SUN PHARMA Auditors Report

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sun Pharmaceutical Industries Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, and 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 Standalone Ind AS Financial Statements

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 standalone Ind AS financial statements that 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 (Ind AS) prescribed 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 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

In conducting our audit, we have taken into account the provisions of the Act, 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.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31st March, 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to Note 59(11) to the standalone Ind AS financial statements. As referred to in the said Note: Remuneration to the Managing Director and the Whole-time Director(s) of the Company for the years ended 31st March, 2015, 31st March, 2016 and 31st March, 2017 are higher by Rs.49.6 Million, Rs.29.6 Million and Rs.44.7 Million respectively than the amounts approved by the Central Government of India (Ministry of Corporate Affairs) on applications made by the Company to approve the maximum remuneration as approved by the members of the Company for the three years ended 31st March, 2017, in excess of the limits specified under Schedule V to the Act, in case of inadequacy of profits. The Management of the Company have re-represented to the office of the Ministry of Corporate Affairs for approval of remuneration within the overall limits approved by the members of the Company for the years ended 31st March, 2015 and 31st March, 2016, and for the year ended 31st March, 2017, applications for revision in the remuneration, as approved by the members of the Company, has been made to the Ministry of Corporate Affairs. The responses in respect of the foregoing re-representation / applications for revision are awaited from the Ministry of Corporate Affairs.

Our opinion is not modified in respect of this matter.

Other Matter

The transition date opening balance sheet of the Company as at 1st April, 2015 include the financial information of erstwhile Ranbaxy Laboratories Limited, consequent to its amalgamation into the Company which was effected on 24th March, 2015, with the appointed date of 1st April, 2014 [refer Note 59(4) to the standalone Ind AS financial statements]. The said financial information included in these standalone Ind AS financial statements are based on financial information previously prepared in accordance with the Companies (Accounting Standards) Rules, 2006, audited by the other auditors, and have been restated to comply with Ind AS. Adjustments made to the financial information previously prepared in accordance with the Companies (Accounting Standards) Rules, 2006 to comply with Ind AS have been audited by us.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable 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 Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 40(i) to the standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Notes 25 and 30 to the standalone Ind AS financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except a sum of Rs.13.4 Million, which is held in abeyance due to pending legal cases.

iv. The Company has provided requisite disclosures in Note 56 to the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the Management of the Company, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management of the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the Members of Sun Pharmaceutical Industries Limited)

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed / agreement for sale along with registered power of attorney / consent terms taken on record by the Honorable Bombay City Civil Court at Bombay / share certificate / other documents evidencing title provided to us, we report that, the title deeds, comprising all the immovable properties of freehold land and buildings, are held in the name of the Company as at the balance sheet date, except the following:

Particulars of the freehold land and building	Cost or deemed cost as at 31st March, 2017 (Rs. in Million)	Carrying amount as at 31st March, 2017 (Rs. in Million)	Remarks
Freehold land located in Himachal Pradesh admeasuring 645,150 Square metres	76.3	76.3	The title deeds are in the name of Ranbaxy Laboratories Limited, erstwhile company that was merged with the Company under Sections 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honorable High Courts of Gujarat and of Punjab and Haryana.
Freehold land located in Punjab admeasuring 370,527 Square metres	27.2	27.2
Freehold land located in Haryana admeasuring 64,161 Square metres	109.0	109.0
Freehold land located in Madhya Pradesh admeasuring 91,330 Square metres	5.8	5.8
Freehold land located in Karnataka admeasuring 30,362 Square metres	28.3	28.3
Freehold land located in Punjab admeasuring 8,364 Square metres	2.5	2.5	The title of this land is under dispute in respect of which we have been informed by the Management of the Company that they have filed a Special Leave Petition with the Honorable Supreme Court against the order passed by the Honorable High Court of Punjab and Haryana and the matter is under adjudication.
Freehold land located in Chennai admeasuring 71,747 Square metres and building thereon	11.3	10.2	The titles are in the name of Tamilnadu Dadha Pharmaceuticals Limited / Pradeep Drug Company Limited, erstwhile companies that was merged with the Company under Sections 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honorable High Courts of Gujarat and of Tamilnadu / order of the New Delhi Bench of Board of Industrial and Financial Reconstruction respectively.

In respect of a building where the Company is entitled to the right of occupancy and use and disclosed as fixed assets in the standalone Ind AS financial statements, we report that the agreement / non-convertible preference shares / compulsorily convertible debentures entitling the right of occupancy and use of building, are in the name of the Company as at the balance sheet date.

In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed assets in the standalone Ind AS financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement, except for the following:

Particulars of the leasehold land	Cost or deemed cost as at 31st March, 2017 (Rs. in Million)	Carrying amount as at 31st March, 2017 (Rs. in Million)	Remarks
Located in Maharashtra admeasuring 20,000 Square metres. ‘represents composite consideration for land and building.	* 17.4	16.6	The lease agreements are in the name of Crosslands Research Laboratories Limited which was merged with Ranbaxy Laboratories Limited, erstwhile company that was merged with the Company under Sections 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honorable High Courts of Gujarat and of Punjab and Haryana.
Located in Goa admeasuring 18,450 Square metres	2.7	2.6
Located in Punjab admeasuring 323,866 Square metres	213.2	208.3	The lease agreements are in the name of Ranbaxy Laboratories Limited, erstwhile company that was merged with the Company under Sections 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honorable High Courts of Gujarat and of Punjab and Haryana.
Located in Madhya Pradesh admeasuring 630,552 Square metres	222.4	217.8
Located in Gujarat admeasuring 24,000 Square metres	0.7	0.6	The lease agreement is in the name of Gujarat Lyca Limited, erstwhile company that was merged with the Company under Sections 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honorable High Court of Gujarat.

(ii) As explained to us, the inventories, excluding stocks with some of the third parties, were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification. In respect of inventories lying with third parties, these have substantially been confirmed by them.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (“the Act”):

(a) In our opinion and according to the information given to us, the terms and conditions of the grant of such loan is, in our opinion, prima facie, not prejudicial to the interest of the Company.

(b) In respect of loans granted to a wholly owned subsidiary, where the aggregate amount involved is Rs.4.8 Million (including interest accrued), the repayments or receipts of principal amounts and interest, where due during the year, have been regular as per stipulations and in respect of loans granted to an associate, there is no repayment or receipt of the principal amount of Rs.512.0 Million and the interest thereon of Rs.214.9 Million, which are overdue as per the stipulations.

(c) There is no overdue amount remaining outstanding as at the balance sheet date except in respect of amounts of Rs.512.0 Million and Rs.199.1 Million of principal and interest respectively, aggregating to Rs.711.1 Million, given to an associate, which has been overdue for more than 90 days, where there is no evidence of reasonable steps having been taken for the recovery of the principal outstanding or interest receivable. As represented by the Management of the Company, the Company is evaluating various options to recover its dues in respect of the principal amount and interest.

Refer Note 59(1) to the standalone Ind AS financial statements.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. During the year, the Company has not granted any loans covered under Section 185 of the Act.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder and hence reporting under clause (v) of paragraph 3 of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities, though there have been slight delays in few cases.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value added Tax, Cess and other material statutory dues in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value added Tax which have not been deposited as at 31st March, 2017 on account of disputes, are given below:

Name of Statute	Nature of Dues	Forum where dispute is pending	Period to which the amount relates	Amount involved (Rs. in Million)#	Amount paid / adjusted under protest (Rs. in Million)
Income Tax Act,	Income Tax,	Commissioner (Appeals)	2003-04, 2005-06, 2006-07, 2010-	2,617.2	3,923.6
1961	Interest and Penalty		11 and 2012-13
		Income Tax Appellate	1995-96 and 2007-08 to 2011-12	27,193.9	11,828.5
		Tribunal (ITAT)
Sales Tax Act/	Sales Tax, Interest	Assistant / Additional /	1999-00, 2000-01, 2003-04, 2004-	24.8	2.1
VAT (Various	and Penalty	Senior Joint Commissioner	05, 2013-14 and 2014-15
States)		Appellate Authority	1998-99, 2008-09, 2012-13 to 2014-15	7.2	3.1
		Tribunal	1998-99 to 2003-04, 2008-09 and 2014-15	6.1	2.3
		High Court	1999-00, 2001-02 to 2003-04 and 2005-06 to 2010-11	53.2	6.4
	Entry Tax	Madhya Pradesh Commercial Tax Appellate Board	2009-10	2.5
The Central	Service Tax	Customs, Excise and	2006 to 2015	49.7	6.8
Excise Act,		Service Tax Appellate
1944		Tribunal (CESTAT), Delhi
Customs Act,	Customs Duty,	Commissioner (Appeals)	2014-15	13.8	10.8
1962	Penalty and Interest
		CESTAT	2015-16	118.7	-
The Central	Excise Duty,	Settlement Commission	2000-01	4.2	-
Excise Act,	Interest and
1944	Penalty
		Commissioner	2001-02 to 2015-16	50.2	5.3
		(Appeals)
		Tribunal	2002-03 to 2014-15	1,783.6	449.5
		High Court	2002-03 to 2014-15	70.9	9.7

# Net of amount paid / adjusted under protest

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to us, money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised money by way of initial public offer, further public offer (including debt instruments) during the year.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in excess of the limits and approvals prescribed under Section 197 read with Schedule V to the Act, to the following managerial personnel:

Managerial Position	Excess amount of remuneration paid (Rs. in Million)	Financial year ended	Treatment of the excess remuneration in the respective year standalone financial statements	Steps taken by the Company for securing refund
Managing Director	22.9	31st March, 2015	Charged to the Statement of	We have been informed by the Management
			Profit and Loss	of the Company that they have re-represented to the office of the Ministry of Corporate
	12.3	31st March, 2016	Charged to the Statement of	Affairs for approval of remuneration within
			Profit and Loss	the overall limits approved by the members of
	22.5	31st March, 2017	Charged to the Statement of	the Company for the years ended 31st March,
			Profit and Loss	2015 and 31st March, 2016, and that for the
Whole time	26.7	31st March, 2015	Charged to the Statement of	year ended 31st March, 2017, applications
Director(s)			Profit and Loss	for revision in the remuneration, as approved
	17.3	31st March, 2016	Charged to the Statement of	by the members of the Company, has been
			Profit and Loss	made to the Ministry of Corporate Affairs.
	22.2	31st March, 2017	Charged to the Statement of	The responses in respect of the foregoing re
			Profit and Loss	representation / applications for revision are awaited from the Ministry of Corporate Affairs. Refer Note 59(11) to the standalone Ind AS financial statements.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Sections 177 and 188 of the Act, where applicable, for all transactions with the related parties identified by the Management of the Company, and the details of related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary or associate company or persons connected with them and hence provisions of Section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

RAJESH K. HIRANANDANI

Place: Mumbai Partner

Date: 26th May, 2017 (Membership No. 36920)

We have audited the accompanying standalone financial statements of SUN
PHARMACEUTICAL INDUSTRIES LIMITED ("the Company"), which comprise the
Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss
and the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information.

MANAGEMENT''''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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 standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting 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 financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

AUDITOR''''S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, 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 and the Order under section 143(11) of the Act.

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''''s judgment, including the
assessment of the risks of material misstatement of the 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 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 financial statements.

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

OPINION

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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 31st March, 2016, and its loss and its cash flows for the year ended
on that date.

EMPHASIS OF MATTER

We draw attention to Note 55 to the standalone financial statements. As
referred to in the said Note, remuneration to the Managing Director and
a Whole-time Director of the Company for the previous year ended 31st
March, 2015 is in excess of the limits specified under Schedule V to
the Act by Rs. 20.7 Million. In this regard, we have been informed by
the Management of the Company that they have made further
representations to the Central Government in respect of their
applications for approving the amounts of maximum remuneration for the
three years ending 31st March, 2017, including for the excess amounts
already paid / provided. The response in respect of the foregoing is
awaited from the Central Government.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards prescribed under section 133 of the Act,
as applicable.

e) On the basis of the written representations received from the
directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016
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 over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in "Annexure A". Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''''s internal financial controls over
financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 28(A)(i) to
the standalone financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts ? Refer Notes 6
and 9 to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company except a sum of Rs. 9.8 Million, which are held in abeyance due
to pending legal cases.

2. As required by the Companies (Auditor''''s Report) Order, 2016 ("the
Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in "Annexure B" a statement on the matters specified
in paragraphs 3 and 4 of the Order.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR''''S REPORT

(REFERRED TO IN PARAGRAPH 2 UNDER ''''REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS'''' SECTION OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SUN
PHARMACEUTICAL INDUSTRIES LIMITED)

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

(b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the Management during the year. According
to the information and explanations given to us, no material
discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the
records examined by us and based on the examination of the registered
sale deed / transfer deed / conveyance deed / agreement for sale along
with registered power of attorney / consent terms taken on record by
the Honorable Bombay City Civil Court at Bombay / share certificate /
other documents evidencing title provided to us, we report that, the
title deeds, comprising all the immovable properties of freehold land
and buildings, are held in the name of the Company as at the balance
sheet date, except the following:

Gross / Net
Block as at
Particulars of the freehold
land 31st March,
2016 Remarks
(Rs. in
Million)

Located in Himachal Pradesh
admeasuring 645,150 76.3 The title deeds are in the
name of Ranbaxy
Square meters Laboratories Limited,
erstwhile Company that
Located in Punjab
admeasuring 370,527
Square meters 27.2 was merged with the Company
under Sections 391 to 394 of
the Companies Act, 1956
in terms
Located in Haryana
admeasuring 64,161
Square meters 109.0 of the approval of the
Honorable High Courts of
Located in Madhya
Pradesh admeasuring 91,330 5.8 Gujarat and Punjab and
Haryana.
Square meters

Located in Karnataka
admeasuring 30,362 Square 28.3
meters

Located in Punjab
admeasuring 8,364
Square meters 2.5 The title of this land is
under dispute in respect
of which we have been
informed by the Management
of the Company that they have
filed a Special Leave
Petition with the Honorable
Supreme Court against the
order passed by the Honorable
High Court of Punjab and
Haryana and the matter is
under adjudication.

In respect of a building where the Company is entitled to the right of
occupancy and use and disclosed as fixed assets in the standalone
financial statements, we report that the agreement / non-convertible
preference shares / compulsorily convertible debentures entitling the
right of occupancy and use of building, are in the name of the Company
as at the balance sheet date.

In respect of immovable properties of land and buildings that have been
taken on lease and disclosed as fixed assets in the standalone
financial statements, the lease agreements are in the name of the
Company, where the Company is the lessee in the agreement, except the
following:

Gross
Block
as at Net
Block
as at
Particulars of the
leasehold land 31st
March,
2016 31st
March,
2016 Remarks
(Rs. in
Million) (Rs. in
Million)

Located in Maharashtra
admeasuring * 25.8 17.0
20,000 Square meters. The lease agreements are
in the name of Crosslands
Research Laboratories
Limited
*includes composite
consideration for which was merged with
Ranbaxy Laboratories
land and building. Limited, erstwhile Company
that was merged with the
Company under Sections 391
to 394 of the Companies
Act, 1956 in terms of the
approval of the Honorable
High Courts of
Located in Goa
admeasuring 1,000 3.3 2.6 Gujarat and Punjab and
Haryana.
Square meter

Located in Punjab
admeasuring 239.6 210.8 The lease agreements are
in the name of Ranbaxy
323,866 Square meters Laboratories Limited,
erstwhile Company that was

Located in Madhya
Pradesh 229.0 220.1 merged with the Company
under Sections 391 to
admeasuring 630,552
Square meters 394 of the Companies
Act, 1956 in terms of the
approval of the Honorable
High Courts of Gujarat
and Punjab and Haryana.

Located in Gujarat
admeasuring 1.0 0.6 The lease agreement is
in the name of Gujarat
24,000 Square meters Lyca Limited, erstwhile
Company that was merged
with the Company under
Sections 391 to 394 of the
Companies Act, 1956 in
terms of the approval of
the Honorable High Court
of Gujarat.

(ii) As explained to us, the inventories, excluding stocks with some of
the third parties, were physically verified during the year by the
Management at reasonable intervals and no material discrepancies were
noticed on physical verification. In respect of inventories lying with
third parties, these have substantially been confirmed by them.

(iii) According to the information and explanations given to us, the
Company has not granted loans, secured or unsecured, during the year,
to companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under Section 189 of the Companies
Act, 2013 ("the Act"), and hence reporting under clause (iii)(a) of
paragraph 3 of the Order is not applicable. In respect of loans,
secured or unsecured, granted during earlier years, to companies,
firms, Limited Liability Partnerships or other parties covered in the
register maintained under Section 189 of the Act:

(a) In respect of loans granted to wholly owned subsidiaries, where the
aggregate amount involved is Rs. 4.8 Million (including interest
accrued), the repayments or receipts of principal amounts and interest,
where due during the year, have been regular as per stipulations and in
respect of loans granted to an associate, there is no repayment or
receipt of the principal amount of Rs. 512.0 Million and the interest
thereon of Rs. 151.5 Million, which are overdue as per the
stipulations.

(b) There is no overdue amount remaining outstanding as at the balance
sheet date except in respect of amounts of Rs. 512.0 Million and Rs.
135.8 Million of principal and interest respectively, aggregating to
Rs. 647.8 Million given to an associate, which has been overdue for
more than 90 days, where there is no evidence of reasonable steps
having been taken for the recovery of the principal outstanding or
interest receivable. As represented by the Management of the Company,
the Company is evaluating various options to recover its dues in
respect of principal amount and interest.

Refer Note 45 to the standalone financial statements.

(iv) The Company has not granted any loans, made investments or
provided guarantees or securities during the year covered under Section
185 and 186 of the Act and hence reporting under clause (iv) of
paragraph 3 of the Order is not applicable.

(v) According to the information and explanations given to us, the
Company has not accepted any deposit from the public in accordance with
the provisions of Sections 73 to 76 or any other relevant provisions of
the Act and the rules framed thereunder and hence reporting under
clause (v) of paragraph 3 of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the Central
Government under sub-section (1) of Section 148 of the Act. We have
broadly reviewed the cost records maintained by the Company pursuant to
the Companies (Cost Records and Audit) Rules, 2014, as amended,
prescribed by the Central Government under sub-section (1) of Section
148 of the Act, and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in
respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'''' State Insurance,
Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value
added Tax, Cess and other material statutory dues applicable to it with
the appropriate authorities, though there have been slight delays in
few cases.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'''' State Insurance, Income- tax, Sales Tax, Service Tax,
Customs Duty, Excise Duty, Value added Tax, Cess and other material
statutory dues in arrears as at 31st March, 2016 for a period of more
than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs
Duty, Excise Duty and Value added Tax which have not been deposited as
at 31st March, 2016 on account of disputes, are given below:

Name of Nature of Forum where dispute is pending
Statute Dues

Income Tax Income Tax, Commissioner (Appeals)
Act, 1961 Interest and
Penalty Income Tax Appellate Tribunal (ITAT)

Sales Tax Sales Tax, Assistant / Additional / Senior
Act/ VAT Interest and Joint Commissioner
(Various Penalty Appellate Authority
States)
Tribunal

High Court

Entry Tax Madhya Pradesh Commercial
Tax Appellate Board

The Central Service Tax Customs, Excise and Service
Excise Act, Tax Appellate Tribunal
1944 (CESTAT), Delhi

Customs Custom Duty, High Court
Act, 1962 Penalty and
Interest

The Central Excise Duty, Settlement Commission
Excise Act, Interest and Commissioner (Appeals)
1944 Penalty
Tribunal

High Court

Supreme Court

Name of Statute Amount paid /
Period to which the
amount Amount adjusted under
relates (Rs. in
Million)# protest
(Rs. in Million)

Income Tax
Act, 1961 1998-99 to 2000-01, 3,419.6 2,712.7
2005-06 to 2010-11

1995-96 to 1999-00,
2001-02 3,313.2 5,706.5
to 2004-05, 2007-08,
2009-10 and 2010-11

Sales Tax Act 1999 - 00, 2000-01
and 2002- 2.7 0.6
03 to 2012-13

1998-99, 2008-09,
2012-13 and 2.8 0.4
2013-14

1998-99 to 2003-04 3.0 -

1999-00, 2001-02 to
2003-04 23.5 5.1
and 2005-06 to 2010-11

2009-10 2.5 -

The Central
Excise Act, 1944 2006 to 2011 4.4 -

Customs Act,1962 2000-01 16.1 -

The Central Excise
Act, 1944 2000-01 4.2 -

2001-02 to 2014-15 57.1 4.5

2001-02 to 2014-15 1,364.2 204.6

2001-02 to 2004-05
and 2008- 73.1 3.2
09 to 2013-14

2002-03 to 2003-04 16.9 16.9

(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of loans or
borrowings to financial institutions, banks and government and dues to
debenture holders.

(ix) In our opinion and according to the information and explanations
given to us, money raised by way of the term loans have been applied by
the Company during the year for the purposes for which they were
raised. The Company has not raised money by way of initial public
offer, further public offer (including debt instruments) during the
year.

(x) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company by its officers or employees has been noticed or
reported during the year.

(xi) In our opinion and according to the information and explanations
given to us, the Company has paid / provided managerial remuneration in
excess of the limits and approvals prescribed under Section 197 read
with Schedule V to the Act, to the following managerial personnel:

Excess
amount Treatment of the excess
Managerial of
remuneration remuneration in the
Financial year
ended
Position paid /
provided respective year
standalone
(Rs. In
Million) financial statements

Managing 10.5 31st March, 2015 Charged to the Statement
Director of Profit and Loss

Whole time 10.2 31st March, 2015 Charged to the Statement
Director of Profit and Loss

Managerial Position Steps taken by the Company for securing refund

Managing Director We have been informed by the Management of the
Company that they have made further
Whole time Director representations to the Central Government in
respect of their applications for approving the
amounts of maximum remuneration for the three
years ending 31st March, 2017, including for
the excess amounts already paid / provided.
Refer Note 55 to the standalone financial
statements

(xii) The Company is not a Nidhi Company and hence reporting under
clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations
given to us, the Company is in compliance with Sections 177 and 188 of
the Act, where applicable, for all transactions with the related
parties and the details of related party transactions have been
disclosed in the standalone financial statements as required by the
applicable accounting standards.

(xiv) During the year, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures and hence reporting under clause (xiv) of paragraph 3 of the
Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations
given to us, during the year, the Company has not entered into any
non-cash transactions with its directors or directors of its subsidiary
or associate company or persons connected with them and hence
provisions of Section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm''''s Registration No. 117366W/W-100018)

RAJESH K. HIRANANDANI

Partner

(Membership No. 36920)

Place: Mumbai

Date: 30th May, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SUN
PHARMACEUTICAL INDUSTRIES LIMITED (hereinafter referred to as "the
Company"), which comprise the Balance Sheet as at 31st March, 2015, the
Statement of Profit and Loss, the Cash Flow Statement for the year then
ended, and a summary of the significant accounting policies and other
explanatory information, in which are incorporated the financial
information of erstwhile Ranbaxy Laboratories Limited, now a division
of the Company (hereinafter referred to as "erstwhile Ranbaxy" or
"amalgamating company") for the year ended on that date, consequent to
its amalgamation into the Company which has been effected on 24th
March, 2015, with the appointed date of 1st April, 2014, audited by
other auditors (division / component auditors), referred in the ''Other
Matter'' section below.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (hereinafter referred to
as "the Act") with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting 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 standalone
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, 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.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act read together with our
remarks in paragraph 2 of the ''Emphasis of Matter'' section below. Those
Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the
standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the 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 financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. 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 financial statements.

We believe that the audit evidence we have obtained and the audit
evidence obtained by the other auditors (division / component auditors)
of the amalgamating company in terms of their report referred in the
''Other Matter'' section below is sufficient and appropriate to provide a
basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, and based on the consideration of the report
of the other auditors (division / component auditors) on the financial
information of the amalgamating company referred in the ''Other Matter''
section below, and read together with paragraphs 1 and 2 of the
''Emphasis of Matter'' section below, the aforesaid standalone 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 31st March, 2015, and its loss and its
cash flows for the year ended on that date.

Emphasis of Matter

1. We draw attention to Note 51 to the standalone financial
statements. As referred to in the said Note, the financial statements
of the Company for the year ended 31st March, 2015 were earlier
approved by the Board of Directors at their meeting held on 29th May,
2015 which were subject to revision by the Management of the Company so
as to give effect to the Scheme of Arrangement for amalgamation of Sun
Pharma Global Inc., a wholly owned subsidiary, into the Company w.e.f
1st January, 2015. Those financial statements were audited by us and
our report dated 29th May, 2015, addressed to the Members of the
Company, expressed an unqualified opinion on those financial statements
and included an Emphasis of Matter paragraph drawing attention to the
foregoing matter. Consequent to the Company obtaining the required
approvals, the aforesaid financial statements are revised by the
Company to give effect to the said Scheme of Arrangement.

2. Apart from the foregoing matter and the provision for proposed
dividend, the attached financial statements do not take into account
any events subsequent to the date on which the financial statements
referred to in paragraph 1 above were earlier approved by the Board of
Directors and reported upon by us as aforesaid.

3. a) We draw attention to Note 55 to the standalone financial
statements. As referred to in the said Note, remuneration to the
Managing Director and the Whole-time Directors for the previous year
ended 31st March, 2014 is in excess of the limits specified under
Schedule XIII to the Companies Act, 1956 by Rs. 44.7 Million and
commission of Rs. 6.4 Million for the previous year ended 31st March,
2014 to the Non-Executive Directors is in excess, since there is
absence of net profits for the previous year under section 309(4) read
with section 309(5) of the Companies Act, 1956. In this regard, the
Company has made necessary applications to the Central Government for
the waiver of the excess remuneration and commission for the previous
year ended 31st March, 2014. The Company is awaiting Central Government
approval in respect of the said applications.

b) We draw attention to Note 55 to the standalone financial statements.
As referred to in the said Note, remuneration to the Managing Director
and the Whole-time Director for the year is in excess of the limits
specified under Schedule V to the Companies Act, 2013 by Rs. 20.7
Million. In this regard, the Company has made necessary applications to
the Central Government for approving the amounts of maximum
remuneration payable, which includes the excess amounts already paid /
provided. The Company is awaiting Central Government approval in
respect of the said applications.

Our opinion is not modified in respect of these matters.

Other Matter

The standalone financial statements include the financial information
of erstwhile Ranbaxy consequent to its amalgamation into the Company
which has been effected on 24th March, 2015, with the appointed date of
1st April, 2014 (Refer Note 48 to the standalone financial statements).
We did not audit the financial information of erstwhile Ranbaxy,
included in the standalone financial statements of the Company, whose
financial information reflect total assets of Rs. 88,083.7 Million as
at 31st March, 2015, total revenue of Rs. 55,867.3 Million and net cash
outflow of Rs. 4,674.2 Million for the year ended on that date, as
considered in the standalone financial statements. This financial
information of erstwhile Ranbaxy has been audited by other auditors
(division / component auditors) whose report has been furnished to us
and our opinion, in so far as it relates to the amounts and disclosures
included in respect of erstwhile Ranbaxy and our report in terms of
sub-sections (3) and (11) of Section 143 of the Act, insofar as it
relates to erstwhile Ranbaxy is based solely on the report of such
other auditors (division / component auditors).

Our opinion on the standalone financial statements, and our report on
the Other Legal and Regulatory Requirements below, is not modified in
respect of the above matter with respect to our reliance on the work
done and the report of the other auditors (division / component
auditors).

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order"), issued by the Central Government in terms of Section 143(11)
of the Act, based on our comments and in terms of the comments in the
report of the other auditors (division / component auditors) in respect
of the amalgamating Company referred in the ''Other Matter'' section
above, we give in the Annexure a statement on the matters specified in
paragraphs 3 and 4 of the Order.

2. 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 and the financial information adequate for the purpose of
our audit have been received in respect of the amalgamating company
audited by the other auditors (division / component auditors) referred
in the ''Other Matter'' section above.

(c) The report on the financial information of the amalgamating company
audited by the other auditors (division / component auditors) referred
in the ''Other Matter'' section above has been sent to us and has been
properly dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account and the financial information in respect of the
amalgamating company audited by the other auditors (division /
component auditors) referred in the ''Other Matter'' section above.

(e) In our opinion, and based on the consideration of the report of the
other auditors (division / component auditors) on the financial
information of the amalgamating company referred in the ''Other Matter''
section above, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.

(g) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us and in terms of the report of
the other auditors (division / component auditors) in respect of the
amalgamating company referred in the ''Other Matter'' section above:

i. The standalone financial statements disclose the impact of pending
litigations on the financial position of the company ? Refer Notes
28(a) and 28(c) to the standalone financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts ? Refer Note 6
and Note 10 to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

Our reporting on the Order includes erstwhile Ranbaxy which has been
audited by other auditors (division / component auditors) referred in
the ''Other Matter'' section of our report of even date and our report in
respect of the division (erstwhile Ranbaxy) is based solely on the
report of the other auditors (division / component auditors), to the
extent considered applicable for reporting under the Order in the case
of the standalone financial statements.

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.

(b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion and the opinion of the other auditors (division / component
auditors), is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the Management during the year. According
to the information and explanations given to us and the other auditors
(division / component auditors), no material discrepancies were noticed
on such verification.

(ii) In respect of its inventories:

(a) As explained to us and the other auditors (division / component
auditors), the inventories, except for goods in transit, were
physically verified during the year by the Management at reasonable
intervals.

(b) In our opinion and the opinion of the other auditors (division /
component auditors) and according to the information and explanations
given to us and the other auditors (division / component auditors), the
procedures of physical verification of inventories followed by the
Management were reasonable and adequate in relation to the size of the
Company and the nature of its business.

(c) In our opinion and the opinion of the other auditors (division /
component auditors) and according to the information and explanations
given to us and the other auditors (division / component auditors), the
Company has maintained proper records of its inventories and no
material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us and the
other auditors (division / component auditors), the Company has granted
loans, secured or unsecured, to companies, firms or other parties
covered in the Register maintained under Section 189 of the Companies
Act, 2013 (hereinafter referred to as "the Act"), where:

(a) In respect of loans granted to an associate:

(I) There is no receipt of the principal amount of Rs. 512.0 Million
and the interest thereon of Rs. 88.8 Million.

(II) There is no evidence of reasonable steps having been taken for the
recovery of the principal outstanding or interest receivable. As
represented to us by the Management of the Company, the Company is
evaluating various options to recover its dues in respect of the
principal amount and the interest thereon.

Refer Note 45 to the Financial Statements.

(b) In respect of the other loans:

(I) The receipts of the principal amounts have been regular / as per
stipulations. No interest was due during the year in respect of such
loans.

(II) There is no overdue amount remaining outstanding as at the
year-end.

(iv) In our opinion and the opinion of the other auditors (division /
component auditors) and according to the information and explanations
given to us and the other auditors (division / component auditors),
having regard to the explanations that some of the items purchased are
of a special nature and suitable alternative sources are not readily
available for obtaining comparable quotations and that some of the
items sold are of a special nature where there are no similar
transactions with other parties, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory and fixed assets and the
sale of goods and services. During the course of our and the other
auditors (division / component auditors) audit, we and the other
auditors (division / component auditors) have not observed any
continuing failure to correct major weakness in such internal control
system.

(v) According to the information and explanations given to us and the
other auditors (division / component auditors), the Company has not
accepted any deposit from the public during the year in terms of the
provisions of Sections 73 and 76 or any other relevant provisions of
the Act.

(vi) We and the other auditors (division / component auditors) have
broadly reviewed the cost records maintained by the Company pursuant to
the Companies (Cost Records and Audit) Rules, 2014, as amended and the
Cost Accounting Records (Pharmaceutical Industry) Rules, 2011
prescribed by the Central Government under sub-section (1) of Section
148 of the Act, and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We and the other
auditors (division / component auditors) have, however, not made a
detailed examination of the cost records with a view to determine
whether they are accurate or complete.

(vii) According to the information and explanations given to us and the
other auditors (division / component auditors), in respect of statutory
dues:

(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Value added Tax, Cess and other material statutory dues
applicable to it with the appropriate authorities, though there have
been slight delays in few cases.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value added Tax, Cess and other
material statutory dues in arrears as at 31st March, 2015 for a period
of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and Value added Tax which have not been
deposited as at 31st March, 2015 on account of disputes, are given
below:

Statute Nature of Dues Forum where Dispute is Pending

Income Tax Act, Income Tax,
Interest Commissioner
1961 and Penalty

Income Tax Appellate Tribunal
(ITAT)

Sales Tax Act/ VAT Sales Tax,
Interest Assistant / Deputy /Joint
(Various States) and Penalty Commissioner

Tribunal

Appellate Authority

High Court

Entry Tax Madhya Pradesh Commercial Tax
Appellate Board

Wealth Tax Act, 1957 Wealth Tax Commissioner

Tribunal

The Central Excise Service Tax Customs, Excise and Service Tax
Act, 1944 Appellate Tribunal (CESTAT),
Delhi

Customs Act, 1962 Custom Duty,
Penalty High Court
and Interest

The Central Excise Excise Duty,
Interest Assistant / Deputy / Joint
Act, 1944 and Penalty Commissioner

Tribunal

High Court

Supreme Court

Sales Tax Act Value Added Tax Additional/Assistant/Deputy/
(Various States) Joint/ Senior Joint
Commissioner

Tribunal

High Court



Statute Period to which the Amount
Involved
Amount Relates (Rs. In Million)

Income Tax Act, 1961 1998-99, 2005-06, 2006-07 3,202.4
and 2008-09 to 2010-11

Sales Tax Act/VAT 1995-96, 2007-08 2,912.4
and 2009-10

1998-99 to 2000-01, 2003- 3.1
04, 2004-05 and 2008-09

1999-2000 to 2001-02 1.8

2008-09 1.4

1999-2000, 2001-02 to 2003- 24.0
04 and 2005-06 to 2010-11

2009-10 2.5

Wealth Tax Act, 1957 2010-11 0.1

2007-08 to 2009-10 0.3

The Central Excise
Act, 1944 2006 to 2011 4.4

Customs Act, 1962 2000-01 15.4

The Central Excise
Act, 1944 1995-96 to 1998-99 and 892.0
2000-01 to 2014-15

1999-00 to 2013-14 594.3

1989-90 to 1998-99 and 60.5
2002-03 to 2004-05

Sales Tax Act 1995-96 to 2003-04 21.5

2005-06 to 2008-09 and 17.7
2010-11 to 2012-13

2008-09 1.2

2009-10 and 2010-13 94.0

There were no dues of Cess which have not been deposited as on 31st
March, 2015 on account of disputes.

(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
thereunder within time.

(viii) The Company does not have accumulated losses of the Company at
the end of the financial year, however the Company has incurred cash
losses during the financial year covered by our audit and in the
immediately preceding financial year.

(ix) In our opinion and the opinion of the other auditors (division /
component auditors) and according to the information and explanations
given to us and the other auditors (division / component auditors), the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debenture holders.

(x) In our opinion and the opinion of the other auditors (division /
component auditors) and according to the information and explanations
given to us and the other auditors (division / component auditors), the
terms and conditions of the guarantees given and letters of comfort
issued by the Company for loans taken by others from banks and
financial institutions are not prima facie prejudicial to the interests
of the Company.

(xi) In our opinion and the opinion of the other auditors (division /
component auditors) and according to the information and explanations
given to us and the other auditors (division / component auditors),
except for term loans lying unutilised as at 31st March, 2015, the term
loans have been applied by the Company during the year for the purposes
for which they were obtained.

(xii) To the best of our and the other auditors (division / component
auditors) knowledge and according to the information and explanations
given to us and the other auditors (division / component auditors), no
fraud by the Company and no material fraud on the Company has been
noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)

RAJESH K. HIRANANDANI

Partner

(Membership No. 36920)

Place of Signature: Mumbai

Date: 29th May, 2015 [11th August, 2015 as to effect the matters
discussed under paragraphs 1 and 2 of the ''Emphasis of Matter''
section above]