate from M/s. Dhrumil M. Shah & Co., Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Listing Regulations, is annexed hereto as Annexure D and forms part of this Report.

RISk MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied 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 the Company as at March 31, 2018 and of the loss 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual financial statements 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 operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had entered into contract / arrangement / transaction with related parties which were on arms’ length basis but which were considered material in accordance with the definition of materiality as included in the policy of the Company on Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section

Board’s Report


134(3)(h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure E to this report.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://piramalphytocare.com/investors/.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

During the year under review, no Stock Options were granted, vested or exercised. No Stock Options are in force as on date. Hence, there are no disclosures required to be made pursuant to the applicable requirements of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACkNOWLEDGMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our business associates and shareholders for their continued support to the Company.

By Order of the Board

Mumbai N. L. Bhatia Rajesh LaddhaMay 28, 2018 Director Director

Board’s Report


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Board’s Report


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SUB

TOTA

L (A

) (2)

00

00.

000

00

0.00

0.

00

Tota

l Sha

reho

ldin

g of

Pro

mot

er (A

)=

(A)(1

)+(A

)(2)

14,9

37,2

050

14,9

37,2

0557

.54

14,5

57,4

380

14,5

57,4

3856

.08

(1.4

6)

B.

Publ

ic S

hare

hold

ing

(1)

Inst

itutio

nsa)

M

utua

l Fun

ds57

057

0.00

570

570.

00

0.00

b)

Ba

nks/

FI19

,866

4119

,907

0.08

2,07

241

2,11

30.

01

(0.0

7)c)

Ce

ntra

l Gov

t.0

00

0.00

00

00.

00

0.00

d)

St

ate

Govt

.0

00

0.00

00

00.

00

0.00

e)

Ve

ntur

e Ca

pita

l Fun

d0

00

0.00

00

00.

00

0.00

f)

Insu

ranc

e Co

mpa

nies

873,

537

087

3,53

73.

3687

3,53

70

873,

537

3.36

0.

00

g)

FIIs

/ FP

Is16

6,89

30

166,

893

0.64

166,

893

016

6,89

30.

64

0.00

h)

Fo

reig

n Ve

ntur

e Ca

pita

l Fun

ds0

00

0.00

00

00.

00

0.00

i)

Othe

rs (s

peci

fy)

00

00.

000

00

0.00

0.

00

SUB

TOTA

L (B

)(1)

1,06

0,35

341

1,06

0,39

44.

081,

042,

559

411,

042,

600

4.01

(0

.07)

(2)

Non

Inst

itutio

ns

Board’s Report


Cate

gory

of S

hare

hold

ers

No. o

f Sha

res

held

at t

he b

egin

ning

of t

he y

ear

No. o

f Sha

res

held

at t

he e

nd o

f the

yea

r%

cha

nge

duri

ng th

e ye

arDe

mat

Phys

ical

Tota

l%

of T

otal

Sh

ares

Dem

atPh

ysic

alTo

tal

% o

f Tot

al

Shar

esa)

Bo

dies

cor

pora

tes

i) In

dian

771,

323

3,87

177

5,19

42.

99

758,

997

3,75

276

2,74

92.

94

(0.0

5)ii)

Ov

erse

as38

50

385

0.00

385

038

50.

00

0.00

b)

In

divi

dual

si)

Indi

vidu

al s

hare

hold

ers

hold

ing

nom

inal

shar

e ca

pita

l upt

o ̀ 1

lakh

5,10

2,84

231

2,75

55,

415,

597

20.8

65,

092,

170

301,

524

5,39

3,69

420

.78

(0.0

8)

ii)

Indi

vidu

als

shar

ehol

ders

hol

ding

no

min

al s

hare

cap

ital i

n ex

cess

of

` 1

lakh

2,26

9,52

233

,660

2,30

3,18

28.

882,

406,

965

33,6

602,

440,

625

9.41

0.

53

c)

Othe

rs (s

peci

fy)

i) N

on R

esid

ent I

ndia

ns (R

epat

)20

5,60

41,

776

207,

380

0.80

193,

900

1,73

919

5,63

90.

75

(0.0

5)ii)

N

on R

esid

ent I

ndia

ns (N

on

Repa

t)40

,861

172

41,0

330.

1653

,000

172

53,1

720.

21

0.05

iii)

Fore

ign

Com

pani

es0

561,

773

561,

773

2.16

056

1,77

356

1,77

32.

16

0.00

iv)

Cl

earin

g M

embe

r18

4,73

90

184,

739

0.71

93,3

750

93,3

750.

36

(0.3

5)v)

Tr

usts

5,20

40

5,20

40.

025,

221

05,

221

0.02

0.

00

vi)

Fore

ign

Nat

iona

ls0

00

0.00

00

00.

00

0.00

vii

) Fo

reig

n Ba

nks

320

320.

0032

032

0.00

0.

00

viii)

Hin

du U

ndivi

ded

Fam

ily40

0,19

10

400,

191

1.54

406,

152

040

6,15

21.

56

0.02

ix)

Un

claim

ed S

uspe

nse A

ccou

nt68

,031

068

,031

0.26

67,7

180

67,7

180.

26

0.00

SU

B TO

TAL

(B)(2

)9,

048,

734

914,

007

9,96

2,74

138

.38

9,07

7,91

590

2,62

09,

980,

535

38.4

5 0.

07

Tota

l Pub

lic S

hare

hold

ing

(B)=

(B)(1

)+(B

)(2)

10,1

09,0

8791

4,04

811

,023

,135

42.4

610

,120

,474

902,

661

11,0

23,1

3542

.46

0.00

C.

Shar

es h

eld

by C

usto

dian

for

GD

Rs &

ADR

s0

00

0.00

00

00.

00

0.00

D.

Empl

oyee

Ben

efit T

rust

(und

er SE

BI

(Sha

re b

ased

Em

ploy

ee B

enef

it)

Regu

latio

ns, 2

014)

*

--

--

379,

767

037

9,76

71.

46

1.46

Gran

d To

tal (

A+B+

C+D)

25,0

46,2

9291

4,04

825

,960

,340

100.

0025

,057

,679

902,

661

25,9

60,3

4010

0.00

0.

00

* Pira

mal

Phy

toca

re L

imite

d Se

nior

Em

ploy

ees

Optio

n Tr

ust (

Form

erly

kno

wn

as P

iram

al L

ife S

cien

ces

Lim

ited

Seni

or E

mpl

oyee

s St

ock

Optio

n Tr

ust)

hold

ing

3,79

,767

Sha

res

(1.4

6%) w

as c

lass

ified

as

Non

Pro

mot

er N

on P

ublic

dur

ing

the

year

.

Board’s Report


ii.

Shar

ehol

ding

of P

rom

oter

s

Sl.

No.

Shar

ehol

ders

Nam

eSh

areh

oldi

ng a

t the

beg

inni

ng o

f the

ye

arSh

areh

oldi

ng a

t the

end

of t

he y

ear

% c

hang

e in

sha

re

hold

ing

duri

ng th

e ye

ar

No o

f sh

ares

% o

f tot

al

shar

es

of th

e Co

mpa

ny

% o

f sha

res

pled

ged

enc

umbe

red

to to

tal

shar

es

No. o

f sh

ares

% o

f tot

al

shar

es

of t

he

Com

pany

% o

f sha

res

pled

ged

en

cum

bere

d to

tota

l sh

ares

1Th

e Sr

i Kris

hna

Trus

t [Tr

uste

es: M

r. Aj

ay G

. Pi

ram

al a

nd D

r. (M

rs.)

Swat

i A. P

iram

al]

8,5

93,4

40

33.1

0 0.

00

8,5

93,4

40

33.1

0 0.

00

0.00

2Pi

ram

al E

nter

pris

es L

imite

d 4

,550

,000

17

.53

0.00

4

,550

,000

17

.53

0.00

0.

00

3M

s. N

andi

ni P

iram

al 3

85,6

26

1.49

0.

00

385

,626

1.

49

0.00

0.

00

4M

r. An

and

Pira

mal

382

,613

1.

48

0.00

3

82,6

13

1.48

0.

00

0.00

5Pi

ram

al W

elfa

re T

rust

366

,730

1.

41

0.00

3

66,7

30

1.41

0.

00

0.00

6Th

e Aj

ay G

. Pira

mal

Fou

ndat

ion

125

,000

0.

48

0.00

1

25,0

00

0.48

0.

00

0.00

7M

r. Aj

ay G

. Pira

mal

3

6,17

6 0.

14

0.00

3

6,17

6 0.

14

0.00

0.

00

8M

r. Aj

ay G

. Pira

mal

(Kar

ta o

f Gop

ikis

han

Pira

mal

HU

F) 1

0,01

5 0.

04

0.00

1

0,01

5 0.

04

0.00

0.

00

9Dr

. (M

rs.)

Swat

i A. P

iram

al 4

4,66

8 0.

17

0.00

4

4,66

8 0.

17

0.00

0.

00

10M

rs. L

alita

G. P

iram

al 4

2,28

3 0.

16

0.00

4

2,28

3 0.

16

0.00

0.

00

11M

r. Aj

ay G

. Pira

mal

(Kar

ta o

f Aja

y G.

Pira

mal

H

UF)

20,

887

0.08

0.

00

20,

887

0.08

0.

00

0.00

Tota

l 14

,557

,438

56

.08

0.00

14

,557

,438

56

.08

0.00

0.

00

Clas

sifie

d as

Non

Pro

mot

er N

on P

ublic

du

ring

the

year

1Pi

ram

al P

hyto

care

Lim

ited

Seni

or E

mpl

oyee

s Op

tion

Trus

t (Fo

rmer

ly k

now

n as

Pira

mal

Life

Sc

ienc

es L

imite

d Se

nior

Em

ploy

ees

Stoc

k Op

tion

Trus

t)

379

,767

1.

46

0.00

3

79,7

67

1.46

0.

00

0.00

Board’s Report


iii.

Chan

ge in

Pro

mot

ers

Shar

ehol

ding

- T

here

was

no

chan

ge in

the

shar

ehol

ding

of t

he P

rom

oter

s du

ring

the

year

exc

ept f

or th

e re

clas

sific

atio

n of

Pi

ram

al P

hyto

care

Lim

ited

Seni

or E

mpl

oyee

s Op

tion

Trus

t (Fo

rmer

ly kn

own

as P

iram

al L

ife S

cien

ces

Lim

ited

Seni

or E

mpl

oyee

s St

ock

Optio

n Tr

ust)

from

Pro

mot

er to

Non

Pro

mot

er N

on P

ublic

.

iv.

Shar

ehol

ding

Pat

tern

of t

op te

n Sh

areh

olde

rs (o

ther

than

Dire

ctor

s, P

rom

oter

s &

Hol

ders

of G

DRs

& A

DRs)

Sl.

No.

For e

ach

of th

e to

p 10

sha

reho

lder

sSh

areh

oldi

ng a

t the

beg

inni

ng

of th

e Ye

arCu

mul

ativ

e Sh

areh

oldi

ng

duri

ng th

e ye

ar

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny1

Life

Insu

ranc

e Co

rpor

atio

n of

Indi

aAt

the

begi

nnin

g of

the

year

874

,963

3.

37

874

,963

3.

37

At th

e en

d of

the

year

874

,963

3.

37

2In

diah

old

Lim

ited

At th

e be

ginn

ing

of th

e ye

ar 5

61,7

73

2.16

5

61,7

73

2.16

At

the

end

of th

e ye

ar 5

61,7

73

2.16

3

Elar

a Ca

pita

l PLC

A/c

Ves

pera

Fun

d Li

mite

dAt

the

begi

nnin

g of

the

year

166

,893

0.

64

166

,893

0.

64

At th

e en

d of

the

year

166

,893

0.

64

4M

r. Ja

tin G

andh

iAt

the

begi

nnin

g of

the

year

163

,500

0.

63

163

,500

0.

63

At th

e en

d of

the

year

163

,500

0.

63

5M

s.Jy

otsn

a Ga

ndhi

At th

e be

ginn

ing

of th

e ye

ar 1

19,5

00

0.46

1

19,5

00

0.46

12

.05.

2017

- Tr

ansf

er

500

0.

00

120

,000

0.

46

26.0

5.20

17- T

rans

fer

1,0

00

0.00

1

21,0

00

0.46

02.0

6.20

17- T

rans

fer

3,5

00

0.02

1

24,5

00

0.48

09.0

6.20

17- T

rans

fer

1,5

00

0.01

1

26,0

00

0.49

16.0

6.20

17- T

rans

fer

2,5

50

0.01

1

28,5

50

0.50

23.0

6.20

17- T

rans

fer

4,0

00

0.02

1

32,5

50

0.52

30.0

6.20

17- T

rans

fer

1,0

00

0.00

1

33,5

50

0.52

07.0

7.20

17- T

rans

fer

1,0

00

0.00

1

34,5

50

0.52

14.0

7.20

17- T

rans

fer

2,5

00

0.01

1

37,0

50

0.53

At th

e en

d of

the

year

137

,050

0.

53

Board’s Report


Sl.

No.

For e

ach

of th

e to

p 10

sha

reho

lder

sSh

areh

oldi

ng a

t the

beg

inni

ng

of th

e Ye

arCu

mul

ativ

e Sh

areh

oldi

ng

duri

ng th

e ye

ar

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny

No. o

f sha

res

% o

f tot

al

shar

es o

f the

Co

mpa

ny6

CM J

ain

Impe

x &

Inve

stm

ents

Pri

vate

Lim

ited

At th

e be

ginn

ing

of th

e ye

ar 1

25,0

00

0.48

1

25,0

00

0.48

At

the

end

of th

e ye

ar 1

25,0

00

0.48

7

Ms.

Vid

hi M

anoj

Gan

dhi

At th

e be

ginn

ing

of th

e ye

ar 1

22,0

00

0.47

1

22,0

00

0.47

At

the

end

of th

e ye

ar 1

22,0

00

0.47

8

Mr.k

isha

n Go

pal M

ohta

At th

e be

ginn

ing

of th

e ye

ar 8

1,53

2 0.

31

81,

532

0.31

At

the

end

of th

e ye

ar 8

1,53

2 0.

31

9Ru

ral E

ngin

eeri

ng C

o. P

vt. L

td.

At th

e be

ginn

ing

of th

e ye

ar 7

4,94

5 0.

29

74,

945

0.29

At

the

end

of th

e ye

ar 7

4,94

5 0.

29

10M

r. Ro

miy

o Th

ekki

neda

th M

erci

lyAt

the

begi

nnin

g of

the

year

67,

913

0.26

6

7,91

3 0.

26

At th

e en

d of

the

year

67,

913

0.26

Board’s Report


v.

Shar

ehol

ding

of D

irect

ors

& k

MP

Sl.

No.

For e

ach

of th

e Di

rect

ors

& k

MP

Shar

ehol

ding

at t

he

begi

nnin

g of

the

Year

Cum

ulat

ive

Shar

ehol

ding

du

ring

the

year

No

. of

Shar

es

% o

f tot

al

shar

es o

f the

Co

mpa

ny

No. o

f sh

ares

% o

f tot

al

shar

es o

f the

Co

mpa

ny1

Mr.

Gaut

am B

haila

l Dos

hiAt

the

begi

nnin

g of

the

year

16,

480

0.06

1

6,48

0 0.

06

At th

e en

d of

the

year

16,

480

0.06

2

Mr.

Raje

sh L

addh

aAt

the

begi

nnin

g of

the

year

949

0.

00

949

0.

00

At th

e en

d of

the

year

949

0.

00

3M

r. N.

L. B

hatia

At th

e be

ginn

ing

of th

e ye

ar0

0.00

0

0.00

At

the

end

of th

e ye

ar0

0.00

4

Ms.

Ras

hida

Naj

mi

At th

e be

ginn

ing

of th

e ye

ar0

0.00

0

0.00

At

the

end

of th

e ye

ar

5M

r. Ra

jiv S

alvi

At th

e be

ginn

ing

of th

e ye

ar0

0.00

0

0.00

At

the

end

of th

e ye

ar0

0.00

6

Mr.

kart

hik

Mur

alid

hara

nAt

the

begi

nnin

g of

the

year

10.

00

10.

00

At th

e en

d of

the

year

10.

00

7M

r. M

anee

sh S

harm

aAt

the

begi

nnin

g of

the

year

10.

00

10.

00

At th

e en

d of

the

year

10.

00

V.

INDE

BTED

NESS

- Th

ere

was

no

loan

out

stan

ding

as

at th

e be

ginn

ing

of th

e ye

ar a

nd th

e Co

mpa

ny h

as n

ot a

vaile

d an

y lo

an d

urin

g th

e ye

ar

Board’s Report


VI.

REM

UNER

ATIO

N OF

DIR

ECTO

RS A

ND k

EY M

ANAG

ERIA

L PE

RSON

NEL

A.

Rem

uner

atio

n to

Man

agin

g Di

rect

or, W

hole

-tim

e Di

rect

or a

nd/o

r Man

ager

: (`

)

Sl.

No.

Part

icul

ars

of R

emun

erat

ion

Nam

e of

the

MD/

WTD

/Man

ager

Mr.

Rajiv

Sal

vi -

Man

ager

Tota

l Am

ount

1Gr

oss

sala

ry(a

) Sa

lary

as

per p

rovis

ions

con

tain

ed in

sec

tion

17(1

) of t

he In

com

e Ta

x. 1

961.

6,6

17,0

25

6,6

17,0

25

(b)

Valu

e of

per

quis

ites

u/s

17(2

) of t

he In

com

e Ta

x Ac

t, 19

61 3

25,3

46

325

,346

(c

) Pr

ofits

in li

eu o

f sal

ary

unde

r sec

tion

17(3

) of t

he In

com

e Ta

x Ac

t, 19

61–

–2

Stoc

k op

tion

––

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Board’s Report


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Board’s Report


ANNEXURE B

NOMINATION POLICY

I. PreambleThe Nomination and Remuneration Committee (‘NRC’) of Piramal Phytocare Limited (‘the Company’), has adopted the following policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management.

This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Regulations’) and Section 178 and other applicable provisions of the Companies Act, 2013.

II. Criteria for identifying persons for appointment as Directors and Senior Management: A. Directors

1. Candidates for Directorship should possess appropriate qualifications, skills and expertise in one or more fields of finance, law, general corporate management, information management, science and innovation, public policy, financial services, sales & marketing and other disciplines as may be identified by the NRC and/or the Board from time to time, that may be relevant to the Company’s business.

2. Such candidates should also have a proven record of professional success.

3. Every candidate for Directorship on the Board should have the following positive attributes:

a) Possesses a high level of integrity, ethics, credibility and trustworthiness;

b) Ability to handle conflict constructively and possess the willingness to address critical issues proactively;

c) Is familiar with the business of the Company and the industry in which it operates and displays a keen interest in contributing at the Board level to the Company’s growth;

d) Possesses the ability to bring independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management and resource planning;

e) Displays willingness to devote sufficient time and attention to the Company’s affairs;

f) Values Corporate Governance and possesses the skills and ability to assist the Company in implementing good corporate governance practices;

g) Possesses leadership skills and is a team player.

4. Criteria for Independence applicable for selection of Independent Directors

a) Candidates for Independent Directors on the Board of the Company should comply with the criteria for Independence as stipulated in the Companies Act, 2013 and the Regulations, as amended or re-enacted or notified from time to time. Such candidates should also comply with other applicable regulatory requirements relating to Independence or as may be laid down by the Board from time to time.

b) Such Candidates shall submit a Declaration of Independence to the NRC / Board, initially and thereafter, annually, based upon which, the NRC / Board shall evaluate compliance with this criteria for Independence.

5. Change in status of Independence

Every Independent Director shall be required to inform the NRC / Board immediately in case of any change in circumstances that may put his or her independence in doubt, based upon which, the NRC / Board may take such steps as it may deem fit in the best interest of the organization.

Board’s Report


B. Members of Senior Management

1. For the purpose of this Policy, the term ‘Senior Management’ shall have the same meaning as defined in the Companies Act, 2013 and the Regulations, as amended from time to time.

2. The eligibility criteria for appointments to Senior Management and continuity thereof shall include integrity and ethics, in addition to possessing qualifications, expertise, experience and special competencies relevant to the position for which purpose the executive is being or has been appointed.

3. Any candidate being considered for the post of Senior Management should be willing to comply fully with the PPL– Code of Conduct for Senior Management, PPL – Code of Conduct for Prevention of Insider Trading and other applicable policies, in force from time to time.

III. Process for identification & shortlisting of candidatesA. Directors

1. The NRC shall identify the need for appointment of new Directors on the Board on the basis of the evaluation process for Board as a whole and of individual Directors or as it may otherwise determine.

2. Candidates for Board membership maybe identified from a number of sources, including but not limited to past members of the Board and Directors database.

3. NRC shall evaluate proposals for appointment of new Directors on the basis of qualification criteria and positive attributes referred to hereinabove and make its recommendations to the Board.


1. The NRC shall consider the recommendations of the management while evaluating the selection of executives in Senior Management. The NRC may also identity potential candidates for appointment to Senior Management through referrals and recommendations from past and present members of the Board or from such other sources as it may deem fit and proper.

2. The NRC shall evaluate proposals for appointments to Senior Management on the basis of eligibility criteria referred to hereinabove and such other criteria as it may deem appropriate.

3. Based on such evaluation, the NRC shall shortlist the desired candidate and make its recommendations to the Board for appointment.

IV. RemovalA. Directors

1. If a Director incurs any disqualification mentioned under the Companies Act, 2013 or any other applicable law, regulations or statutory requirement, the NRC may recommend to the Board with reasons recorded in writing, the removal of the said Director subject to the provisions of and compliance with the statutory provisions.

2. Such recommendations may also be made on the basis of performance evaluation of the Directors or as may otherwise be thought fit by the NRC.


1. The NRC shall consider the recommendations of the management while making recommendations to the Board for dismissal / removal of those in Senior Management.

2. Such recommendations may also be made on the basis of performance evaluation of members of Senior Management to the extent applicable or as may otherwise be thought fit by the NRC.

V. Review1. The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions

that maybe required to this Policy to the Board for consideration and approval.

Board’s Report


REMUNERATION POLICY

I. Preamble

1.1. The Nomination and Remuneration Committee (‘NRC’) of Piramal Phytocare Limited (‘the Company’), has adopted the following policy and procedures with regard to remuneration of Directors, Key Managerial Personnel and other employees.

1.2. The Remuneration Policy (‘Policy’) is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Regulations’) and Section 178 and other applicable provisions of the Companies Act, 2013.

1.3. This Policy reflects the Company’s core values viz. Knowledge, Action, Care and Impact.

II. Designing of Remuneration Packages

2.1. While designing remuneration packages, the following factors are taken into consideration:

a. Ability to attract, motivate and retain the best talent in the industries in which the Company operates;

b. Current industry benchmarks;

c. Cost of living;

d. Maintenance of an appropriate balance between fixed, performance linked variable pay and long term incentives reflecting long and short term performance objectives aligned to the working of the Company and its goals;

e. Achievement of Key Result Areas (KRAs) of the employee, the concerned department / function and of the Company.

III. Remuneration to DirectorsA. Independent Directors:

The Independent directors are entitled to the following:

i. Sitting Fees: The Independent Director receive remuneration in the form of sitting fees for attending meetings of Board or Committee thereof of the Company. The Independent Directors also receive sitting fees for attending separate meetings of the Independent Directors. Provided that the amount of such fees shall not exceed such amount per meeting as may be prescribed by the Central Government from time to time.

ii. Commission: Commission may be paid to Independent Directors subject to availability of profits and in compliance with applicable regulatory requirements.

B. Remuneration to Whole – Time Directorsi. The remuneration to be paid to the Whole – Time Directors (if any) shall be in compliance with the applicable regulatory

requirements, including such requisite approvals as required by law.

ii. Increments may be recommended by the Committee to the Board which shall be within applicable regulatory limits.

iii. The Board may at the recommendation of the NRC and its discretion, may consider the payment of such additional remuneration within the framework of applicable laws and regulatory requirements.

IV. Remuneration to key Managerial Personnel and Senior Management

Remuneration to Key Managerial Personnel and other Senior Management shall be as per the HR Policy of the Company in force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises of:

i. Fixed Basic Salary;

Board’s Report


ii. Perquisites as per Company Policy;

iii. Retirement benefits as per Company Rules and statutory requirements;

iv. Performance linked incentive (on an annual basis) based on the achievement of pre-set KRAs and long term incentives based on value creation.

In addition to the above mentioned remuneration package, Key Managerial Personnel and Senior Management may also be provided Employee Stock Options (ESOPs) in compliance with applicable regulatory requirements.

V. Remuneration to Other Employees

The remuneration packages of other employees are also formulated in accordance with HR Policy of the Company in force from time to time. In addition to basic salary and other components forming part of overall salary package, employees are also provided with perquisites and retirement benefits as per the HR Policy of the Company and statutory requirements, where applicable.

VI. Disclosure

As per existing Applicable Regulatory Requirements, the Remuneration Policy shall be disclosed in the Board’s Report.

VII. Review

The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions that maybe required to this Policy to the Board for consideration and approval.

Board’s Report


ANNEXURE C

To,

The Members,


My report of even date is to be read along with this letter:

1) Maintenance of Secretarial records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these Secretarial Records based on my audit.

2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4) Wherever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events, etc.

5) The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Dhrumil M. Shah & Co. UIN: S2010MH130700

Practicing Company Secretary

DHRUMIL M SHAH C.P. No. 8978 FCS No. 8021Place: Mumbai

Date: May 28, 2018

Board’s Report


SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,


I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Piramal Phytocare Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (‘the Act’) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; - Not applicable for the financial year ended March 31, 2018;

d. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - Not applicable for the financial year ended March 31, 2018;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not applicable for the financial year ended March 31, 2018;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not applicable for the financial year ended March 31, 2018;

Board’s Report


h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - Not applicable for the financial year ended March 31, 2018;

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Amongst the various laws which are applicable to the Company, following are the laws which are specifically applicable to the Company:

1. Drugs and Cosmetics Act, 1940 and Drugs and Cosmetics Rules, 1940

2. The Legal Metrology Act & Legal Metrology (Packaged Commodities) Rules, 2011

I have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that Board of Directors of the Company is duly constituted with proper balance of Non-Executive and Independent Directors. The changes made in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings and Board Committee Meetings. Agenda and detailed notes on agenda are sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, where applicable, are captured and recorded as part of the minutes. However during the period under report, all the decisions have been taken unanimously and no dissent recorded in Board / Committee minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, Rules, Regulations and Guidelines.




Date: May 28, 2018

Board’s Report


ANNEXURE D

CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members,Piramal Phytocare Limited

I have examined all the relevant records of Piramal Phytocare Limited (‘the Company’) for the purpose of certifying compliance with the conditions of Corporate Governance under Chapter IV to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for the year ended March 31, 2018.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to procedures and implementation process adopted by the Company for ensuring compliance with the conditions of Corporate Governance. This certificate is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In my opinion and to the best of my information and according to the explanations and information furnished to me, I certify that the Company has complied with all the conditions of Corporate Governance as stipulated in the said Listing Regulations.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.




Date: May 28, 2018

Board’s Report


ANNEXURE E

Form No. AOC – 2[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 (“the Act”) and

Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for 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 Act including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2018, which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

The details of material contracts or arrangements or transactions at arm’s length basis for the year ended March 31, 2018 are as follows:

Sr. No.

Name(s) of the related party & Nature of relationship

Nature, salient features of contracts/ arrangements/ transactions

Duration of the contracts/

arrangements/ transactions

Date(s) of approval by the Board, if

any

Amount paid

(` in lakhs)

1.

Piramal Enterprises Limited (‘PEL’)

(Part of the promoter group)

The Company has availed the right to use the Trade Mark and Product Knowhow of certain products of PEL against payment of royalty to PEL. May 31, 2017 to

May 30, 2032 April 12, 2017*

142.20

2. The Company has sold products to PEL for onward distribution through PEL’s distribution network.

2,041.98

* Approval of the shareholders of the Company was obtained at the Annual General Meeting of the Company held on May 26, 2017.

By Order of the Board

N. L. Bhatia Rajesh Laddha Director Director

Place: Mumbai

Date: May 28, 2018

Financial Statements


Independent Auditors’ ReportTo the Members of Piramal Phytocare Limited

Report on the Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying Ind AS financial statements of Piramal Phytocare Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018 the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)

with respect to the preparation of these Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of loss and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter9. The Ind AS financial statements of the Company for the year ended March 31, 2017, were audited by another firm of chartered

accountants under the Companies Act, 2013 who, vide their report dated April 12, 2017, expressed an unmodified opinion on those financial statements. Our opinion is not qualified in respect of this matter.



Report on Other Legal and Regulatory Requirements10. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-

section (11) of section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i The Company does not have any pending litigations as at March 31, 2018 which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts as at March 31, 2018.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 01275N/N500016 Chartered Accountants

Priyanshu GundanaMumbai PartnerMay 28, 2018 Membership Number 109553



Annexure A to Independent Auditors’ ReportReferred to in paragraph 11(f) of the Independent Auditors’ Report of even date to the members of Piramal Phytocare Limited on the Ind AS financial statements for the year ended March 31, 2018

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of Piramal Phytocare Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



Inherent Limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.





Annexure to Auditors’ Report

Annexure B to Independent Auditors’ ReportReferred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Piramal Phytocare Limited on the Ind AS financial statements of for the year ended March 31, 2018

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) The Company does not own any immovable properties as disclosed in Note 3 on fixed assets to the Ind AS financial statements. Therefore, the provisions of Clause 3(i)(c) of the said Order are not applicable to the Company.

ii. The physical verification of inventory [excluding stocks with third parties] have been conducted at reasonable intervals by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of Income tax and Service Tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees’ state insurance, sales tax, duty of customs, duty of excise, value added tax, cess, goods and service tax with effect from July 1, 2017 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service-tax, duty of customs, and duty of excise or value added tax or goods and service tax which have not been deposited on account of any dispute.

viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.



Annexure to Auditors’ Report (Contd.)

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.





NoteNo.

As atMarch 31, 2018

` in Lakhs

As atMarch 31, 2017

` in Lakhs ASSETS

Non-Current Assets(a) Property, Plant & Equipment 3 31.41 35.58 (b) Other Non Current Assets 4 30.87 52.20 Total Non-Current Assets 62.28 87.78 Current Assets(a) Inventories 5 31.70 30.58 (b) Financial Assets :

(i) Trade Receivables 6 100.40 124.26 (ii) Cash & Cash equivalents 7 197.85 37.73 (iii) Bank balances other than (ii) above 8 0.50 250.50 (iv) Other Financial Assets 9 21.12 319.87 4.58 417.07

(c) Other Current Assets 10 395.88 37.61 Total Current Assets 747.45 485.26 Total Assets 809.73 573.04

EQUITY AND LIABILITIESEquity(a) Equity Share capital 11 2,596.03 2,596.03 (b) Other Equity 12 (4,338.58) (2,090.54)Total Equity (1,742.55) 505.49 LiabilitiesNon-Current Liabilities(a) Provisions 13 45.26 13.71

45.26 13.71 Current Liabilities(a) Financial Liabilities:

(i) Trade PayablesTotal outstanding dues of Micro and small enterprises 4.55 –Total outstanding dues of creditors other than Micro and small enterprises

285.41 38.99

(ii) Other Financial Liabilities 14 117.95 407.91 1.42 40.41 (b) Other Current Liabilities 15 1,993.81 2.94 (c) Provisions 16 105.30 10.49 Total Current Liabilities 2,507.02 53.84 Total Equity and Liabilities 809.73 573.04

The above Balance Sheet should be read in conjuction with accompanying notes.As per our report of even date attachedFor Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016 Rajesh Laddha N. L. BhatiaChartered Accountants Director DirectorPriyanshu Gundana karthik Muralidharan Maneesh SharmaPartner Chief Financial Officer Company SecretaryMembership No. 109553Mumbai, May 28, 2018 Mumbai, May 28, 2018

Balance Sheet as at March 31, 2018



NoteNo.

Year Ended March 31, 2018

` in Lakhs


` in Lakhs

Revenue from operations 17 2,381.38 412.64

Other Income 18 21.94 28.91

Total Income 2,403.32 441.55

Expenses

Cost of raw and packing materials consumed 19 101.10 143.05

Purchases of stock-in-trade 20 1,147.84 17.54

Changes in inventories of finished goods and stock-in-trade 21 3.33 5.37

Employee benefits expense 22 1,146.61 101.05

Finance costs 23 1.59 0.24

Depreciation 3 4.17 4.17

Other expenses 24 2,245.27 151.15

Total Expenses 4,649.91 422.57

Profit/(Loss) Before Exceptional Items and Tax (2,246.59) 18.98

Exceptional Items – –

Profit / (Loss) before Tax (2,246.59) 18.98

Less: Income Tax Expense

Current Tax – –

Deferred Tax – –

Profit / (Loss) for the year (2,246.59) 18.98

Other Comprehensive Income / (Expense) (OCI), net of tax expense

A. Items that will not be reclassified to profit or loss

Remeasurement of Post Employment Benefit Plans 25 (1.45) (12.03)

B. Items that will be reclassified to profit or loss – –

Other Comprehensive Income / (Expense) (OCI), net of tax expense (1.45) (12.03)

Total Comprehensive Income / (Expense) for the year (2,248.04) 6.95

Earnings Per Share (Basic / Diluted) (`) (Face Value of ` 10/- each) [Refer Note 32]

(8.65) 0.07

The above Statement of Profit and Loss should be read in conjuction with accompanying notes.

As per our report of even date attachedFor Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016 Rajesh Laddha N. L. BhatiaChartered Accountants Director DirectorPriyanshu Gundana karthik Muralidharan Maneesh SharmaPartner Chief Financial Officer Company SecretaryMembership No. 109553Mumbai, May 28, 2018 Mumbai, May 28, 2018

Statement of Profit and Lossfor the Year Ended March 31, 2018



Year EndedMarch 31, 2018

` in Lakhs


` in Lakhs

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit / (Loss) before tax (2,246.59) 18.98

Adjustments for:

Depreciation 4.17 4.17

Finance Costs 1.59 0.24

Interest Income (0.90) (13.84)

Provision for Doubtful Debts 1.65 14.55

Operating Profit/(Loss) Before Working Capital Changes (2,240.08) 24.10

Adjustments For Changes In Working Capital :

Adjustments for (increase) / decrease in operating assets

– Trade receivables 22.21 7.87

– Inventories (1.12) 19.19

– Other Financial Assets - Non Current (2.41) (2.07)

– Other Current assets (379.39) (26.92)

Adjustments for increase / (decrease) in operating liabilities

– Trade Payables 249.37 (18.85)

– Non Current provisions 30.11 (7.10)

– Current provisions 94.81 (50.99)

– Other current financial liabilities 116.53 (0.09)

– Other current liabilities 1,990.87 7.97

Cash (Used in) / Generated From Operations (119.10) (46.89)

Taxes paid 23.74 –

Net Cash (Used in) / Generated From Operating Activities (A) (95.36) (46.89)

Cash Flow Statementfor the Year Ended March 31, 2018



Cash Flow Statementfor the Year Ended March 31, 2018


` in Lakhs


` in Lakhs

B. CASH FLOW FROM INVESTING ACTIVITIES

Bank balances not considered as Cash and cash equivalents

– Fixed deposits placed – (425.00)

– Fixed deposits matured 250.00 375.00

– Interest income 5.48 15.49

Net Cash (Used in) Investing Activities (B) 255.48 (34.51)

C. CASH FLOW FROM FINANCING ACTIVITIES

Net Cash Generated (Used in) Financing Activities (C) – –

Net Increase/(Decrease) in Cash and Cash Equivalents (A)+(B)+(C) 160.12 (81.40)

Cash and Cash Equivalents As At 31.03.2017 37.73 119.13

Cash and Cash Equivalents As At 31.03.2018 197.85 37.73

Cash and Cash Equivalents Comprise

Cash on Hand 0.01 0.01

Balance with Scheduled Banks in Current Accounts 197.84 37.72

197.85 37.73

As per our report of even date attached

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016 Rajesh Laddha N. L. BhatiaChartered Accountants Director DirectorPriyanshu Gundana karthik Muralidharan Maneesh SharmaPartner Chief Financial Officer Company SecretaryMembership No. 109553Mumbai, May 28, 2018 Mumbai, May 28, 2018



Statement of Changes in Equityfor the Year Ended March 31, 2018

A. Equity Share Capital (Refer Note 11) :` in Lakhs

ParticularsBalance as at April 1, 2016 2,596.03 Changes in Equity Share Capital during the year –Balance as at March 31, 2017 2,596.03 Changes in Equity Share Capital during the year –Balance as at March 31, 2018 2,596.03

B. Other Equity :` in Lakhs

Particulars Notes Reserves & Surplus TotalSecurities

Premium ReserveRetained Earnings

Balance as at April 1, 201612

250.44 (2,347.93) (2,097.49)Profit/(Loss) for the year – 18.98 18.98 Other Comprehensive Income/ (Expense) – (12.03) (12.03)Balance as at March 31, 2017 250.44 (2,340.98) (2,090.54)

` in Lakhs

Particulars Notes Reserves & Surplus TotalSecurities

Premium ReserveRetained Earnings

Balance as at April 1, 201712

250.44 (2,340.98) (2,090.54)Profit/(Loss) for the year – (2,246.59) (2,246.59)Other Comprehensive Income/ (Expense) – (1.45) (1.45)Balance as at March 31, 2018 250.44 (4,589.02) (4,338.58)

The above Statement of Changes in Equity should be read in conjuction with the accompanying notes.

As per our report of even date attached

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016 Rajesh Laddha N. L. BhatiaChartered Accountants Director DirectorPriyanshu Gundana karthik Muralidharan Maneesh SharmaPartner Chief Financial Officer Company SecretaryMembership No. 109553

Mumbai, May 28, 2018 Mumbai, May 28, 2018



Notes to Financial Statementsfor the Year Ended March 31, 2018

1. GENERAL INFORMATIONPiramal Phytocare Limited (“the Company”) is engaged in manufacturing & marketing / trading of pharmaceutical products. The Company is listed on the BSE Limited and the National Stock Exchange of India Limited in India.

2a. SIGNIFICANT ACCOUNTING POLICIES

i) Statement of Compliance

These financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

ii) Basis of Accounting

The separate financial statements have been prepared on the historical cost basis except for plan assets of defined benefit plans, which are measured at fair value.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

iii) Property, Plant and Equipment

All Property Plant & Equipments are stated at cost of acquisition, less accumulated depreciation and accumulated impairment losses, if any. Direct costs are capitalised until the assets are ready for use and includes freight, duties, taxes and expenses incidental to acquisition and installation.

Subsequent expenditures related to an item of Property Plant & Equipment are added to its carrying value only when it is probable that the future economic benefits from the asset will flow to the Company & cost can be reliably measured.

Losses arising from the retirement of, and gains or losses arising from disposal of Property, Plant and Equipment are recognised in the Statement of Profit and Loss.

Depreciation is provided on a pro-rata basis on the straight line method (‘SLM’) over the estimated useful lives of the assets specified in Schedule II of the Companies Act, 2013.

iv) Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit and Loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

v) Revenue recognitionRevenue is measured at the fair value of the consideration received or receivable. Sale of goods: Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, based on the applicable incoterms. Amounts disclosed as revenue are net of returns, trade allowances, rebates, GST, value added taxes and amounts collected on behalf of third parties. The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company and the revenue recognition criteria have been complied.



vi) Employee Benefits(a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(b) Other long-term employee benefit obligationsThe liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Long Term Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date.

(c) Post-employment obligationsThe company operates the following post-employment schemes:

– Defined Contribution plans such as provident fund, superannuation and pension – Defined Benefit plans such as Gratuity

Defined Contribution PlansThe Company’s contribution to provident fund (in case of contributions to the Regional Provident Fund office), pension and employee state insurance scheme are considered as defined contribution plans, as the Company does not carry any further obligations apart from the contributions made on a monthly basis and are charged as an expense based on the amount of contribution required to be made. The Company contributes to Superannuation Fund and Employees Pension Scheme 1995 and has no further obligation to the plan beyond to monthly contribution number.

Defined Benefit PlanGratuity for employees in India is as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company’s Gratuity Plan is administered by an insurer and the Investments are made in various schemes of the trust. The Company funds the plan on a periodical basis.The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Notes to Financial Statements (Contd.)for the Year Ended March 31, 2018



Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

(d) Bonus PlansThe Company recognises a liability and an expense for bonuses. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

vii) InventoriesInventories comprise of Raw and Packing Materials, Work in Progress, Finished Goods (Manufactured and Traded). Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost is determined on Weighted Average basis. Cost includes all charges in bringing the goods to their present location and condition, including octroi and other levies, transit insurance and receiving charges. The cost of Work-in-progress and Finished Goods comprises of materials, direct labour, other direct costs and related production overheads.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

viii) Foreign Currency TransactionsThe transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transactions. Gain or loss resulting from the settlement of such transaction and from the translation of monetary assets and liabilities denominated in foreign currency are recognised in the Statement of Profit and Loss.

ix) Taxes on IncomeTax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the separate financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

x) Provisions and Contingent LiabilitiesProvisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there




is a reliable estimate of the amount of the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

xi) LeasesOperating LeasesLeases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases.

xii) Cash and Cash EquivalentsIn the cash flow statement, cash and cash equivalents includes cash on hand and demand deposits with banks.

xiii) Financial instruments Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Impairment of financial assetsThe Company applies the expected credit loss model for recognising impairment loss on Financial assets measured at amortised cost and trade receivables.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss (“ECL”) allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

xiv) Rounding of amountsAll amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

xv) Standards issued but not yet effective(a) Ind AS 115 Revenue from Contracts with Customers

The Ministry of Corporate Affairs (MCA) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 on 28 March 2018 notifying Ind AS 115 Revenue from Contracts with Customers.

These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB). Ind AS 115 replaces Ind AS 18 which covers contracts for goods and services and Ind AS 11 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards.

It establishes a five-step model to account for revenue arising from contracts with customer. Under Ind AS 115, revenue




is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The Company is in the process of analysing the impact of this new standard. This standard will come into force from accounting period commencing on or after April l, 2018.

There are no other standards, changes in standards and interpretations that are not in force that the Company expects to have a material impact arising from its application in its financial statements.

(b) Appendix B to Ind AS 21

Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.

2b. Critical accounting judgements and key sources of estimation uncertainties

The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates and considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

Deferred Taxes

Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers existence of projected future taxable income in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

Defined benefit plans:

The cost of the defined benefit plans and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.





3. PROPERTY, PLANT & EQUIPMENT

` in Lakhs Particulars GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION NET CARRYING

AMOUNTAs at

01/04/2017Additions Deductions As at

31/03/2018 (A)

As at01/04/2017

For the Year

Deductions As at31/03/2018

(B)

As at31/03/2018

(A-B)

As at31/03/2017

Tangible Assets

Plant and Equipments 42.01 – – 42.01 7.70 3.85 – 11.55 30.46 34.31

Furniture and Fixtures 1.91 – – 1.91 0.64 0.32 – 0.96 0.95 1.27

Total 43.92 – – 43.92 8.34 4.17 – 12.51 31.41 35.58

Particulars GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION NET CARRYING AMOUNT

As at01/04/2016

Additions Deductions As at31/03/2017

(A)

As at01/04/2016

For the Year

Deductions As at31/03/2017

(B)

As at31/03/2017

(A-B)

As at01/04/2016

Tangible Assets

Plant and Equipments 42.01 – – 42.01 3.85 3.85 – 7.70 34.31 38.16

Furniture and Fixtures 1.91 – – 1.91 0.32 0.32 – 0.64 1.27 1.59

Total 43.92 – – 43.92 4.17 4.17 – 8.34 35.58 39.75

As atMarch 31, 2018

` in Lakhs

As atMarch 31, 2017

` in Lakhs 4. OTHER NON CURRENT ASSETS

Advance Tax [Net of Provision of ` 0.04 lakhs (Previous year Nil)] 28.46 52.20 Security Deposit 2.41 –TOTAL 30.87 52.20

5. INVENTORIESRaw and Packing Materials 25.82 21.37 Finished Goods – 9.21 Stock in Trade 5.88 –TOTAL 31.70 30.58

1. Inventories are net of breakages and unsaleable stock.

2. The cost of inventories recognised as an expense during the year was ` 1,272.87 lakhs (Previous year ` 206.99 lakhs).

3. The cost of inventories recognised as an expense includes Rs. Nil (Previous year ` 14.11 lakhs) in respect of write downs of inventory to net realisable value and ` 11.89 lakhs (Previous year ` 1.54) in respect of provisions for slow moving/non moving/expired/near expiry products.



As atMarch 31, 2018

` in Lakhs

As atMarch 31, 2017

` in Lakhs 6. TRADE RECEIVABLES

Unsecured - considered good 101.94 124.26 Unsecured - considered doubtful 17.36 17.25 Less: Expected Credit Loss (ECL) 18.90 17.25

100.40 124.26 TOTAL 100.40 124.26

Concentration of Credit RiskThe credit period on sale of goods ranges from 60 to 90 days

Of the Trade Receivables balances, the top 2 customers represent a balance of ` 83.12 lakhs (Previous year ` 123.80 lakhs). 3 customers represent more than 5% of total balance of Trade Receivables.

The Company maintains Expected Credit Loss (ECL) based on present and prospective financial condition of the customer and ageing of accounts receivable after considering historical experience and the current economic environment.

The movement in expected credit loss allowance during the year was as follows:

Movement in Expected Credit Loss Allowance: Year ended March 31, 2018

Year ended March 31, 2017

Balance at the beginning of the year 17.25 2.70 Add: Movement in expected credit loss allowance on trade receivables 1.65 14.55 Balance at the end of the year 18.90 17.25

As atMarch 31, 2017

` in Lakhs

As atMarch 31, 2016

` in Lakhs 7. CASH AND CASH EQUIVALENTS

– Cash and Cash equivalents i. Cash on Hand 0.01 0.01

ii. Balances with Banks - Current account 197.84 37.72 TOTAL 197.85 37.73

There are no repatriation restrictions with regard to Cash and Cash Equivalents as at the end of the reporting period and prior years.




As atMarch 31, 2018

` in Lakhs

As atMarch 31, 2017

` in Lakhs8. OTHER BANk BALANCES

i. Fixed deposits with original maturity more than 3 months but less than 12 months – 250.00 ii. Earmarked balances with banks

– Deposit Accounts 0.50 0.50 TOTAL 0.50 250.50

9. OTHER FINANCIAL ASSETS - CURRENTInterest Accrued – 4.58 Advances recoverable in cash 21.12 –TOTAL 21.12 4.58

10. OTHER CURRENT ASSETSOther Advances 62.28 37.61 Balance with Government Authorities 333.60 –TOTAL 395.88 37.61

11. SHARE CAPITALAuthorised Shares3,00,00,000 (3,00,00,000) Equity Shares of ` 10/- each 3,000.00 3,000.00

3,000.00 3,000.00 Issued, Subscribed and Paid up Shares 2,59,60,340 (2,59,60,340) Equity Shares of ` 10/- each 2,596.03 2,596.03

2,596.03 2,596.03

a) Reconciliation of number of sharesEquity Shares

Particulars As at March 31, 2018 As at March 31, 2017

No. of shares

` in Lakhs No. of shares

` in Lakhs

At the beginning of the year 25,960,340 2,596.03 25,960,340 2,596.03 Add: Issued during the year – – – –Less: Shares cancelled during the year – – – –At the end of the year 25,960,340 2,596.03 25,960,340 2,596.03

b) Details of shareholders holding more than 5% shares in the Company

Particulars As at March 31, 2018 As at March 31, 2017 No. of shares

% Holding

No. of shares

% Holding

Piramal Enterprises Limited 4,550,000 17.53% 4,550,000 17.53%

The Sri Krishna Trust through its Trustees, Mr. Ajay G. Piramal and Dr. (Mrs.) Swati A. Piramal

8,593,440 33.10% 8,593,440 33.10%

c) Rights, preferences and restrictions attached to shares

Equity Shares:The company has one class of equity shares having a par value of ` 10/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.




As at March 31, 2018

` in Lakhs


` in Lakhs

12. OTHER EQUITYSECURITIES PREMIUM RESERVEAt the beginning of the year 250.44 250.44 Movement during the year – –TOTAL 250.44 250.44

Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the Provisions of the ActRETAINED EARNINGS

At the beginning of the year (2,340.98) (2,347.93)

Profit/(Loss) for the year (2,246.59) 18.98

Less: Other Comprehensive Income (Expense) (1.45) (12.03)

(4,589.02) (2,340.98)

TOTAL (4,338.58) (2,090.54)


` in Lakhs


` in Lakhs 13. NON-CURRENT PROVISIONS

Provision for employee benefits (Refer Note 26) 45.26 13.71 TOTAL 45.26 13.71

14. OTHER CURRENT FINANCIAL LIABILITIESEmployee related liabilities 117.95 1.42 TOTAL 117.95 1.42

15. OTHER CURRENT LIABILITIESAdvance From Customers 1,980.89 –

Statutory Dues 12.92 2.94

TOTAL 1,993.81 2.94

16. CURRENT PROVISIONSProvision for employee benefits (Refer Note 26) 105.30 10.49

TOTAL 105.30 10.49






` in Lakhs


` in Lakhs

17. REVENUE FROM OPERATIONSSale of products 2,381.38 412.64 TOTAL 2,381.38 412.64

18. OTHER INCOMEInterest Income on Financial Assets

– On Bank Deposits 0.90 13.84

Exchange Gain (Net) 0.04 0.07

Rent Received 11.25 15.00

Miscellaneous Income 9.75 –

TOTAL 21.94 28.91

19. COST OF RAW AND PACkING MATERIALS CONSUMEDOpening Stock 21.37 35.19

Add: Purchases (Net) 105.55 129.23

Less: Closing Stock 25.82 21.37

TOTAL 101.10 143.05

20. PURCHASES OF STOCk-IN-TRADETraded Goods 1,147.84 17.54

TOTAL 1,147.84 17.54

21. CHANGES IN INVENTORIES OF FINISHED GOODS AND STOCk-IN-TRADEOPENING STOCKS :Finished Goods 9.21 14.58 Stock-in-trade – –

9.21 14.58 CLOSING STOCKS :Finished Goods – 9.21 Stock-in-trade 5.88 –

5.88 9.21 TOTAL 3.33 5.37

22. EMPLOYEE BENEFITS EXPENSE Salaries and Wages 1,029.35 92.39 Contribution to Provident and Other Funds (Refer Note 26) 67.81 3.88 Contribution to Gratuity Fund (Refer Note 26) 12.06 1.30 Staff Welfare 37.39 3.48 TOTAL 1,146.61 101.05




` in Lakhs


` in Lakhs 23. FINANCE COSTS

Interest 1.59 0.24 TOTAL 1.59 0.24

24. OTHER EXPENSESProcessing Charges 20.60 30.56 Consumption of Stores and Spares Parts – 1.43 Consumption of Laboratory materials 5.90 7.51 Rent - Others 11.68 0.17 Rates & Taxes 5.19 6.13 Insurance 67.28 6.60 Travelling Expenses 298.42 0.87 Directors' Sitting Fees 6.00 5.20 Business Promotion 354.79 8.27 Franchise Expenses 1,115.99 –Freight 9.86 17.14 Audit Fee 7.40 1.50 Communication and Postage 31.51 7.66 Royalty 142.20 –Printing and Stationery 28.59 11.68 Professional Charges 128.63 26.41 Expected credit loss on Trade Receivables 1.65 14.55 Miscellaneous Expenses 9.58 5.47 TOTAL 2,245.27 151.15

25. Other Comprehensive (Income)/ExpensesOther Comprehensive (Income) / Expense related to remeasurement of defined benefit obligations

1.45

12.03

TOTAL 1.45 12.03

26. EMPLOYEE BENEFITSThe disclosures required as per the revised IND AS - 19 are as under :

Refer Note 2(vi) for brief description of the Plans.

These plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk and salary risk.Investment riskThe present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.Interest riskA decrease in the bond interest rate will increase the plan liability requiring a higher provision; however, this will be partially offset by an increase in the return on the plan’s debt investments.




Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.I. Charge to the Statement of Profit and Loss based on contributions: ` in Lakhs

As atMarch 31, 2018

As atMarch 31, 2017

Employer's contribution to Provident Fund 30.47 3.11

Employer's contribution to Employees' Pension Scheme 1995 19.67 0.60

Employer's contribution to Employees' State Insurance 13.92 –

Employer's contribution to National Pension Scheme 2.74 –

Employer's contribution to Superannuation Fund 1.00 0.17

67.81 3.88

Included in Contribution to Provident and Other Funds (Refer Note 22).

II. Disclosures for defined benefit plans based on actuarial reports

A. Change in Defined Benefit Obligation ` in Lakhs



Gratuity (Funded)Present Value of Defined Benefit Obligation as at the beginning of the year 15.98 11.16

Interest Cost 3.42 0.87

Current Service Cost 9.24 1.17

Liability Transferred In 32.29 –

Benefits Paid – (7.60)

Actuarial (gain) / loss (0.45) 10.38

Present Value of Defined Benefit Obligation as at the end of the year 60.48 15.98

B. Changes in the Fair Value of Plan Assets ` in Lakhs



Gratuity (Funded)Fair Value of Plan Assets as at beginning of the year 8.51 9.41

Expected Return on Plan Assets 0.60 0.74

Actuarial gain / (loss) (1.90) (1.64)

Fair Value of Plan Assets as at end of the year 7.21 8.51




C. Amount recognised in the Balance Sheet ` in Lakhs



Gratuity (Funded)Present Value of Defined Benefit Obligation as at the end of the year 60.48 15.98

Fair Value of Plan Assets as at end of the year 7.21 8.51

Net Liability/(Assets) recognised in the Balance Sheet (Refer Note No. 13 and 16)

53.27 7.47

D. Expenses recognised in Statement of Profit and Loss ` in Lakhs



Gratuity (Funded)Current Service Cost 9.24 1.17

Net Interest Cost 2.82 0.13

Total Expenses recognised in the Statement of Profit and Loss# 12.06 1.30

#Included in Employee Benefit Expenses, Contribution to Gratuity Fund (Refer Note 22)

E. Expenses Recognized in the Other Comprehensive Income (OCI) for Current Year ` in LakhsYear Ended

March 31, 2018Year Ended

March 31, 2017

Actuarial (Gains)/Losses on Obligation For the Period - Due to changes in financial assumptions

1.25 7.96

Actuarial (Gains)/Losses on Obligation For the Period - Due to changes in demographic assumptions

(4.40) –

Actuarial (Gains)/Losses on Obligation For the Period - Due to experience adjustment

2.70 2.43

Return on Plan Assets, Excluding Interest Income 1.90 1.64

Net (Income)/Expense For the Period Recognized in OCI 1.45 12.03

F. Actual Return on Plan Assets ` in LakhsYear Ended

March 31, 2018Year Ended

March 31, 2017

Gratuity (Funded)Expected Return on Plan Assets 0.60 0.74

Actuarial gain / (loss) on Plan Assets (1.90) (1.64)

Actual Return on Plan Assets (1.30) (0.90)




G. Significant Actuarial Assumption: ` in LakhsAs at

March 31, 2018As at

April 01, 2017

Gratuity (Funded)Discount Rate (Per Annum) 7.68% 7.09%

Salary Escalation rate 10.00% p.a. for the next 3

years, 7.00% p.a. thereafter,

starting from the 4th year

7.00%

Expected Rate of Return in Plan Assets (per annum) 7.68% 7.09%

H. Movement in the present value of net defined benefit obligation are as follows: ` in LakhsAs at

March 31, 2018As at

April 01, 2017

Opening Net Liability 7.47 1.74

Expenses Recognized in Statement of Profit or Loss 12.06 1.30

Expenses Recognized in OCI 1.45 12.03

Liability Transferred In 32.29 –

(Benefit Paid Directly by the Employer) – (7.60)

Net Liability/(Asset) Recognized in the Balance Sheet 53.27 7.47

I. Category of Assets %As at

March 31, 2018As at

April 01, 2017

Gratuity(Funded)Government Securities 29.92 54.82

Corporate Bonds 65.37 40.69

Equity Shares of Listed Companies – 4.49

Others 4.71 –

J. Other DetailsAs at

March 31, 2018As at

April 01, 2017

No of Active Members 225 4

Per Month Salary For Active Members (Rs. In Lakh) 28.18 3.49

Weighted Average Duration of the Projected Benefit Obligation 8 4

Average Expected Future Service (Years) 7 7

Projected Benefit Obligation (PBO) 60.48 15.98

Prescribed Contribution For Next Year (12 Months) 28.18 3.49




K. Cash Flow Projection: From the Fund ` in Lakhs

Projected Benefits Payable in Future Years From the Date of Reporting Estimated for the year ended March 31, 2018

Estimated for the year ended March 31, 2017

1st Following Year 13.23 8.76

2nd Following Year 3.16 0.56

3rd Following Year 3.32 0.56

4th Following Year 8.83 0.58

5th Following Year 3.55 4.50

Sum of Years 6 To 10 19.25 1.16

l. Sensitivity Analysis

Projected Benefits Payable in Future Years From the Date of Reporting As at March 31, 2018

As at April 01, 2017

Impact of +1% Change in Rate of Discounting (3.77) (0.45)

Impact of -1% Change in Rate of Discounting 4.34 0.51

Impact of +1% Change in Rate of Salary Increase 4.29 0.51

Impact of -1% Change in Rate of Salary Increase (3.80) (0.45)

The above sensitivity analysis are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

M. Liability as at year end

As at March 31, 2018 As at April 01, 2017

Non-Current (Note 13)

Current (Note 16)

Non-Current (Note 13)

Current (Note 16)

Gratuity 25.08 28.19 7.47 –

Leave Encashment – 75.31 5.68 10.28

Long Service Awards 20.18 0.59 0.56 –

Super Annuation – 1.21 – 0.21

Total 45.26 105.30 13.71 10.49




27. The Company’s significant operating lease arrangements are mainly in respect of godown premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under “Other Expenses” in Note 24.

These lease arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.

` in Lakhs

Payable As at March 31, 2018

Not Later than one year 13.50 Later than one year but not later than five years 39.06

Rent expenses, recognised under Other Expenses (Refer Note 24) pertains to minimum lease payment only.

28. Payment to Auditor in Other Expenses (Note 24) consists of: ` in Lakhs

March 31, 2018 April 01, 2017

As Auditor 7.00 1.50

For Other Services – –

For Reimbursement of Expenses 0.40 –

7.40 1.50

29. The Company is mainly engaged in Manufacturing, trading and marketing of Pharmaceuticals Products. The Chief Operating Decision Maker (Manager) of the Company examines the company’s performance from a product perspective only i.e. Pharmaceuticals. Hence the company has only one segment as per IND AS108 “ Operating segment” and no geographic segment.

30. Information in accordance with the requirements of Indian Accounting Standard 24 on Related Party Disclosures.A. Controlling Companies

– The Ajay G. Piramal Foundation* – The Sri Krishna Trust through its Trustees, Mr.Ajay G. Piramal and Dr.(Mrs.) Swati A. Piramal*

*There are no transactions with the above related parties during the year.

B. Other related parties – Piramal Enterprises Limited

C. key Management Personnel – Mr. Rajiv Salvi (w.e.f February 8, 2017) – Dr. Ashish Suthar (upto October 6, 2016)

D. Non Executive / Independent Directors – Mr. Gautam Doshi – Mr. N.L.Bhatia – Mr. Rajesh Laddha – Ms. Rashida Najmi

Compensation of key managerial personnel ` in Lakhs

Details of Transactions key Management Personnel2018 2017

Short-term employee benefits 69.65 26.49

Post-employment benefits 5.42 3.31

Other long-term benefits 0.44 5.93

TOTAL 75.51 35.73




` in LakhsDetails of Transactions Associates

2018 2017Reimbursement of Expenses Received

– Piramal Enterprises Limited 300.00 –TOTAL 300.00 –Reimbursement of Expenses Paid

– Piramal Enterprises Limited 41.09 5.14 TOTAL 41.09 5.14 Royalty

– Piramal Enterprises Limited 142.20 –TOTAL 142.20 –Sales

– Piramal Enterprises Limited 2,041.98 –TOTAL 2,041.98 –Outstanding Balance (payable)

– Piramal Enterprises Limited 2,041.32 0.90 TOTAL 2,041.32 0.90

31. Disclosures as required by the Micro, Small and Medium Enterprises Development Act, 2006 are as under:` in Lakhs

Particulars As at March 31, 2018


Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at year end

4.55 –

Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end

1.59 0.52

Principal amounts paid to suppliers registered under the MSMED Act,beyond the appointed day during the year

166.12 8.03

Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year

– –

Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the year

– –

Interest due and payable towards suppliers registered under MSMED Act, for payments already made

1.59 0.52

Further interest remaining due and payable for earlier years 0.52 0.29

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

32. Earning Per Share (EPS) - EPS is calculated by dividing the Profit / (loss) attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per equity share are as stated below:

For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

Profit / (Loss) after tax (` in Lakhs) (2,246.59) 18.98 Weighted Number of Shares (nos.) 25,960,340 25,960,340 Basic/Diluted Earning Per Share (`) (8.65) 0.07 Face value per share (`) 10.00 10.00




33. Income taxes relating to operationsa) Income tax recognised in profit or loss

` in Lakhs Particulars March 31, 2018 March 31, 2017Current taxIn respect of the current year – –In respect of prior years – –Deferred taxIn respect of the current year – –Total income tax expense recognised in the current year – –

b) Income tax recognised in other comprehensive income ` in Lakhs

Particulars March 31, 2018 March 31, 2017Current tax – –

Deferred tax – –

Total income tax recognised in other comprehensive income – –

c) Unrecognised deductible temporary differences, unused tax losses and unused tax credits

Particulars March 31, 2018 March 31, 2017Unrecognised tax losses and unabsorbed depreciation for which no deferred tax assets have been recognised are attributable to the following:

- tax losses (expiring in AY 2026-27) 2,707.62 586.43

- unabsorbed depreciation (indefinite life) 18.48 15.53

TOTAL 2,726.10 601.96

d) The income tax expense for the year can be reconciled to the accounting profit as follows: ` in Lakhs

Particulars March 31, 2018 March 31, 2017Profit / (Loss) before tax (2,246.59) 18.98

Income tax expense calculated at 32.445% – 6.57

Effect of set-off of previous period brought forward business loss – (6.57)

Income tax expense recognised in profit or loss – –

In the absence taxable profits in foreseeable future and convincing evidence to support the future projections the Company has not recognised Deferred Tax Assets.





34. Specified Bank Notes(i) Disclosure relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

(ii) For the previous financial year 2016-17, the disclosure as required on holding as well as dealing in Specified Bank Notes in notification GSR 308 (E) dated March 30, 2017 issued by Ministry of Corporate Affairs is as follows:

SBNs Other denomination

notes

Total

Rupees Rupees Rupees Closing cash in hand as on 08.11.2016 – 569.00 569.00 (+) Permitted receipts – – – (-) Permitted payments – – – (-) Amount deposited in Banks – – – Closing cash in hand as on 30.12.2016 – 569.00 569.00

35. Risk Management

The Company’s activities expose it to market risk, liquidity risk and credit risk. The company has independent and dedicated Enterprise Risk Management (ERM) system to identify, manage and mitigate business risks.

a. Market Risk - Foreign Exchange Risk The Company does not have significant exposure to foreign currency and hence does not hedge its foreign currency exposure.

Particulars of unhedged foreign currency exposures as at the reporting dateAdvances from Customers March 31, 2018 March 31, 2017

– USD in Lakhs – –

– ` in Lakhs – –

Trade Receivables

– USD in Lakhs – –

– ` in Lakhs – 0.11

b. Liquidity Risk Management Liquidity Risk refers to insufficiency of funds to meet the financial obligations. Liquidity Risk Management implies maintenance of sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit lines to meet obligations when due (Refer Note 37)

The Company invests surplus funds in fixed deposits with banks with varying maturities.

The financial liabilities of the company including trade payables and other current liabilities are payable within one year from the balance sheet date.

The financial assets of the company including trade receivables and other current assets are receivable within one year from the balance sheet date.

c. Credit Risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. Refer Note 6 for Trade Receivables credit risk.



36. Fair value of financial assets and financial liabilities All financial assets and liabilities are carried at amortised cost.The management consider that the carrying amounts of financial assets and liabilities recognized in the financial statements approximate their fair value as on March 31, 2018 and March 31 2017.

37. Going Concern

In the current year, the Company entered into the following transactions (after obtaining necessary approvals) on an arms-length basis, with Piramal Enterprises Limited (‘PEL’):

(a) Trademark & Knowhow License Agreement for granting an exclusive license to the Company for using specific Trade Marks of PEL against payment of royalty

(b) Distribution Agreement for appointment of PEL as a Distributor for selling Company’s products bearing specific trademarks under which the Company would be selling the products to PEL for onward distribution for a distribution margin.

Sales and profits of the company during the current year were adversely impacted due to transition into Goods and Services Tax regime.

The Company has accumulated losses of ` 4,338.58 lakhs as at March 31, 2018 which has resulted in negative net worth of ` 1,742.55 lakhs. The Company’s current liabilities exceed its current assets by ` 1,759.57 lakhs as of that date.

The Company’s ability to continue as a going concern notwithstanding the accumulated losses is dependent upon infusion of funds for its operations. The Company is in discussion with banks for loan funding. It expects to gradually reduce its operating costs in future as a result of restructuring of operations.

The promoters have affirmed their continued financial support to the company to enable it to meet its liabilities for a period of 12 months from the date of signing of the financial statements. Notwithstanding the above, subsequent to the year end, the Board of Directors have approved a “Scheme of Amalgamation” (“the Scheme”) which provides for the amalgamation of the company with Piramal Enterprises Limited (Refer Note 38).

The financial statements have been prepared on the basis that the company is a going concern and that no adjustments are required to the carrying values of assets and liabilities.

38. The Board of Directors of the Company, at their meeting held on May 28, 2018, has approved the Scheme of Amalgamation (‘the Scheme’) under Sections 230 to 232 of the Companies Act, 2013 between the Company and Piramal Enterprises Limited (‘PEL’) and their respective shareholders. The Scheme is subject to the approval of the shareholders, creditors, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Ltd., Hon’ble National Company Law Tribunal and other regulatory authorities, as applicable.

The Appointed Date of the Scheme is April 1, 2018 or such other date as may be approved by the Hon’ble National Company Law Tribunal.

On the Scheme coming into effect, 1 fully paid-up equity share of the face value of ̀ 2/- each of PEL shall be issued and allotted as fully paid up to the equity shareholders of the Company as on the Record Date for every 70 fully paid up equity shares of ` 10/- each held by them in the Company.

Signature to note 1 to 38 of financial statements.

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016 Rajesh Laddha N. L. BhatiaChartered Accountants Director DirectorPriyanshu Gundana karthik Muralidharan Maneesh SharmaPartner Chief Financial Officer Company SecretaryMembership No. 109553Mumbai, May 28, 2018 Mumbai, May 28, 2018


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INFORMATION FOR SHAREHOLDERS

Registered Office Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 Tel.: (91 22) 3802 3083 Fax: (91 22) 3802 3084 Email ID: [email protected]

CIN L73100MH2001PLC132523

Listing of Equity Shares BSE Limited on Stock Exchanges (Code - 532979)

National Stock Exchange of India Limited (Symbol - PIRPHYTO)

Share Transfer Agent Link Intime India Private Limited C101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083 Tel.: (91 22) 4918 6000 / 4918 6270 Fax: (91 22) 4918 6060 Email ID: [email protected]

INVESTORS CORRESPONDENCE

Maneesh SharmaCompany Secretary

Piramal Phytocare Limited Piramal Ananta, Agastya Corporate Park,Opp. Fire Brigade, Kamani Junction,LBS Marg, Kurla (West), Mumbai - 400070Tel. : (91 22) 3802 3083Fax : (91 22) 3802 3084Email: [email protected]

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Documents

1k · 3rd August, 2018 BSE Limited 1st Floor, New Trading Wing, Rotunda Bldg, P.J. Towers, Dalal Street, Fort, Mumbai -400 001. National Stock Exchange of India Ltd.,