Directors Report of Orchid Pharma Ltd.

Mar 31, 2025

Your Directors are pleased to present the 32^nd (Thirty Second) ‘Board’s Report’, together with the
Audited Financial Statements of the Company for the Financial Year (“FY”) ended on March 31,
2025.

Financial summary/Performance/State of Company''s affairs

The Highlights of the standalone and consolidated financial Statements of the Company for the FY
2024-25 prepared in accordance with Indian Accounting Standards (“Ind AS”) are given below:

(? in Crores)

	Standalone		Consolidated
Particulars	FY ended	FY ended	FY ended	FY ended
	March 2025	March 2024	March 2025	March 2024
Sales & Operating Income	921.93	819.37	921.93	819.37
Other Income	31.93	30.39	27.47	30.86
Total Expenditure (excluding depreciation and Finance cost)	798.40	708.69	804.75	708.69
Gross Profit/(Loss)	155.46	141.07	144.65	141.53
Interest & Finance Charges	14.54	16.33	14.54	16.35
Gross Profit after Interest but before Depreciation and Taxation	140.92	124.74	130.11	125.18
Depreciation	34.44	33.22	34.54	33.23
Profit/(Loss)before Tax, and extraordinary items	106.48	91.52	95.57	91.95
Exceptional items- [Income/(Expenditure)]	-	-	-	-
Profit/(Loss) Before Tax	106.48	91.52	95.57	91.95
Current & Deferred Tax	-	(3.23)	(0.19)	(3.12)
Profit/(Loss) after Tax- Continuing Operations	106.48	94.75	95.76	95.07
Profit/ Loss of Associates	-	-	3.90	(2.90)
Profit/Loss for the year	106.48	94.75	99.66	92.17
Re-measurement of post¬ employment benefit obligations	(0.70)	(0.45)	(0.70)	(0.45)
Gain/(Loss) on fair valuation of the Investments	(0.05)	0.11	(0.05)	0.11
Comprehensive Profit/Loss for the Year	105.73	94.41	98.91	91.83

repatriate the first novel antibiotic discovered
in India back to its country of origin.

Business segments

Your Company established in 1992, operates
in single business segment viz.,
Cephalosporin pharmaceuticals, in which the
Company drives its major sales through Active
Pharmaceutical Ingredients (APIs). The
Company is an established Export Oriented
Unit (“EOU”) with portfolio of antibiotics, both
Human and Veterinary products. Antibiotics
are life-saving drugs used to fight infections.
Different classes of antibiotics include Beta-
lactam, Macrolide, Fluoroquinolone,
Imidazole etc. Cephalosporins are beta-
lactam antimicrobials used to manage various
infections from gram-positive and gram¬
negative bacteria. The five generations of
cephalosporins are useful against skin
infections, urinary tract infections, lower
respiratory tract infections, sexually
transmitted diseases, surgical prophylaxis,
and other infections like meningitis.

We are pioneer in production of Quality
Cephalosporins especially the sterile
products, along with few veterinary products
and are engaged in manufacturing and export
of all five generations of cephalosporin
products. Amongst antibiotics, the company
has one of the widest ranges of cephalosporin
APIs, spanning all 5 generations catering the
need of various international markets and is
the one out of the only three USFDA approved
facilities in the world, a status reaffirmed with
the successful completion of the USFDA
Inspection in 2025. The Company has a
strong global presence with a wide customer
base.

Your Company is also engaged in
manufacturing and export of general category
finished dosage formulations and anti¬
infective finished dosage formulations through
its formulation facilities. Orchid is the only
Indian Pharmaceutical Company, to ever have
invented a New Chemical Entity (NCE, also
colloquially called New Drug), which is
approved in US and Europe. This product is
called Enmetazobactam (with the brand name
as EXBLIFEP) and has been launched in India
under the brand name ‘Orblicef’. Consequent
to the insolvency of Allecra Therapeutics
GmbH and Allecra Therapeutics SAS, the
original patent holders of Enmetazobactam,
the Company has undertaken significant and
rigorous measures to successfully secure
100% global ownership of the molecule and

Standalone Financials

During the FY 2024-25, your Company
achieved an operating revenue of ?921.93
crores against ?819.37 crores in 2023-24.
The Gross Profit before interest, depreciation
and taxes during the year stood at ?155.46
crores as against ?141.07 crores in 2023-24.
After providing for interest expense,

depreciation, exceptional item, the Profit
before tax of the Company for the FY was
?106.48 Crores against ?94.75 crores in
2023-24. The Comprehensive Profit stood at
?105.73 crores during 2024-25 against

?94.41 crores in 2023-24.

Consolidated Financials

During the FY 2024-25, your Company

achieved an operating revenue of ?921.93
crores as against ?819.37 crores in 2023-24.
The Gross Profit before interest, depreciation
and taxes during the year stood at ?144.65
crores against ?141.53 crores in 2023-24.
After providing for interest expense,

depreciation, exceptional item, the Profit
before tax of the Company for the FY was
?95.57 Crores against ?91.95 crores in 2023¬
24. The Comprehensive Profit stood at
?98.91 crores during 2024-25 against ?91.83
crores in 2023-24.

Earnings Per Share (EPS)

The Standalone Basic EPS for continuing
operations of the Company stood at ?20.99
for the FY ended March 31,2025 as against
?19.59 for the FY ended March 31,2024 and
Diluted also stood at ?20.99 as against
?19.59 in the previous year.

Capex and Liquidity

During the year, the Company has spent ?
31.57 Crores on Plant & Equipment, etc.,
largely towards balancing facilities and
essential sustenance capital items. As on
March 31, 2025, the Company has nil long¬
term secured financial facility.

Material events during the year under
review

I. Scheme of Merger/Amalgamation:

During the year under review, the Scheme of
Arrangement between M/s. Orchid Pharma
Limited (“Transferee” or Amalgamated
Company”) and M/s. Dhanuka Laboratories
Limited (“Transferor” or “Amalgamating
Company”) and their respective shareholders
and creditors (''Scheme'') in compliance with
Sections 230 to 232 and other relevant
provisions of the Companies Act, 2013
(“Companies Act” or “the Act”) as reviewed
and recommended by the Audit Committee
and Committee of Independent Directors was
approved by the Board.

The implementation of the aforesaid Scheme,
which is subject to the approval of
Shareholders and other Statutory authorities
would inter-alia enable both the transferor
and transferee Companies to realize benefit
of greater synergies between their
businesses, achieve wider product offerings
and geographical footprints, consolidate
operations thereby leveraging the capability
of the Amalgamated company, yield
beneficial results and pool financial resources
as well as managerial, technical, distribution
and marketing resources of each other in the
interest of maximizing value to their
Shareholders and the Stakeholders with
centralization of inventory and greater
economies of scale. The Arrangement will
ensure creation of a combined entity under
the Amalgamated Company, as the holding
entity of the cluster, thereby resulting in on-
time supplies, efficiency of management and
maximizing value for the shareholders.

The Company filed the Scheme of
Arrangement between M/s. Orchid Pharma
Limited (“Transferee” or “Amalgamated
Company”) and M/s. Dhanuka Laboratories
Limited (“Transferor” or “Amalgamating
Company”) and their respective shareholders
and creditors (“Scheme”) with the Stock
Exchanges where the securities of the
Company are listed, viz., National Stock
Exchange of India Limited and BSE Limited,
and obtained their in-principle approval in
accordance with the provisions of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, as
amended (“SEBI Listing Regulations”), read

with the applicable Circulars issued
thereunder.

Subsequently, the Company submitted the
First Motion Application before the Hon’ble
National Company Law Tribunal (“NCLT”),
Chennai Bench. The Hon’ble NCLT, vide
order dated April 29, 2025, read with order
dated May 9, 2025, inter alia, issued
directions for convening meetings of the
equity shareholders of the Amalgamated
Company and the unsecured creditors of both
companies, while dispensing with the
requirement of convening meetings of the
equity shareholders of the Amalgamating
Company and the secured creditors of both
companies, in view of their respective
consents to the Scheme already placed on
record before the Hon’ble NCLT. Pursuant to
the said directions, the meetings of the equity
shareholders and unsecured creditors of both
companies were duly convened and
conducted in compliance with the orders of
the Hon’ble NCLT.

Further, the Company has filed the Second
Motion Petition before the Hon’ble NCLT,
Chennai Bench, for consideration and
sanction of the Scheme, and till the date of
this Report, the said petition stands formally
admitted by the Hon’ble NCLT for requisite
proceedings

Future Outlook

With the acquisition of Company by Dhanuka
Group, five years ago and implementation of
the approved Resolution Plan, your Company
is moving in a growth trajectory. The
continuous efforts of Management and entire
staff is playing pivotal role towards rebuilding
the organization and taking it to greater
heights. In terms of financials, the objective of
your Company is to continuously pursue
growth and improve EBITDA margins with
increased capacity and more capabilities of
outreach to newer markets.

With new capacities in sterile and oral
products coming on stream, coupled with
backward integration, your Company is now
strategically positioned to emerge as a global
leader in the Cephalosporin segment. In
addition, the Company is undertaking
significant investments in other key projects,
including the establishment of a vial

lyophilization facility for manufacturing
Cefiderocol Injection under a manufacturing
sub-license agreement, and the construction
of a downstream plant at its existing Alathur
facility. The successful completion and
scaling-up of these projects will serve as
critical credit monitorables.

In a landmark development, the Company
has acquired the assets of Allecra
Therapeutics, thereby securing exclusive
global ownership of Enmetazobactam — the
first novel antibiotic molecule discovered in
India and approved in both the US and
Europe. This acquisition is strategically
significant as it provides the Company with
complete control over the molecule’s global
commercialisation, enabling wider market
reach, stronger intellectual property
positioning, and the creation of new revenue
streams in the global anti-infective segment.

With these strategic initiatives, robust
operational execution, and a strong
innovation pipeline, your Company is well
positioned to accelerate its growth trajectory
and enhance stakeholder value in the years
ahead.

Management Discussion and Analysis
report

A report on the Management Discussion and
Analysis in terms of the provisions of
Regulation 34 read with Schedule V of SEBI
Listing Regulations, forms a part of this
Annual Report and is presented separately.

Corporate Governance Report and
Additional Shareholder''s information

The Company firmly believes in adhering to
Corporate Governance codes to ensure
protection of its investor''s interest as well as
healthy and sustainable growth of the
Company. It upholds and adheres to highest
standards of Corporate Governance and the
requirements set out by the Securities and
Exchange Board of India.

A detailed report on Corporate Governance
including the Certificate issued by Company
Secretary in Practice, for compliance with
conditions of Corporate Governance as
stipulated in Part C of Schedule V of the SEBI

LODR Regulations is given in Annexure I of
this Report including therein a certificate from
a Company Secretary in Practice that none of
the directors on the Board of the Company
have been debarred or disqualified from
being appointed or continuing as directors of
companies by Board / Ministry of Corporate
Affairs or any such statutory authority.

Board and Committees

Meetings of the Board of Directors

During the year under review, five (05)
meetings of the Board of Directors were held,
details of the same are furnished in the
Corporate Governance Report forming part of
this Report. The Board Meetings were held in
accordance with provisions of the Companies
Act, 2013 & the relevant rules made there
under and SEBI Listing Regulations. A
calendar of meetings is prepared and
circulated in advance to the Directors. The
intervening gap between the Meetings was
within the time period prescribed under the
Act and the SEBI Listing Regulations.

Committees of the Board

The Committees play a vital role in the
effective compliance and governance of the
Company in line with their specified and
distinct terms of reference and role and
responsibilities in accordance with the
requirements of the SEBI Listing Regulations,
the Act and other applicable provisions.

Your Board has constituted following
statutory Committees and they function
according to their respective roles and
defined scope:

• Audit Committee

• Nomination and Remuneration
Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility
Committee

Details of composition, terms of reference
and number of meetings held for respective
Committees along with the changes thereof,
if any, are given in the Corporate Governance
Report, which forms integral part of this
Annual Report.

Further, during the year under review, all
recommendations made by the Audit
Committee have been accepted by the Board.
The Chairman or Secretary of the respective
Committees regularly apprised the Board of
the deliberations held and decisions taken by
the Committees.

Adequacy of Internal Financial Control
System

The Internal Financial Controls of the
company encompass the policies, standard
operating procedure manuals,

approval/authorization matrix, circulars/
guidelines, and risk & control matrices
adopted by the company for ensuring the
orderly and efficient conduct of its business &
support functions, adherence to these
policies & procedures, 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
during the process of financial reporting.

The Statutory Auditors of the Company has
shown their satisfaction on the Internal
Financial Controls established by the
Company over Financial Reporting System in
compliance with the Guidance Note on Audit
of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered
Accountants of India.

Regulatory Filings and Approvals

In the generic formulations domain, your
company currently holds 06 ANDAs and in
the API (Active Pharmaceutical Ingredients)
domain, Orchid''s cumulative filings of US
DMF stand at 48. The break-up of the total
filings is 30 in the Cephalosporin Segment
and 18 in NPNC segment. In European
market space the cumulative filings of COS
(Certificate of Suitability) count remained at
15 (15 approved) which pertains to the
cephalosporin segment. In the Japan market,
the cumulative filings of JDMFs count
remained at 8 all in Cephalosporin segment.
01 National filing (ASMF) and approved in
Italy, EU. 01 CADIFA application filed with
ANVISA, Brazil (LATAM).

Intellectual Property Rights

The total number of active patent portfolio
maintained by Orchid in various national and
international patent office’s so far is 24
including Process & New Chemical Entities
(NCE). Out of 24 patents, your Company
have been granted and hold 22 patents, 2
patent applications are published as of April
22,2025.

Dividend & Reserves

In line with the Company’s long-term growth
strategy and with a view to further
strengthening its financial position, the Board
has resolved to retain the profits for the
financial year ended March 31, 2025, and
accordingly has not recommended any
dividend for the year. This decision is aimed
at augmenting internal reserves to support
ongoing expansion projects, enhance
operational capabilities, and create greater
value for stakeholders in the future. Further,
no amount has been transferred to reserves
during the year.

Dividend Distribution Policy

In accordance with Regulation 43A of SEBI
Listing Regulations, as amended, top 1000
listed entities based on market capitalization
are required to formulate a Dividend
Distribution Policy and disclose the same on
the website of the Company and a web link of
the policy be disclosed in the Annual Report.

The Board of Directors of the Company has
adopted a Dividend Distribution Policy, which
aims to ensure fairness, sustainability and
consistency in distributing profits to the
Shareholders. The Policy is available on the
website of the Company i.e.
https://www.orchidpharma.com/downl
oads/Dividend%20Distribution%20po
licy.pdf

Business Responsibility and

Sustainability Reporting (BRSR)

The Company primarily focuses on adoption
of practices for the sustainable growth with
the hand in hand operation to the responsible

behavior towards the environment and
society at large. The Company has provided
Business Responsibility and Sustainability
Report, which indicates the Company’s
performance against the principles of
‘National Guidelines on Responsible
Business Conduct’ and would enable the
Members to have an insight into
environmental, social and governance
initiatives of the Company.

Further, in accordance with the provisions of
Regulation 34 of the SEBI Listing
Regulations, which mandates the inclusion of
Business Responsibility and Sustainability
Report as part of the Annual Report for the
top 1000 listed entities based on market
capitalization, the BRSR Report forms part of
this Annual Report as Annexure II and the
same is available on Company’s website at
http://www.orchidpharma.com/invr Annualre
ports.html.

Employees Stock Option Plan

The Company does not have any active
employee stock option plan or employee
stock option scheme as on March 31,2025.

SUBSIDIARIES, ASSOCIATE AND JOINT
VENTURES

Your Company does not have any Material
subsidiary, however as on the closure of FY
2024-25, the Company has six Subsidiaries,
including two step down Subsidiaries namely;

A. Subsidiaries

i. Bexel Pharmaceuticals Inc., USA

Bexel was incorporated basically to conduct
Research & Development activities in new
drug discovery segment and was non¬
operational during the year under review.

ii. Diakron Pharmaceuticals Inc., USA

Diakron Pharmaceuticals Inc., USA was
engaged in business of cardiovascular drug
development and was non-operational
during the period under review.

iii. Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc., is a wholly
owned Delaware based subsidiary of your
Company and also the holding company in
the United States, under which all the
operational business subsidiaries have been
structured and was non-operational during
the period under review.

iv. Orgenus Pharma Inc., USA

Orgenus Pharma Inc., USA is a Subsidiary of
Orchid Pharmaceuticals, Inc., USA. Thereby,
step down subsidiary of Orchid Pharma
Limited and was non-operational during the
period under review.

v. Orchid Pharma Inc./ Karalex Pharma
LLC, USA

Orchid Pharma Inc./ Karalex Pharma LLC,
USA is a Subsidiary of Orchid
Pharmaceuticals, Inc., USA. Thereby, step
down subsidiary of Orchid Pharma Limited
and was non-operational during the period
under review.

vi. Orchid Bio-Pharma Limited

Orchid Bio-Pharma Limited was incorporated
as an Indian Wholly owned Subsidiary
(“WoS”) of your Company on March 24, 2022.
The main object of the aforesaid WoS is
manufacturing of biotech chemicals,
intermediates and biotechnology products.
The WoS is yet to commence its business
operations and is in the face of setting up its
manufacturing facility at Jammu.

In the matter, IFCI Limited vide its letter
bearing reference

IFCI/CASD/DoP/PLI220715016 approved the
application under the PLI Scheme to Orchid
Bio-Pharma Limited for manufacture of the
product “7 ACA” with a committed capacity of
1000 Metric Tonnes Per Annum and for a total
incentive up to ?600 Crores during the tenure
of the scheme i.e., FY 2023-24 till FY 2028¬
29. The Company is in process of setting up
a facility in Jammu for manufacturing 7ACA
under the PLI Scheme. 7ACA is a critical raw
material for manufacturing cephalosporins
and in-house production of 7ACA under the
PLI scheme will enable us to do backward
integration, achieve a captive source of
supply and better gross margins.

The Company has acquired 19.79 acres of
Industrial Land worth ?18.84 Crores for
manufacturing of 7ACA under the PLI
Scheme.

The Company made an additional Investment
of ?14,99,99,000/- (Rupees Fourteen Crores
Ninety-Nine Lakhs and Ninety-Nine
Thousand Only) in the Equity shares of the
WoS to meet its financial needs for the setting
up of projects, inter-alia, for which the
Company has raised the Funds through QIP
during the year. Further, to meet the
requirements of WoS, an additional funding
under the mode conditional loan/advance
was made during the period under review.

The Company holds complete shareholding
of WoS including the voting rights and 6
shares through Nominee shareholders with 1
each, forming 0.00% of the total capital, as on
date of this Report.

Policy for determining material
subsidiaries

Your Company has framed a Policy for
determining material subsidiaries in
compliance with Regulation 16(1)(c) of the
Listing Regulations in order to determine the
material subsidiaries of the Company and the
same is available at the website of the
Company and the web link for the same is
https://www.orchidpharma.com/downloads/Po
licy%20for%20Material%20Subsidiaries v-

2.0. pdf

B. Associate Company

Your Company had initially subscribed to
26% of paid up equity share capital of M/s.
OrBion Pharmaceuticals Private Limited
(“OrBion”) by virtue of which OrBion had
become an Associate of the Company.

The total shares subscribed by your
Company in OrBion as on March 31,2025 is

4.55.00. 000 equity shares of ?10/- each
constituting 26% of paid up equity share
capital of M/s OrBion Pharmaceuticals
Private Limited.

The Consolidated Financial Statement of the
Company were prepared inter-alia including
the financials of OrBion and the percentage
share of profit of your company in the

associates for the year 2024-25 is ? 3.90
crores as against the loss of (?2.90) during
the year 2023-24.

C. Joint Ventures

As on March 31,2025, the Company does not
have any Joint Venture.

Highlights of the performance of
subsidiaries and their contribution to the
overall performance of the Company
during the period under report

During the period under review, the
subsidiaries including step down subsidiaries
have NIL Revenue from operation and
therefore have no contribution in consolidated
sales of the Company.

The Board of Directors of the Company at its
meeting held on May 22, 2021, had approved
the closure/divestment of all existing foreign
subsidiaries including step down subsidiaries
due to inoperative/lack of revenue and/or high
expenses.

Orchid Pharmaceuticals SA (Proprietary)
Limited, a Wholly owned subsidiary of the
Company stands deregistered vide Certificate
dated January 31, 2024 issued by

“Companies and Intellectual Property
Commission”, Pretoria South Africa.
Additionally, Orchid Europe Limited, United
Kingdom has been dissolved on September
27,2022.

Further adequate Steps are being taken to
close/divest remaining foreign subsidiaries
(including step down subsidiaries) of the
Company.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies
Act, 2013, the Consolidated Financial
Statements presented by the Company
include the financial statements of its
subsidiaries and associates, as applicable.
Further, a statement containing the salient
features of the financial statements of the
subsidiaries of the Company in the prescribed
form AOC-1 is given in Annexure-III & forms
part of this Annual Report. This statement

also provides the details of the performance
and financial position of each subsidiary in
accordance with Section 136 of the
Companies Act, 2013.

Directors and Key Managerial Personnel

As at 31^st March 2025, the Board of the
Company has total Eight Directors comprising
of two directors in the category of Key
Managerial Personnel (“KMP”), being the
Managing Director and Whole-Time Director,
two Non-Executive Non-Independent
Directors and four Independent Directors
(including Two Woman Independent
Directors).

Following changes occurred in the
directorships / key managerial positions
(KMP) of the Company during the FY 2024-
or-

#	Name of Director/Key managerial Personnel	Particulars of Change (Appointment / Resignation/Ot hers)	Effec tive Date of chan ge
1	Mr. Mudit Tondon	Resigned from the position of Non- Executive Independent Director.	April 12, 2024
2	Ms. Shubha Singh	Appointed as Non-Executive Independent Director.	May 23, 2024
3	Mr. Manish Dhanuka	Re-appointed as Managing Director with the subsequent approval from the Shareholders of the Company	Febru ary 28, 2025
4	Mr. Mridul Dhanuka	Re-appointed as Whole-Time Director with the subsequent approval from the Shareholders of the Company	Febru ary 28, 2025

In terms of Section 203 of the Act, following
are the KMPs of the Company as on March
31,2025:

1. Mr. Manish Dhanuka, Managing Director

2. Mr. Mridul Dhanuka, Whole Time Director

3. Mr. Sunil Kumar Gupta, Chief Financial
Officer

4. Mr. Kapil Dayya, Company Secretary

Declaration of Independence by the
Independent Director and Board opinion

All Independent Directors (IDs) have given a
declaration that they meet the criteria of
independence as laid down under Section
149(6) of the Act and Regulation 16 of SEBI
Listing Regulations. All the IDs of the
Company have registered their names with
the data bank of IDs maintained by the Indian
Institute of Corporate Affairs (IICA). Further,
in terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent
Directors have confirmed that they are not
aware of any circumstances or situations
which exist or may be anticipated, that could
impair or impact their ability to discharge their
duties. Further, in the opinion of the Board,
IDs qualify the criteria of Independence as
mentioned in the Act and SEBI Listing
Regulations.

The Board opines that all IDs of the Company
strictly adhere to corporate integrity,
possesses requisite expertise, experience
and qualifications to discharge the assigned
duties and responsibilities as mandated by
the Companies Act, 2013 and SEBI Listing
Regulations diligently.

Further, in the opinion of the Board, the
Independent Directors fulfill the conditions
specified in these regulations and are
independent of the management.

Director(s) retiring by rotation at the
ensuing Annual General Meeting and
whether or not they offer themselves for
re-appointment

In accordance with the provisions of the
Companies Act, 2013 and the Articles of
Association of the Company, Mr. Arjun
Dhanuka (DIN: 00454689), retires at the
ensuing Annual General Meeting (AGM), and
being eligible, offers himself for re¬
appointment under the category of Director

retiring by rotation. The Board considering his
vast experience, knowledge, expertise,
performance, enriched guidance role,
recommends the re-appointment of Mr. Arjun
Dhanuka as Non-Excecutive Non¬
Independent Director on the Board of the
Company.

A resolution seeking shareholders’ approval
for his re-appointment along with brief profile
and other required details forms part of the
Notice to the ensuing Annual General
Meeting.

During the year under review, the Non¬
Executive Directors of the Company had no
pecuniary relationship or transactions with the
Company, other than sitting fees and
reimbursement of expenses, if any.

Annual Return

In accordance with Section 92(3) and section
134 of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and
Administration) Rules, 2014, every company
shall place a copy of the annual return on the
website of the Company, if any, and the web-
link of such annual return shall be disclosed
in the Board''s report. A copy of the Annual
return of the Company is available on the
website of the Company on
https://www.orchidpharma.com/invr corporat
egovernance.html under the “Investors”
section.

Nomination & Remuneration Policy (NRC
Policy)

The Company has formulated a Nomination
and Remuneration Policy (“NRC Policy”) in
compliance with the provisions of Section 178
of the Companies Act, 2013, read with the
applicable rules, and Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as
amended. The primary objective of the NRC
Policy is to ensure a transparent, merit-
based, and structured process for the
selection, appointment, and re-appointment
of Directors, Senior Management Personnel,
and Key Managerial Personnel.

The NRC Policy sets out the criteria for
appointment to the Board and empowers the
Nomination and Remuneration Committee
(“NRC”) to identify and recommend suitable
candidates. In evaluating the suitability of a
person for appointment or continuation as a
Director, the NRC considers, inter alia, Board
diversity, eligibility, qualifications, skills,
expertise, track record, industry knowledge,
professional ethics, integrity, values, and
other “fit and proper” criteria.

Based on the NRC’s recommendations, the
Board evaluates and finalises the selection of
the appropriate candidate. In the case of re¬
appointment, the NRC, taking into account
the performance evaluation scores of the
concerned Director, recommends to the
Board whether to extend or continue the term
of appointment.

Additionally, the NRC recommends to the
Board the remuneration payable, in whatever
form, to Senior Management Personnel. It is
further affirmed that the remuneration of the
Directors, Key Managerial Personnel, and
Senior Management Personnel is determined
in line with the parameters and principles laid
down in the Company’s NRC Policy.

The Policy is available on the website of the
Company and the web-link for the same is
https://www.orchidpharma.com/downloa
ds/Nomination%20and%20Remuneratio
n%20Policy.pdf

Appointment and Remuneration of Non¬
Executive Directors

Non-Executive Directors are entitled to
receive sitting fees for attending the meetings
of the Board or Committees thereof, as
approved by the Board and within the overall
limits prescribed under the Companies Act,
2013 and rules thereunder.

The Criteria for determining independence of
a director are based on the academic
accomplishments, qualifications, expertise
and experience in the respective fields,
diversity of the Board, global exposure,
professional network, technical expertise,
functional domain expertise, independence
and innovation.

Related Party Transaction(s) and Policy

The Related Party Transactions entered into
by the Company during the year under review
were on arm’s length basis and in the ordinary
course of business. Further, all the
transactions entered with Related Party/s
during the FY were in accordance with the
Related Party Transactions Policy of the
Company and in pursuance of approval
granted by the Audit Committee.

Further, pursuant to Regulation 23(3) of the
Listing Regulations and Rule 6A of the
Companies (Meetings of Board and its
Powers) Rules, 2014, the Audit Committee
granted omnibus approval to the transactions
likely to be entered into by the Company with
related parties during the year which are of
repetitive nature. Members may refer to Note
No. 50 to the Financial Statement which sets
out transactions with Related Parties
disclosures pursuant to IND AS-24.

Your Company has framed a Related Party
Transaction Policy in compliance with Section
188 of the Companies Act, 2013 and
Regulation 23 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015,
in order to ensure proper reporting and
approval of transactions with related parties.
All Related Party Transactions are placed
before the Audit Committee for approval as
per the Related Party Transactions Policy of
the Company. The Policy is available on the
website of the Company and the web-link for
the same is

https://www.orchidpharma.com/downloa
ds/Policy%20on%20RPT%20and%20M
aterial%20RPT.pdf

Furthermore, in accordance with the

provisions of Section 134(3) of the Act read
with Companies (Accounts) Rules, 2014, the
details of ''material'' contracts or arrangements
or transactions and in form AOC-2 is given in
Annexure IV to this Annual Report.

Corporate Social Responsibility (CSR)

As per Audited Annual Financial Statements
of the Company for the FY ended March 31,
2025, the Company meets the thresholds as
prescribed under Section 135 (1) of the
Companies Act, 2013.

The Company has a Corporate Social
Responsibility Committee (“CSR Committee”)
comprising of three (3) members, as detailed
in the Corporate Governance Report forming
part of this Annual Report. The Company has
adequately framed the CSR Policy to adhere
with the CSR obligations of the Company and
the Policy is hosted on website of the
Company at

https://www.orchidpharma.com/downloa
ds/Orchid%20CSR%20Policy-
approved.pdf

In terms of the provisions of the Companies
Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the
Annual Report on CSR activities for the FY
2024-25, inter-alia including detailed
information on CSR Policy, its salient
features, CSR obligations of the Company,
details pertaining to spent and unspent
amount, is annexed as Annexure- V to this
Annual Report.

Material changes and commitment, if any,
affecting financial position of the
Company from the end of FY and till the
date of this Report

Between the close of the financial year ended
March 31,2025, and the date of this Report,
the Company has undertaken several
strategic and favourable initiatives expected
to strengthen its financial and operational
position:

• Acquired a Wholly Owned Subsidiary in
Germany with a capital contribution of
EUR 25,000 to enhance the Company’s
European footprint.

• Acquired assets of Allecra Therapeutics
GmbH (Germany) and Allecra
Therapeutics SAS (France), expanding
the Company’s presence in the global
antibiotics market.

• Successfully settled a lease dues matter
with DBS Bank before the Hon’ble NCLT,
culminating in a disposal order in the
Company’s favour.

• Executed a loan agreement to avail
approximately ?142 crore for the
Cefiderocol project, supporting the
Company’s future growth in the antibiotic
segment.

These developments are expected to have a
positive impact on the Company’s business
prospects and long-term value creation.

Conservation of Energy

Your Company has always been striving in
the field of energy conservation. The
management has been highly conscious of
the importance of conservation of energy at
all operational levels and efforts are made in
this direction on a continuous basis. With the
available limited resources, certain measures
to conserve energy and to reduce associated
costs were taken in a small way during the FY
under review. The particulars in respect to
conservation of energy as required under
Section 134(3)(m) of the Companies Act,
2013, are given in Annexure VI to this report.

Technology Absorption

The particulars in respect of R&D/Technology
absorption as required under Section
134(3)(m) of the Companies Act, 2013, are
given in Annexure VII to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign
Exchange Earnings and Outgo as required
under Section 134(3)(m) of the Companies
Act, 2013 are given in Annexure VIII to this
report.

Risk Management

In a dynamic business environment, risks are
inevitable; however, their effective
management can transform them into
opportunities. At the Company, risk
management is embedded into decision¬
making at every level, enabling us to
safeguard our operations while pursuing
sustainable growth.

We continuously identify, assess, and
address potential risks—operational,
financial, regulatory, environmental, and
strategic—through a structured process
aimed at minimising adverse impacts and
capitalising on emerging opportunities. The

Company’s risk management framework,
detailed in the Management Discussion and
Analysis, ensures proactive mitigation rather
than reactive response.

The Risk Management Committee,
constituted by the Board of Directors, plays a
pivotal role in steering this process. It
oversees the identification, evaluation, and
monitoring of risks, reviews the effectiveness
of mitigation measures, and recommends
enhancements to the risk management plan
in alignment with evolving business realities.
The Committee’s functioning fully complies
with the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, and other
applicable norms.

Through robust governance, timely
monitoring, and adaptive strategies, the
Company views risk management not just as
a safeguard, but as a strategic enabler of
resilience, competitiveness, and long-term
value creation for stakeholders.

Your Company has framed a Risk
Management Policy to ensure that the
company has proper and continuous risk
identification and management process in
place to manage the risks associated with its
activities. The Policy is available on the
website of the Company and the web-link for
the same is

https://www.orchidpharma.com/downloads/Ri
sk%20Management%20Policy.pdf

Annual Evaluation of Board, its
Committees and Individual Directors

In terms of provisions of the Companies Act,
2013 and Regulation 17(10) read with
Regulation 25(4) of SEBI Listing Regulations,
the Board is required to conduct an annual
performance evaluation of its own
performance, the performance of the
Directors individually as well as the evaluation
of the working of its Committees through
questionnaires designed with qualitative
parameters and feedback based on ratings.

In view of the above, the Board carried out an
annual performance evaluation of its own
performance, the Directors individually, the
Chairman of the Board and its Committees as
per the evaluation framework adopted by the

Board on the recommendation of the
Nomination and Remuneration Committee.
The performance evaluation has been done
by the entire Board of Directors, excluding the
Director being evaluated. Various evaluation
techniques are used to assess the
performance of the Directors. The Directors
have participated in this evaluation process.
The Independent Directors in their separate
meeting have also evaluated the performance
of the Chairman of the Company, Non¬
Independent Directors and the Board as a
whole. Separate questionnaires were used to
evaluate the performance of individual
Directors on parameters such as their
participation and contribution, objective
judgment etc. The Chairman was also
evaluated based on the key aspects of his
role.

The summary to the annual performance
evaluation has been included in the
Corporate Governance Report forming
integral part of this Annual Report containing
the skills/expertise/competencies of the
Individual Directors of the Company.

Change in the Nature of Business

There is no change in the nature of business
carried on by your company during the FY
ended March 31,2025.

Change of Registered Office Address of
the Company

During the FY ended March 31,2025, there is
no change in the registered office of the
Company.

Details regarding deposits, covered under
Chapter V of the Act

During the FY 2024-25, your company did not
accept any deposits nor had any outstanding
deposits within the meaning of Section 73 of
the Companies Act, 2013 read with the
Companies (Acceptance of Deposits), Rules
2014 and as such no amount of principal or
interest was outstanding as of the balance
sheet date.

Significant and Material Orders Passed by
the Regulators or Courts or Tribunals
impacting the Going Concern status of the
Company

During the financial year under review, and up
to the date of this Report, there have been no
significant or material orders passed by any
regulators, statutory authorities, courts, or
tribunals which have adversely affected or are
likely to adversely affect the Company’s going
concern status, its business operations, or
future financial performance

Vigil Mechanism/Whistle Blower Policy

Your Company has established a vigil
mechanism under Section 177(9) of the Act
and Regulation 22 of SEBI Listing Regulation
which enables the Directors & the Employees
report genuine concerns. The Company
encourages its employees who have
concerns about unethical practices, fraud and
mismanagement, actual or suspected fraud
or violation of the Company''s code of conduct
or ethics policy and any leak/suspected leak
of Unpublished Price Sensitive Information or
gross misconduct by the employees of the
Company, if any, that can lead to financial
loss or reputational risk to the organization, to
come forward and express their concerns
without fear of punishment or unfair
treatment.

The mechanism allows direct access to
Chairperson of the Audit Committee and also
Managing Director in exceptional cases and
provides safeguard against the victimization
of whistle blowers. The Company has Whistle
Blower Policy for the same and is available on
the website of the Company, which can be
accessed from the web link
https://www.orchidpharma.com/downloa
ds/Policy%20on%20%20Whistle%20Blo
wer.pdf

During the year under review, no complaint
pertaining to the Company was received
under the Whistle Blower mechanism.

The details on the same are covered in the
Corporate Governance Report, which forms
part of this Annual Report.

Code of Conduct on Prevention of Insider
Trading

Pursuant to SEBI (Prohibition of Insider
Trading) Regulation 2015, as amended, the
Company has adopted a Code of Prevention
of Insider Trading with a view to regulate
trading in securities by the Directors and the
Designated Persons of the Company. The
Code requires pre-clearance for dealing in the
Company''s shares prior to breach of trading
limits mentioned therein and prohibits the
purchase or sale of Company shares by the
Directors and the Designated Persons while
in possession of unpublished price sensitive
information in relation to the Company or
during the period when the Trading Window
is closed. All the Board Members and the
Senior Management Personnel of the
Company have affirmed compliance with the
Code of Conduct as on March 31,2025.

Copy of the Code is also available on the
website of the Company at
https://www.orchidpharma.com/downloads/co
deofconduct/Code%20of%20Conduct%20on%
20Prevention%20of%20Insider%20Trading.pdf

Disclosure under the sexual harassment
of women at work place (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place Prevention of
Sexual Harassment at Workplace Policy in
line with the requirements of The Sexual
Harassment of Women at the Work Place
(Prevention, Prohibition and Redressal) Act,
2013 and rules made thereunder. An Internal
Complaints Committee (ICC) is in place as
per the requirements of the said Act to
redress complaints received regarding sexual
harassment.

All employees (permanent, contractual,
temporary, trainees) are covered under this
policy. No case has been reported during the
year under review.

• Number of complaints of sexual
harassment received in the Financial
Year 2024-25 : NIL

• Number of complaints disposed off during
the Financial Year 2024-25 : NIL

• Number of cases pending for more than
90 days : NIL

Disclosure under the Maternity Benefit
Act, 1961

The Company also remains committed to
promoting and supporting the overall
wellness of its colleagues by offering robust
and differentiated benefits. During the year
under review your Company has duly
complied with the applicable provisions of the
Maternity Benefit Act, 1961.

Our Company complied with the applicable
provisions of the Maternity Benefit Act, 1961

Environment

Environment management is the prime
concern of Orchid Pharma Limited. Orchid
has employed a state-of-the-art technology,
zero liquid discharge (ZLD) treatment plant
and world class treatment facilities for its
liquid and gaseous pollutants generated from
the production processes. The zero discharge
of liquid effluent comprises of Membrane Bio
Reactor, Reverse Osmosis, Disc RO system,
Thermal Evaporation & Agitated thin film
dryers (ATFDs) to treat the entire effluent and
recycle back into the system.

Waste Water Treatment

Low TDS effluent is collected, equalized and
neutralized into neutral pH and treated
aerobically by Membrane Bio Reactor
process comprising of aeropac equipped with
Original Hydrodynamic Aerators, ABS mixers
& Ultrafiltration System loaded with ceramic
membrane. The permeate from ultrafiltration
passes through reverse osmosis plant to
separate inorganic salts. The reject from the
reverse osmosis plant is further treated in disc
RO plant. The reject from the Disc RO plant
is mixed with high total dissolved solids
effluent for further treatment. The permeate of
reverse osmosis and Disc RO plant are
utilized in the cooling towers as make up
water. The excess bio mass from the aerobic
system is centrifuged stored in protected
storage sheds and disposed to Government
authorized Coprocessor/Preprocessor to use
as an alternate fuel in the Cement Kiln as per
hazardous waste authorization.

High TDS effluent is collected and neutralized
into neutral PH. This effluent is sent to
Mechanical Evaporators (Single stage and
three stage) to concentrate the salts to the
level of 35%. Heat energy is recovered during
the process of evaporating the effluent and
the recovered heat energy is utilized to
reduce the energy consumption. The
concentrate from the evaporators are sent to
Agitated Thin Film Dryers (ATFD) where it
gets dried and the dried salt is collected at the
bottom of ATFD. The collected salt is stored
in protected storage sheds and disposed to
Government authorized

Coprocessor/Preprocessor to use as an
alternate fuel in the Cement Kiln as per
hazardous waste authorization.

Waste Air Treatment

The major emissions from the unit is from the
boiler, power plant, production process and
powder processing area.

Process Scrubbers

Orchid installed process scrubbers in all
production blocks to treat the waste air
generated from process reactors.

Primary and Secondary condensers
followed by Activated charcoal adsorption
column arrangements

Orchid installed Primary and Secondary
condensers followed by Activated charcoal
adsorption column arrangements for fugitive
emissions from the storage tanks of solvents
and secondary condensers of solvent
recovery area to control the fugitive
emissions.

Reverse Jet Venturi Filter

Orchid installed reverse jet venturi filter to
control the dust emission during the powder
processing of bulk drugs.

Adequate Stack Height

Adequate stack heights are provided for
Steam Boiler and Power Plant for better
dispersion.

Electro Static Precipitator (ESP)

ESP is provided at the boiler emission to
control the particulate matter.

Ambient Air Quality and Stack Emission
Monitoring

Ambient air quality and stack emission
monitoring is being carried out round the
clock to check the emission level in the
atmosphere.

Hazardous waste Management

Hazardous wastes are collected and stored in
protected storage shed and disposed to
Government authorized

Coprocessor/Preprocessor to use as an
alternate fuel in the Cement Kiln as per
hazardous waste authorization.

World Environment Day Celebration

World Environment Day was celebrated on 5^th
June, 2025 by planting trees with in our
factory premises to create awareness on
environment among employees.

Safety

Orchid engaged DuPont, a globally
recognized safety pioneer in the chemical
industry, to improve its organizational safety
culture. As a result of this collaboration, the
level of safety awareness and understanding
has increased significantly, aligning with
international standards. Now, 20 years into
this journey, the safety enhancement is being
effectively maintained.

Orchid is highly committed to Safety, Health
and Environment aspects. There is no
compromise on critical needs of safety. This
has been possible because of committed Line
Management, dedicated Safety Professionals
and relentless Leadership direction. Central
Safety Committee (CSC), the apex committee
of the organization have ensured that risks
have been contained to keep us free from any
major incident. Orchid strongly believes that
human behavior plays key role in safety
management. To reinforce that Safety

observation & Audit (SOA) - Lead indicator,
become key focus area always in our Central
Safety Committee meetings. CSC continues
to meet every month review critical concerns
on Safety and also provides directions to
minimize the risks at all levels.

Orchid welcomes and treats the contractors
as partners of our business. We look forward
for safe execution of the assignment and for
long-term association with every contractor.
Orchid committed to protect the health and
safety of employees, contractors/contract
workers, visitors and community and it forms
an important part of our SHE policy.

With regard to the compliance of the relevant
statutory requirements, we practice the safety
instructions for contractors and their workmen
in order to maintain the desired standard of
safety at work.

Process Safety is of paramount importance
for any Chemical and Pharmaceutical
organization, therefore, we have built a strong
Process safety culture at Orchid over the
years. The company also realized the need of
effective safety communication in culture
building activity / exercise. This is backed up
by periodical safety talks, Safety Posters and
Interactive discussions. Safety-related
initiatives, Awareness campaigns were
conducted to promote a “zero incidents”
mindset among employees and contract
employees. These efforts resulted in
behavioral change, making FY 2024-25 a
zero-reportable-incidents year. By applying
risk assessment like Hazop study, Pre startup
safety review, Job safety Analysis,
technologies at work on chemicals and
process, we ensured that highest workplace
safety standards were implemented across
the manufacturing value chain.

Orchid also believes continuous learning is
the critical element in Safety Management.
Hence, various training programs have been
conducted in the year 2024-25 to reinforce
the safe behavior and also to enhance the
necessary skills to perform the job safely. We
organized training for our employees and
contract employees covering Chemical
safety-SDS, Work Permit System, Fire
prevention & mitigation, Emergency
preparedness, First aid and Process Safety
Management. As a part of our commitment to
enhance employee and contract employees

awareness on EHS-related matters, several
awareness campaigns and safety exhibitions
were held around National Safety Week, Fire
Services Week, World Health Day. The
company exhibits safety modules at state
level exhibition conducted by Tamil Nadu
Government.

Orchid put together a strong value system,
which incorporated social responsibility and
community development activities as part of
the overall business strategy. The key thrust
areas that the Orchid Trust works on are
Education, Health, Self-employment,
Capacity building, Community Asset
Development and Youth development. Also
conducting safety awareness program to the
nearby community and educational sectors
as a part of Corporate Social Responsibility.

Emergency response planning are critical
component of our EHS management system.
We have a well-trained emergency response
team (ERT) and advanced fire protection
systems to respond quickly to emergencies.
During the year, several EHS training
workshops were held to augment the ERT’s
efficiency to ensure swift response during any
emergency.

Particulars of Employees and
Remuneration

The Information as required pursuant to
Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are
given in Annexure IX to this Annual Report.

Remuneration paid to Executive Directors

During the year under review, remuneration
received by Mr. Manish Dhanuka, Managing
Director and Mr. Mridul Dhanuka, Whole time
Director of your Company for the FY ended
March 31,2025 and the details for the same
is given in the Corporate Governance Report
forming part of this Annual Report.

Further, in accordance with the provisions of
Section 197 of the Act and Regulation 17 of
SEBI Listing Regulations, the Company had
sought the approval of members via. Special
Resolution in the Annual General Meeting of

the Company held on August 21, 2024, for
remuneration paid to the Managing Director
and Whole Time Director during the FY 2024¬
25 and the same was within the permissible
limits specified in the Companies Act.

Particulars of Loans, Guarantees or
investments under Section 186 of the
Companies Act, 2013

Particulars of Loans, Guarantees or

investments as required under Section 186 of
the Companies Act, 2013 are provided in the
Note no. 6, 7 & 16 to Standalone financial
statements for the FY 2024-25, which forms
part of this Annual Report.

Listing on Stock Exchanges

The equity shares of your Company are listed
on National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE). The annual
listing fees for the year 2025-26 have been
paid to both the Stock Exchanges. Also, the
Company has duly paid the Depository Fees
to National Securities and Depositories
Limited (“NSDL”) and Central Depository
Services Limited (“CDSL”).

Transfer of Shares to the Investor
Education and Protection Fund (IEPF)

In accordance with the applicable provisions
of the Companies Act, 2013, read with the
Companies Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”),
all the Unpaid or Unclaimed dividends
including the Shares on which dividend has
not claimed are required to be transferred by
the Company to the IEPF Authority after the
completion of seven years. During the period
under review the Company was not required
and had not transferred any amount or shares
to the IEPF Authority and the details pertaining
to the same are disclosed in the Corporate
Governance Report annexed to this Annual
Report.

Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the
year along with their status as at the end
of the Financial Year

There was no application filed or pending
under the Insolvency and Bankruptcy Code,
2016 against the company during the year.

Auditors

Statutory Auditors

In terms of the provisions of Section 139 of
the Companies Act, 2013, M/s. Singhi & Co.,
Chartered Accountants,(Firm Registration
No. 004915S), were appointed as Company’s
Statutory Auditors pursuant to a resolution
passed by the Shareholders at the AGM held
on July 15, 2022 for a period of five years,
from FY Year 2022-23 to 2026-27. The
financial statements (Standalone and
Consolidated) for FY 2024-25 have been
audited by M/s. Singhi & Co., Chartered
Accountants.

Statutory Auditors'' Report

The Auditors have audited the standalone
and consolidated financial statements of the
Company for the FY ended March 31, 2025
and have issued an un-qualified Auditors
Report on Standalone Financial Statement.
However, Auditor Report on Consolidated
Financial Statement contains qualified
opinion. The detailed report of the Statutory
Auditor forms part of this Report and Annual
Accounts 2024-25. The information w.r.t the
qualified opinion of the Statutory Auditors on
the Consolidated Financial Statement and
Management response thereon is included in
the Statement of Impact of Audit Qualification
annexed to the Corporate Governance
Report, which forms part of this Annual
Report.

Secretarial Auditor

Pursuant to Section 204 of the Companies
Act, 2013 and the Companies (Appointment
& Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors appointed
M/s. S. Dhanapal & Associates LLP
(Practicing Company Secretaries) to conduct
the Secretarial audit of your Company for the
FY 2024-25. The Secretarial Audit Report in
form MR-3 is forming part of this Annual
Report as Annexure X.

Further, in terms of Regulation 24A of the
SEBI Listing Regulations, the Material
Unlisted Subsidiary of the Company, if any,
shall also submit Secretarial Audit Report to
the Holding Company. However, there is no
material unlisted subsidiary incorporated in
India.

Further, basis the recommendation of the
Audit Committee, the Board has proposed to
re-appoint M/s. S Dhanapal & Associates LLP
(Practicing Company Secretaries), as
Secretarial Auditors of the Company for the
1^st term of 5 years from the conclusion of the
ensuing 32^nd Annual General Meeting (AGM)
until the conclusion of the 37^th Annual General
Meeting, to be held in the year 2030, subject
to the approval of the Shareholders via
Ordinary Resolution.

Secretarial Auditor qualifications

The Qualifications stated in the Secretarial
Audit Report issued by the Secretarial
Auditors of the Company for the F.Y. 2024-25
are:

• Delay in getting approval of shareholders
for continuation of Non-executive
Director who has attained the age of 75
years and the company has paid
requisite amount of fine imposed by BSE
and NSE in this regard.

• Limited review by statutory auditor of
audit of companies whose accounts are
consolidated with the company as
required under Regulation 33(8) of SEBI
(LODR) Regulations, 2015 has not been
carried as stated in the report of the
Statutory Auditor on the consolidated
financial statements of the Company.

Board Comments on Secretarial Auditor’s
Qualifications:

Mr. Ram Gopal Agarwal, Non-Executive
Director of the Company turned 75 years of
age on July 30, 2024, however the Board of
Directors of the Company, on the
recommendation of Nomination &
Remuneration Committee, approved and
proposed his office for the approval, as a
Director turning the age of 75 years, in the
Notice of 31st Annual General Meeting

(“AGM”) circulated on July 27, 2024, which
was also prior to his attaining the said age.
Furthermore, to state here that Mr. Ram
Gopal Agarwal being liable to retire by
rotation in accordance to the provisions of
Section 152(6) of Companies Act, 2013 in the
AGM for the financial year ended March 31,
2024, scheduled to be held in the month of
August, 2024, also being the Director
attaining the age of 75 years, was subject to
the approval of the members at the AGM only
via Ordinary Resolution, held on August 21,
2024 and not earlier than that. Hence, given
the interdependency of two approvals from
members and considering the convenience of
shareholders, it was impractical for the
Company to obtain approval of Shareholders
under Regulation 17(1A) of SEBI Listing
Regulations via Postal Ballot/Extra-Ordinary
General Meeting and then convening Annual
General Meeting within a time gap of less
than a month.

And the qualification regarding the audit of
companies whose accounts are consolidated
with the company has been adequately
addressed in the Statement on Impact of
Audit Qualifications forming part of this
Annual Report.

Details of Fraud Reportable by Auditor

During the year under review, neither the
statutory auditors nor the secretarial auditors
of the Company has disclosed any instance
of fraud committed against the Company by
its officers or employees required to be
disclosed in terms of Section 143(12) of the
Companies Act, 2013.

Annual Secretarial Compliance Report

In terms of Regulation 24A of the SEBI Listing
Regulations, the Annual Secretarial
Compliance Report for F.Y. 24-25 has been
filed with Stock Exchanges and the same is
available on the website of the Company at
https://www.orchidpharma.com/downloads/A
nnual%20Secretarial%20Compliance%20Re
ports/Annual%20Secretarial%20compliance
%20Report%202024-25.pdf

Compliance with the provisions of
Secretarial Standards Issued by Institute
of Company Secretaries of India

The Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by
the Institute of Company Secretaries of India
and during the year under review, your
Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board Meetings and
General Meetings.

Cost Audit

The Central Government has prescribed that
an audit of the cost accounts maintained by
the Company in respect of Bulk Drugs and
Formulations be conducted under Section
148 of the Companies Act, 2013.
Consequently, your Company had appointed
Shri J Karthikeyan as Cost Auditor for the FY
2024- 25, for the audit of the cost accounts
maintained by the Company in respect of both
Bulk Drugs and Formulations. The cost
auditor has carried out the audit for the FY
2024-25, which will be filed with the Central
Government within the stipulated timeline.

Further, pursuant to Section 148 of the
Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014
and the Companies (Cost Records and Audit)
Rules, 2014, the Company maintains the
Cost Audit records in respect of its
pharmaceutical business.

In accordance with the provisions of Section
148 of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to Cost Auditors is
required to be approved by the members of
the Company in a General Meeting.
Accordingly, a resolution seeking members’
ratification for the remuneration payable to
Shri J Karthikeyan, Cost Accountants for the
F.Y. 2025-26 is included in the notice
convening the ensuing AGM, which forms the
integral part of this Annual Report. A
certificate from the Cost Auditors, certifying
his independence and arm’s length
relationship has been received by the
Company.

Other disclosures

No disclosure or reporting is made with
respect to the following items, as there were
no transactions during the year under review:

• The issue of equity shares with
differential rights as to dividend, voting or
otherwise

• The issue of shares to the employees of
the Company under any scheme (sweat
equity or stock options)

• The Company does not have any scheme
or provision of money for the purchase of
its own shares by employees or by
trustees for the benefits of employees

• There was no revision in the financial
statements.

• The Company has not entered into any
one-time settlement with any of the
Banks/ Financial Institutions and
therefore, the relevant disclosures are not
applicable to the Company.

• As on 31^st March, 2025, the Company
does not fall in the category of large
corporates for FY 2024-25, as it does not
exceed the threshold stipulated by SEBI.

Director''s Responsibility Statement

Pursuant to the provisions contained in
Section 134(3)(c) of the Companies Act,
2013, the Board to the best of its knowledge
and belief and according to the information
and explanations obtained by it confirms that:

(a) That in the preparation of the annual
accounts, the applicable accounting
standards had been followed along with
proper explanation relating to material
departures;

(b) the Directors had 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 at the end of the FY
and of the profit and loss of the company for
that period;

(c) That the Directors had taken proper
and sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of this Act for safeguarding
the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) The Directors have prepared the
Annual accounts for the FY ended March 31,
2025 on a going concern basis;

(e) The Directors have laid down Internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively;

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

Acknowledgements

The Board is grateful and thankful to all the
Banks, Financial Institutions both in public
sector and in private sector who have fully
supported your Company''s initiatives. The
Board is grateful to the Central and State
Government and the Central Drugs Standard
Control Organization and State Food Safety
and Drugs Administration (State FDAs) for
their continued support to the Company''s
business plans. The Board places on record
their appreciation of the support provided by
the Employees, customers, suppliers, service
providers, medical fraternity and business
partners.

For and on behalf of Board of Directors of
Orchid Pharma Limited

Sd/- Sd/-

Manish Dhanuka Mridul Dhanuka

Managing Director Whole Time Director

DIN:00238798 DIN:00199441

Place: Gurugram
Date: August 12, 2025

---

Mar 31, 2024

The Directors have pleasure in presenting the 31^st (Thirty First) ''Board Report'', along with the Audited Financial Statements of the Company for the Financial Year ("FY") ended on March 31, 2024.

Financial summary/Performance/State of Company''s affairs

The Highlights of the standalone and consolidated financial Statements for the FY 2023-24 as per the IND-AS are given below:

(Rs. in Crores)
Particulars	Standalone		Consolidated
	FY ended March 202 4	FY ended March 2023	FY ended March 2024	FY ended March 2023
Sales & Operating Income	819.37	665.90	819.37	665.90
Other Income	30.39	19.43	30.86	19.43
Total Expenditure (excluding depreciation and Finance cost)	708.69	582.28	708.69	582.28
Gross Profit/(Loss)	141.07	103.05	141.53	103.05
Interest & Finance Charges	16.33	32.22	16.35	32.22
Gross Profit after Interest but before Depreciation and Taxation	124.74	70.83	125.18	70.83
Depreciation	33.22	54.79	33.23	54.79
Profit/(Loss)before Tax, and extraordinary items	91.52	16.04	91.95	16.04
Exceptional items - [Income/(Expenditure)]	-	39.21	-	39.21
Profit/(Loss) Before Tax	91.52	55.25	91.95	55.25
Current & Deferred Tax	(3.23)	-	(3.12)	-
Profit/(Loss) after Tax - Continuing Operations	94.75	55.25	95.07	55.25
Profit/ Loss from discontinued operations after tax	-	(1.06)	(2.90)	(8.93)
Profit/Loss for the year	94.75	54.19	92.17	46.32
Re-measurement of post -employment benefit obligations	(0.45)	(0.23)	(0.45)	(0.23)
Gain/(Loss) on fa ir valuation of the Investments	0.11	0.05	0.11	0.05
Comprehensive Profit/Loss for the Year	94.41	54.01	91.83	46.14

Business segments

Your Company operates in one business segment viz., Cephalosporin pharmaceuticals, in which the Company drives its major sales through Active Pharmaceutical Ingredients (APIs). The Company is an established Export Oriented Unit ("EOU") with portfolio of antibiotics, both Human and Veterinary products. Antibiotics are life-saving drugs used to fight infections. Different classes of antibiotics include Beta-lactam, Macrolide,

Fluoroquinolone, Imidazole etc. Cephalosporins are beta-lactam antimicrobials used to manage various infections from grampositive and gram-negative bacteria. The five generations of cephalosporins are useful against skin infections, urinary tract infections, lower respiratory tract infections, sexually transmitted diseases, surgical prophylaxis, and other infections like meningitis.

We are pioneer production of Quality Cephalosporins

especially the sterile products, along with few veterinary products and are engaged in manufacturing and export of all five generations of cephalosporin products. Amongst antibiotics, the company has one of the widest ranges of cephalosporin APIs, spanning all 5 generations catering the need of various international markets and is the one out of the only three USFDA approved facilities in the world. The Company has a strong global presence with a wide customer base.

Your Company is also engaged in manufacturing and export of general category finished dosage formulations and anti-infective finished dosage formulations through its formulation facilities. Orchid is the only Indian Pharmaceutical Company, to ever have invented a New Chemical Entity (NCE, also colloquially called New Drug), which is approved in US and Europe. This product is called Enmetazobactam and it shall be launched in India shortly. Global launch is also expected this year itself on which your company is entitled for royalty income.

Standalone Financials

During the FY 2023-24, your Company achieved an operating revenue of ^819.37 crores against ^665.90 crores in 2022-23. The Gross Profit before interest, depreciation and taxes during the year stood at ^141.07 crores as against ^103.05 crores in 202223. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the FY was ^94.75 Crores against ^55.25 crores in 2022-23. The Comprehensive Profit stood at ^94.41 crores during 2023-24 against ^54.01 crores in 2022-23.

Consolidated Financials

During the FY 2023-24, your Company achieved an operating revenue of ^819.37 crores as against ^665.90 crores in 2022-23. The Gross Profit before interest, depreciation and taxes during the year stood at ^141.53 crores against ^103.05 crores in 202223. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the FY was ^91.95 Crores against ^55.25 crores in 2022-23. The Comprehensive Profit stood at ^91.83 crores during 2023-24 against ^46.14 crores in 2022-23.

Earnings Per Share (EPS)

The Standalone Basic EPS for continuing operations of the Company stood at ^19.59 for the FY ended March 31, 2024 as against ^13.54 for the FY ended March 31, 2023 and Diluted stood at ^19.59 as against ^13.54 in the previous year.

Capex and Liquidity

During the year, the Company has spent ^55.15 Crores on Plant & Equipment, etc., largely towards balancing facilities and essential sustenance capital items. As on March 31, 2024, the Company has nil long-term secured financial facility.

Material events during the year under review

I. Scheme of Merger/Amalgamation:

During the year under review, the Scheme of Arrangement between M/s. Orchid Pharma Limited ("Transferee" or Amalgamated Company") and M/s. Dhanuka Laboratories Limited ("Transferor" or "Amalgamating Company") and their respective shareholders and creditors (''Scheme'') in compliance with Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 ("Companies Act" or "the Act") as reviewed and recommended by the Audit Committee and Committee of Independent Directors was approved by the Board.

The implementation of the aforesaid Scheme, which is subject to the approval of Shareholders and other Statutory authorities would inter-alia enable both the transferor and transferee Companies to realize benefit of greater synergies between their businesses, achieve wider product offerings and geographical footprints, consolidate operations thereby leveraging the capability of the Amalgamated company, yield beneficial results and pool financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximizing value to their Shareholders and the Stakeholders with centralization of inventory and greater economies of scale. The Arrangement will ensure creation of a combined entity under the Amalgamated Company, as the holding entity of the cluster, thereby resulting in on-time supplies, efficiency of management and maximizing value for the shareholders.

The Company has filed the Scheme of Arrangement between M/s. Orchid Pharma Limited ("Transferee" or Amalgamated Company") and M/s. Dhanuka Laboratories Limited ("Transferor" or "Amalgamating Company") and their respective shareholders and creditors (''Scheme'') with the Stock Exchanges where securities of the Company are listed viz. National Stock Exchange of India Limited and BSE Limited and for their InPrincipal approval in accordance with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") read with the applicable Master Circulars framed thereunder and is awaited.

II. Raising of Funds through Qualified Institutional Placement:

The Board of Directors of the Company at its meeting held on December 01, 2022 approved raising of funds for an amount not exceeding ^500 Crores through Qualified Institutional Placement route and the same was approved by the Shareholders of the Company via Special Resolution at the Extra-Ordinary General meeting held on December 29, 2022.

The Company submitted Preliminary Placement Documents and Placement Document to National Stock Exchange of India Limited and BSE Limited ("Stock Exchanges") on June 22, 2023 and June 27, 2023 respectively. Upon receipt of In-Principle approval from the Stock Exchanges, the Board of Directors at its meeting held on June 27, 2023 approved the allotment of

9,902,705 Equity Shares of face value ^10 each to eligible qualified institutional buyers at the issue price of ^403.93 per Equity Share (including a premium of ^393.93 per Equity Share), aggregating to ^400.00 Crores, pursuant to the Issue in accordance with the SEBI ICDR Regulations.

Consequently, the Promoter Shareholding in the Company stands decreased from 89.96% to 72.40% whereas the Public shareholding increased from 10.04% to 27.60% w.e.f. June 27, 2023, thereby meeting the Minimum Public Shareholding requirements under SEBI Listing Regulations.

Future Outlook

With the acquisition of Company by Dhanuka Group, four years ago and implementation of the approved Resolution Plan, your Company is moving in a grwoth trajectory. The continuous efforts of Management and entire staff is playing pivotal role towards rebuilding the organization and taking it to greater heights. In terms of financials, the objective of your Company is to continuously pursue growth and improve EBITDA margins with increased capacity and more capabilities of outreach to newer markets.

With the new Capacities on Sterile and Oral products coming on line, and backward integration, your company is now poised to be a global leader in the Cephalosporin space.

Management Discussion and Analysis report

A report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 read with Schedule V of SEBI Listing Regulations is presented as a separate Report in this Report.

Corporate Governance Report and Additional Shareholder''s information

The Company firmly believes in adhering to Corporate Governance codes to ensure protection of its investor''s interest as well as healthy and sustainable growth of the Company. It upholds and adheres to highest standards of Corporate Governance and the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance including the Certificate issued by Company Secretary in Practice, for compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations is given in Annexure I of this Report including therein a certificate from a Company Secretary in Practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority.

Board and Committees Meetings of the Board of Directors

During the year under review, ten (10) meetings of the Board of Directors were held, details of the same are furnished in the Corporate Governance Report forming part of this Report. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 & the relevant rules made there under and SEBI Listing Regulations. A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

Committees of the Board

The Committees play a vital role in the effective compliance and governance of the Company in line with their specified and distinct terms of reference and role and responsibilities in accordance with the requirements of the SEBI Listing Regulations, the Act and other applicable provisions.

Your Board has constituted following statutory Committees and they function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof are given in the Corporate Governance Report, which forms integral part of this Annual Report.

Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board. The Chairman/ Secretary of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

Adequacy of Internal Financial Control System

The Internal Financial Controls of the company encompasses the policies, standard operating procedure manuals, approval/authorizati''on matrix, circulars/ guidelines, and risk & control matrices adopted by the company for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, 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 during the process of financial reporting.

The Statutory Auditors of the Company has shown their satisfaction on the Internal Financial Controls established by the Company over Financial Reporting System in compliance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Regulatory Filings and Approvals

In the generic formulations domain, your company currently holds 06 ANDAs and in the API (Active Pharmaceutical Ingredients) domain, Orchid''s cumulative filings of US DMF stand at 48. The break-up of the total filings is 30 in the Cephalosporin Segment and 18 in NPNC segment. In European market space the cumulative filings of COS (Certificate of Suitability) count remained at 15 (15 approved) which pertains to the cephalosporin segment. In the Japan market, the cumulative filings of JDMFs count remained at 8 all in Cephalosporin segment. 01 National filing (ASMF) and approved in Italy, EU. 01 CADIFA application filed with ANVISA, Brazil (LATAM).

Intellectual Property Rights

The total number of active patent portfolio maintained by Orchid in various national and international patent office''s so far is 24 including Process & New Chemical Entities (NCE). Out of 24 patents, your Company have been granted and hold 22 patents, 2 patent applications are published as of March 31, 2024.

Orchid had filed a patent application in the last FY 2023-24.

Your Company has a total of 11 trademark registrations in India.

Dividend & Reserves

To strengthen the financial position of the Company, the Board decided to plough back the profits and do not recommend any dividend for the FY ended March 31, 2024, with an aim to augment its reserves. Also, no amount has been transferred to the reserves.

Dividend Distribution Policy

In accordance with Regulation 43A of SEBI Listing Regulations, as amended, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy and disclose the same on the website of the Company and a web link of the policy be disclosed in the Annual Report.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is available on the website of the Company i.e. http://www.orchidpharma.com/downloads/Dividend%20Distri bution%20policv.pdf

Business Responsibility and Sustainability Reporting (BRSR)

The Company primarily focuses on adoption of practices for the sustainable growth with the hand in hand operation to the responsible behavior towards the environment and society at large. The Company has provided Business Responsibility and Sustainability Report, which indicates the Company''s performance against the principles of ''National Guidelines on Responsible Business Conduct'' and would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Further, in accordance with the provisions of Regulation 34 of the SEBI Listing Regulations, which mandates the inclusion of Business Responsibility and Sustainability Report as part of the Annual Report for the top 1000 listed entities based on market capitalization, the BRSR Report forms part of this Annual Report as Annexure II and the same is available on Company''s website at http://www.orchidpharma.com/invr Annualreports.html.

Employees Stock Option Plan

Company do not have any active employee stock option plan or employee stock option scheme as on March 31, 2024.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

Your Company does not have any Material subsidiary, however as on the date of this Annual Report the Company has six Subsidiaries, including two step down Subsidiaries namely;

A. SubsidiariesI. Bexel Pharmaceuticals Inc., USA

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment.

ii. Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured.

The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., USA and Orchid Pharma Inc./ Karalex Pharma LLC, USA.

iii. Diakron Pharmaceuticals Inc., USA

Diakron Pharmaceuticals Inc., USA was engaged in business of cardiovascular drug development.

iv. Orchid Bio-Pharma Limited

Orchid Bio-Pharma Limited was incorporated as an Indian Wholly owned Subsidiary ("WoS") of your Company on March 24, 2022. The main object of the aforesaid WoS is manufacturing of biotech chemicals, intermediates and biotechnology products. The WoS is yet to commence its business operations.

In the matter, IFCI Limited vide its letter bearing reference IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid Bio-Pharma Limited for manufacture of the product "7 ACA" with a committed capacity of 1000 Metric Tonnes Per Annum and for a total incentive up to ^600 Crores during the tenure of the scheme i.e., FY 2023-24 till FY 2028-29. The Company is in process of settng up a facility in Jammu for manufacturing 7ACA under the PLI Scheme. 7ACA is a critical raw material for manufacturing cephalosporins and in-house production of 7ACA under the PLI scheme will enable us to do backward integration, achieve a captive source of supply and better gross margins.

During the year under review, the Company has acquired 3.85 acres of Industrial Land worth ^3.39 Crores for manufacturing of 7ACA under the PLI Scheme.

The Company made an additional Investment of ^14,99,99,000/-(Rupees Fourteen Crores Ninety Nine Lakhs and Ninety Nine Thousand Only) in the Equity shares of the WoS to meet its financial needs for the settng up of projects, inter-alia, for which the Company has raised the Funds through QIP during the year. The Board of Directors of Orchid Bio-Pharma at its meeting held on April 26, 2023 approved the allotment of 1,49,99,000 (One Crore forty nine lakhs ninety nine thousand) equity shares of ^10/- each on Right Issue basis to the Company.

The Company holds complete shareholding of WoS including the voting rights and 6 shares through Nominee shareholders with 1 each, forming 0.00% of the total capital, as on date of this Report.

Policy for determining material subsidiaries

Your Company has framed a Policy for determining material subsidiaries in compliance with Regulation 16(1)(c) of the Listing Regulations in order to determine the material subsidiaries of the Company and the same is available at the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads/Policv%20for%20 Material%20Subsidiaries v-2.0.pdf.

B. Associate Company

Your Company had initially subscribed to 26% of paid up equity share capital of M/s. OrBion Pharmaceuticals Private Limited ("OrBion") by virtue of which the Company has become an Associate of your Company.

The total shares subscribed by your Company in OrBion as on March 31, 2024 is 4,55,00,000 equity shares of ^10/- each constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited.

The Consolidated Financial Statement ("CFS") of the Company were prepared inter-alia including the financials of OrBion and the percentage share of loss of your company in the associates has increased from (^2.15) crores of 2022-23 to (^2.90) in the year of 2023-24.

C. Joint Ventures

As on March 31, 2024, the Company does not have any Joint Venture.

Highlights of the performance of subsidiaries and their contribution to the overall performance of the Company during the period under report

During the period under review, the subsidiaries including step down subsidiaries have NIL Revenue from operation and therefore have no contribution in consolidated sales of the Company.

The Board of Directors of the Company at its meeting held on May 22, 2021, had approved the closure/divestment of all subsidiaries including step down subsidiaries due to inoperati''ve/lack of revenue and/or high expenses.

Orchid Pharmaceuticals SA (Proprietary) Limited, a Wholly owned subsidiary of the Company stands deregistered vide Certificate dated January 31, 2024 issued by "Companies and Intellectual Property Commission", Pretoria South Africa. Additionally, Orchid Europe Limited, United Kingdom has been dissolved on September 27, 2022.

Further Steps are being taken to close/divest remaining subsidiaries (including step down subsidiaries) of the Company.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed form AOC-1 is given in Annexure-III & forms part of this Annual Report. This statement also provides the details of the performance and financial position of each subsidiary in accordance with Section 136 of the Companies Act, 2013.

Directors and Key Managerial Personnel

As on 31^st March 2024, the Board of the Company has total Eight Directors comprising of two directors in the category of Key Managerial Personal as Managing Director and Whole-Time Director, two Non-Executive Director and four Independent Directors (including one Woman Independent Director).

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the FY 2023-24:

Sr. No.	Name of Director/key managerial positions (KMP)	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1.	Mr. Arjun Dhanuka	Appointed as Non - Executive Director w.e.f. October 20, 2023	October 20, 2023
2.	Ms. Marina Peter	Resigned as Company Secretary and Compliance Officer w.e.f. December 12, 2023 due to personal reasons	December 12, 2023
3.	Mr. Kapil Dayya	Basis the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Kapil Dayya as Company Secretary and Compliance Officer w.e.f December 16, 2023 .	December 16, 2023
Further, following changes occurred in the directorships / key managerial positions (KMP) of the Company after closure of the FY 202324:
Sr. No.	Name of Director/key managerial positions (KMP)	Particular s of Change (Appointment / Resignation/Others)	Effective Date of change
1.	Mr. Mudit Tandon	Resigned from the position of Independent Director of the Company w.e.f. April 12, 2024	April 12, 2024
2.	Ms. Shubha Singh	Appointed as Woman Independent Director of the Company w.e.f. May 23, 2024	May 23, 2024

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31, 2024:

1. Mr. Manish Dhanuka Managing Director

2. Mr. Mridul Dhanuka Whole Time Director

3. Mr. Sunil Kumar Gupta Chief Financial Officer

4. Mr. Kapil Dayya Company Secretary

Declaration of Independence by the Independent Director and Board opnion

All Independent Directors (IDs) have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI LODR

Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI Listing Regulations and are independent of the management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI Listing Regulations diligently.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.

Director(s) retiring by rotation at the ensuing Annual General Meeting and whether or not they offer themselves for reappointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ram Gopal Agarwal (DIN: 00627386), retires at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for reappointment under the category of Director retire by rotation. The Board considering his vast experience, knowledge, expertise, performance, enriched guidance role, recommends the reappointment of Mr. Ram Gopal Agarwal.

A resolution seeking shareholders'' approval for his reappointment along with brief profile and other required details forms part of the Notice to the ensuing Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than siffing fees and reimbursement of expenses, if any.

Annual Return

In accordance with Section 92(3) and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, every company shall place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Board''s report. A copy of the Annual return of the Company is available on the website of the Company on http://www.orchidpharma.com/downloads/annualreports/MG T%20-7/MGT-7%202022-23.pdf under the "Investors" section.

Nomination & Remuneration Policy (NRC Policy)

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The objective of this policy is to ensure adequate and proper selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a Director, the Nomination and Remuneration Committee ("NRC") takes into account apart from others, Board diversity, person''s eligibility, qualification, skills, expertise, track record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria. Based on recommendation of the NRC, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. In case of re-appointment of any Board member, NRC

basis evaluation scores of the concerned Board member pursuant to performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board members. Additionally, NRC recommends to the board, remuneration, in whatever form, payable to senior management. Further, it is affirmed that the remuneration to the Directors, Key Managerial Personnel and Senior Management Personnel is being fixed based on the criteria and parameters mentioned in the Nomination and Remuneration Policy of the Company.

The Policy is available on the website of the Company and the web-link for the same is

http://www.orchidpharma.com/downloads/Nomination%20an

d%20Remuneration%20Policv.pdf.

Appointment and Remuneration of Non- Executive Directors

Non-Executive Directors are entitled to receive siffing fees for attending the meetings of the Board or Committees thereof, as approved by the Board and within the overall limits prescribed under the Companies Act, 2013 and rules thereunder.

The Criteria for determining independence of a director are based on the academic accomplishments, qualifications, expertise and experience in the respective fields, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation.

Related Party Transaction(s) and Policy

The Related Party Transactions entered into by the Company during the year under review were on arm''s length basis and in the ordinary course of business. Further, all the transactions entered with Related Party/s during the FY were in accordance with the Related Party Transactions Policy of the Company and in pursuance of approval granted by the Audit Committee.

Further, pursuant to Regulation 23(3) of the Listing Regulations and Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee granted omnibus approval to the transactions likely to be entered into by the Company with related parties during the year which are of repetitive nature. Members may refer to Note No. 50 to the Financial Statement which sets out transactions with Related Parties disclosures pursuant to IND AS-24.

Your Company has framed a Related Party Transaction Policy in compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in order to ensure proper reporting and approval of transactions with related parties. All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board The Policy is available on the website of the Company and the web-link for the

the same is

http://www.orchidpharma.com/downloads/RPT.pdf

Furthermore, in accordance with the provisions of Section 134(3) of the Act read with Companies (Accounts) Rules, 2014, the details of ''material'' contracts or arrangements or transactions and in form AOC-2 is given in Annexure IV to this Annual Report.

Corporate Social Responsibility (CSR)

As per Audited Annual Financial Statements of the Company for the FY ended March 31, 2024, the Company meets the thresholds as prescribed under Section 135 (1) of the Companies Act, 2013. The Company has a Corporate Social Responsibility Committee ("CSR Committee") comprising three (3) members, as detailed in the Corporate Governance Report forming part of this Annual Report. The Company has adequately framed the CSR Policy to adhere with the CSR obligations of the Company and the Policy is hosted on website of the Company at

http://www.orchidpharma.com/downloads/Orchid%2QCSR%2

0Policy-approved.pdf.

However, in accordance with the statutory requirement of the Act, the Company had Nil obligation towards CSR Expenditures during the F.Y. 2023-24, being the negative profit, computed as the average net profit of previous three FYs commencing from 2020-21 to 2022-23 and therefore, no CSR expenditure has been done under Section 135 of the Companies Act during the FY 202324.

In terms of the provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities inter-alia including detailed information on CSR Policy, its salient features, CSR obligations of the Company, details pertaining to spent and unspent amount, is annexed as Annexure- V to this Annual Report.

Material changes and commitment, if any, affecting financial position of the Company from the end of FY and till the date of this Report

Except otherwise stated herein in this Report, there are no material changes and commitment affecting financial position of the Company from the closure of FY ended on March 31, 2024 and till the date of this Annual Report.

Conservation of Energy

Your Company has always been striving in the field of energy conservation. The management has been highly conscious of the importance of conservation of energy at all operational levels and efforts are made in this direction on a continuous basis. With the available limited resources, certain measures to conserve energy and to reduce associated costs were taken in a small way during the FY under review. The particulars in respect to conservation of energy as required under Section 134(3)(m) of the Companies

Act, 2013, are given in Annexure VI to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, are given in Annexure VII to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 are given in Annexure VIII to this report.

Risk Management

Every business has variety of associated risks with its structure and for the long-term growth its on-going process to identify such risks and mitigate them to the best extent. The Company has properly analysed the risks and the details and the process of Risk Management as were existing and implemented in the Company are provided as part of Management Discussion and Analysis, which forms part of this Annual Report.

The Board of Directors of the Company has constituted a Risk Management Committee, responsible to manage uncertainties through identification, analysis, assessment, implementing, monitoring and periodically review of the effectiveness of the risk management plan and make appropriate changes as and when necessary, to reduce the impact of risks to the business. The Risk Management Committee''s role is aligned to the requirements of the Companies Act, 2013, SEBI Listing Regulations, 2015 and other applicable regulatory requirements. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report.

Your Company has framed a Risk Management Policy to ensure that the company has proper and continuous risk identification and management process in place to manage the risks associated with its activities. The Policy is available on the website of the Company and the web-link for the same is http://www.orchidpharma.com/downloads/RMC%20Policv.pdf

Annual Evaluation of Board, its Committees and Individual Directors

In terms of provisions of the Companies Act, 2013 and Regulation 17(10) read with Regulation 25(4) of SEBI Listing Regulations, the Board is required to conduct an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees through questionnaires designed with qualitative parameters and feedback based on ratings.

In view of the above, the Board carried out an annual

performance evaluation of its own performance, the Directors individually, the Chairman of the Board and its Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The performance evaluation has been done by the entire Board of Directors, excluding the Director being evaluated. Various evaluation techniques are used to assess the performance of the Directors. The Directors have participated in this evaluation process. The Independent Directors in their separate meeting have also evaluated the performance of the Chairman of the Company, Non-Independent Directors and the Board as a whole. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their participation and contribution, objective judgment etc. The Chairman was also evaluated based on the key aspects of his role.

The summary to the annual performance evaluation has been included in the Corporate Governance Report forming integral part of this Annual Report containing the skills/experti''se/competencies of the Individual Directors of the Company.

Change in the Nature of Business

There is no change in the nature of business carried on by your company during the FY ended March 31, 2024.

Change of Registered Office Address of the Company

During the FY ended March 31, 2024, Board of Directors has approved the shifting of Registered office the Company within the State in its meeting held on July 12, 2023 from ''Orchid Towers 313-Vallur Kottam High Road, Nungambakkam Chennai-600034 to Plot Nos. 121-128, 128A-133, 138-151, 159-164, SIDCO Industrial Estate, Alathur, Chengalpattu District-603110, Tamil Nadu and same had been approved by the Members of the Company in the Annual General Meeting held on August 09, 2023.

Details regarding deposits, covered under Chapter V of the Act

During the FY 2023-24, your company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits), Rules 2014 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

Vigil Mechanism/Whistle Blower Policy

Your Company has established a vigil mechanism under Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation which enables the Directors & the Employees report genuine concerns. The Company encourages its employees who have concerns about unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization, to come forward and express their concerns without fear of punishment or unfair treatment.

The mechanism allows direct access to Chairperson of the Audit Committee and also Managing Director in exceptional cases and provides safeguard against the victimization of whistle blowers. The Company has Whistle Blower Policy for the same and is available on the website of the Company, which can be accessed from the web link

http://www.orchidpharma.com/downloads/Policv%20on%20%

20Whistle%20Blower.pdf

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

The details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

Code of Conduct on Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company''s shares prior to breach of trading limits mentioned therein and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company or during the period when the Trading Window is closed. All the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, 2024.

Copy of the Code is also available on the website of the Company at

http://www.orchidpharma.com/downloads/codeofconduct/Co de%20of%20Conduct%20under%20Insider%20Trading%20Reg ulations v-2.1.pdf

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The sexual

Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

The details pertaining to captioned header are disclosed in the Corporate Governance Report which forms part of this Annual Report.

Environment

Environment management is the prime concern of Orchid Pharma Limited. Orchid has employed a state-of-the-art technology, zero liquid discharge (ZLD) treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid effluent comprises of Membrane Bio Reactor, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Agitated thin film dryers (ATFDs) to treat the entire effluent and recycle back into the system.

Waste Water Treatment

Low TDS effluent is collected, equalized and neutralized into neutral pH and treated aerobically by Membrane Bio Reactor process comprising of aeropac equipped with jet aeration system made up of Glass Fiber Reinforced Plastic / Original Hydrodynamic Aerators & Ultrafiltration System loaded with ceramic membrane. The permeate from ultrafiltration passes through reverse osmosis and disc RO plant to separate inorganic salts. The permeate of reverse osmosis and Disc RO plant are utilized in the cooling towers as make up water. The reject from the reverse osmosis plant is further treated in disc RO plant. The reject from the Disc RO plant is mixed with high total dissolved solids effluent for further treatment. The excess bio mass from the aerobic system is centrifuged and sent to bio composting process to convert into useful manure.

High TDS effluent is collected and neutralized into neutral PH. This effluent is sent to Mechanical Evaporators (Single stage and three stage) to concentrate the salts to the level of 35%. Heat energy is recovered during the process of evaporating the effluent and the recovered heat energy is utilized to reduce the energy consumption. The concentrate from the evaporators are sent to Agitated Thin Film Dryers (ATFD) where it gets dried and the dried salt is collected at the bottom of ATFD. The collected salt is bagged, stored in protected storage sheds and disposed as per hazardous waste authorization.

Waste Air Treatment

The major emissions from the unit is from the boiler, power plant, production process and powder processing area.

Process Scrubbers

Orchid installed process scrubbers in all production blocks to treat the waste air generated from process reactors.

Vent Gas Condensation

Orchid installed vent gas condensation system for fugitive emissions from the storage tanks of solvents and secondary condensers of solvent recovery area to control the fugitive emissions.

Reverse Jet Venturi Filter

Orchid installed reverse jet venturi filter to control the dust emission during the powder processing of bulk drugs.

Adequate Stack Height

Adequate stack heights are provided for Steam Boiler and Power Plant for better dispersion.

Electro Static Precipitator (ESP)

ESP is provided at the boiler emission to control the particulate matter.

Ambient Air Quality and Stack Emission Monitoring

Ambient air quality and stack emission monitoring is being carried out round the clock to check the emission level in the atmosphere.

Hazardous waste Management

Hazardous wastes are collected and stored in protected storage shed and disposed as per hazardous waste authorization.

Bio composting

Bio sludge generated from the biological process of effluent treatment are converted into useful compost.

World Environment Day Celebration

World Environment Day was celebrated on 5^th June, 2023 by planting trees with in our factory premises to create awareness on environment among employees.

Safety

Orchid is highly committed to Safety, Health and Environment aspects. There is no compromise on critical needs of safety. This has been possible because of committed Line Management, dedicated Safety Professionals and relentless Leadership direction. Central Safety Committee (CSC), the apex committee of the organization have ensured that risks have been contained to keep us free from any major incident. Orchid strongly believes that human behaviour plays key role in safety management. To reinforce that Safety observation & Audit (SOA) - Lead indicator, become key focus area always in our Central Safety Committee meetings. CSC continues to meet every month review critical concerns on Safety and also provides directions to minimize the risks at all levels.

Orchid welcomes and treats the contractors as partners of our business. We look forward for safe execution of the assignment and for long-term association with every contractor. Orchid committed to protect the health and safety of employees, contractors/contract workers, visitors and community and it forms an important part of our SHE policy.

With regard to the compliance of the relevant statutory requirements, we practice the safety instructions for contractors and their workmen in order to maintain the desired standard of safety at work.

Process Safety is of paramount importance for any Chemical and Pharmaceutical organization, therefore, we have built a strong Process safety culture at Orchid over the years. The company also realized the need of effective safety communication in culture building activity / exercise. This is backed up by periodical safety talks, Safety Posters and Interactive discussions. Safety-related initiatives, Awareness campaigns were conducted to promote a "zero incidents" mindset among employees and contract employees. These efforts resulted in behavioural change, making FY 2023-24 a zero-reportable-incidents year. By applying risk assessment like Hazop study, Pre startup safety review, Job safety Analysis, technologies at work on chemicals and process, we ensured that highest workplace safety standards were implemented across the manufacturing value chain.

Orchid also believes continuous learning is the critical element in Safety Management. Hence, various training programs have been conducted in the year 2023-24 to reinforce the safe behaviour and also to enhance the necessary skills to perform the job safely. We organized training for our employees and contract employees covering Chemical safety-SDS, Work Permit System, Fire prevention & mitigation, Emergency preparedness, First aid and Process Safety Management. As a part of our commitment to enhance employee and contract employees awareness on EHS-related matters, several awareness campaigns and safety exhibitions were held around National Safety Week, Fire Services Week, World Health Day. The company exhibits safety modules at state level exhibition conducted by Tamil Nadu Government. Also conducting safety awareness program to the nearby community and educational sectors as a part of Corporate Social Responsibility.

Emergency response planning are critical component of our EHS management system. We have a well-trained emergency response team (ERT) and advanced fire protection systems to respond quickly to emergencies. During the year, several EHS training workshops were held to augment the ERT''s efficiency to ensure swift response during any emergency.

Particulars of Employees and Remuneration

The Information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure IX to this Annual Report.

Remuneration paid to Executive Directors

During the year under review, remuneration received by Mr. Manish Dhanuka, Managing Director and Mr. Mridul Dhanuka, Whole time Director of your Company for the FY ended March 31, 2024 and the details for the same is given in the Corporate Governance Report forming part of this Annual Report.

Further, in accordance with the provisions of Section 197 of the Act and Regulation 17 of SEBI Listing Regulations, the Company had sought the approval of members via. Special Resolution in the Annual General Meeting of the Company held on August 09, 2023, for remuneration paid to the Managing Director and Whole Time Director during the FY 2023-24.

Additionally, subject to the approval of the Members, the Company has proposed the remuneration to be paid to the Managing Director and Whole Time Director, as stated in the Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting and forming part of this Annual Report.

Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are provided in the Note no. 6 & 15 to Standalone financial statements for the FY 2023-24, which forms part of this Annual Report.

Listing on Stock Exchanges

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The annual listing fees for the year 2024-25 have been paid to both the Stock Exchanges. Also, the Company has duly paid the Depository Fees to National Securities and Depositories Limited ("NSDL") and Central Depository Services Limited ("CDSL").

Transfer of Shares to the Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of the Companies Act, 2013, read with the Companies Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all the Unpaid or Unclaimed dividends including the Shares on which dividend has not claimed are required to be transferred by the Company to the IEPF Authority after the completion of seven years. During the period under review the Company was not required and had not transferred any amount or shares to the IEPF Authority and the details pertaining to the same are disclosed in the Corporate Governance Report annexed to this Annual Report.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year

There were no application filed or pending under the Insolvency and Bankruptcy Code, 2016 against the company during the year.

The details of difference between amount of the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable to the company.

AuditorsStatutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants,(Firm Registration No. 004915S), were appointed as Company''s Statutory Auditors pursuant to a resolution passed by the Shareholders at the AGM held on July 15, 2022 for a period of five years, from FY Year 2022-23 to 2026-27. The financial statements (Standalone and Consolidated) for FY 2023-24 have been audited by M/s. Singhi & Co., Chartered Accountants.

Statutory Auditors'' Report

The Auditors have audited the standalone and consolidated financial statements of the Company for the FY ended March 31, 2024 and have issued an un-modified Auditors Report on Standalone Financial Statement. However, Auditor Report on Consolidated Financial Statement contains modified opinion. The detailed report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2023-24. The information w.r.t the modified opinion of the Statutory Auditors on the Consolidated Financial Statement and Management response thereon is included in the Statement of Impact of Audit Qualification annexed to the Corporate Governance Report, which forms part of this Annual Report.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s.

S.Dhanapal & Associates LLP (Practicing Company Secretaries) to conduct the Secretarial audit of your Company for the FY 202324. The Secretarial Audit Report in form MR-3 is forming part of this Annual Report as Annexure X.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, the Material Unlisted Subsidiary of the Company, if any, shall also submit Secretarial Audit Report to the Holding Company. However, there is no material unlisted subsidiary incorporated in India.

Further, basis the recommendation of the Audit Committee, the Board has re-appointed M/s. S Dhanapal & Associates LLP (Practicing Company Secretaries), as Secretarial Auditors of the Company for the FY 2024-25.

Secretarial Auditor qualifications

The Qualifications stated in the Secretarial Audit Report issued by the Secretarial Auditors of the Company for the F.Y 2023-24 are:

• Non maintenance of Minimum Public Shareholding as prescribed under Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI (LODR) Regulations, 2015 - the Company received email from National Stock Exchange of India Limited and BSE Limited (collectively referred as "Stock Exchanges") on May 25, 2023 imposing fine and seeking clarification from the Company for non-compliance. The Company paid the fine and responded to the Stock Exchanges by 31st May, 2023 and further the company made qualified institutions placement of equity shares on 27th June, 2023 and the listing approval for same was received on 30th June, 2023; thereafter the requirement of Minimum Public Shareholding has been complied with;

• Limited review by statutory auditor of audit of companies whose accounts are consolidated with the company as required under Regulation 33(8) of SEBI (LODR) Regulations, 2015 has not been carried as stated in the report of the Statutory Auditor on the consolidated financial statements of the Company.

Board Comments:

Qualification for Non maintenance of Minimum Public Shareholding is self-explanatory. And the qualification regarding the audit of companies whose accounts are consolidated with the company has been adequately addressed in the Statement on Impact of Audit Qualifications forming part of this Annual Report.

Details of Fraud Reportable by Auditor

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Companies Act, 2013.

Annual Secretarial Compliance Report

In terms of Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for F.Y. 23-24 has been filed with Stock Exchanges and the same is available on the website of the Company at

http://www.orchidpharma.com/downloads/Annual%20Secreta rial%20Compliance%20Reports/Stx ltr ASCR 2024 signed.pdf

Compliance with the provisions of Secretarial Standards Issued by Institute of Company Secretaries of India

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and during the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed Shri J Karthikeyan as Cost Auditor for the FY 2024- 25, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations. The cost audit report has carried out the audit for the FY 2023-24, which will be filed with the Central Government within the stipulated timeline.

Further, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company maintains the Cost Audit records in respect of its pharmaceutical business. The Board, at its meeting held on May 23, 2024, on the recommendation of the Audit Committee has appointed Shri J Karthikeyan, Cost Accountant, Chennai (Membership No. 29934 & Firm Reg. No.102695) to conduct the audit of the cost accounting records of the Company for FY 2024-25 at a remuneration of ^2,50,000/- (Rupees Two Lakhs and Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses. A certificate from the Cost Auditors, certifying his independence and arm''s length relationship has been received by the Company.

In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be approved by the members of the Company in a General Meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Shri J Karthikeyan, Cost Accountants for the F.Y. 2024-25 is included in the notice convening the ensuing AGM, which forms the integral part of this Annual Report.

Other disclosures

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• The issue of shares to the employees of the Company under any scheme (sweat equity or stock options)

• The Company does not have any scheme or provision of

money for the purchase of its own shares by employees or by trustees for the benefits of employees • There was no revision in the financial statements

Director''s Responsibility Statement

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 at the end of the FY and of the profit and loss of the company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual accounts for the FY ended March 31, 2024 on a going concern basis;

(e) The Directors have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Acknowledgements

The Board is grateful and thankful to all the Banks, Financial Institutions both in public sector and in private sector who have fully supported your Company''s initiatives. The Board is grateful to the Central and State Government and the Central Drugs Standard Control Organization and State Food Safety and Drugs Administration (State FDAs) for their continued support to the Company''s business plans. The Board places on record their appreciation of the support provided by the Employees, customers, suppliers, service providers, medical fraternity and business partners.

---

Mar 31, 2023

The Board of Directors have pleasure in presenting the Thirtieth (30th) Board''s Report together with the Audited Financial Statements of the Company for the Financial Year ended March31, 2023.

Financial summary/Performance/State of Company''s affairs

The Highlights of the standalone and consolidated financial results for the Financial Year 2022-2023 as per the INDAS are given below:-

(Rs in Crores)
	Standalone		Consolidated
Particulars	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
Sales & Operating Income	665.90	556.97	665.90	559.56
Other Income	19.43	9.00	19.43	9.00
Total Expenditure	582.28	499.72	582.28	509.95
Gross Profit/(Loss)	103.05	66.26	103.05	58.61
Interest & Finance Charges	32.22	32.01	32.22	32.01
Gross Profit after Interest but before Depreciation and Taxation	70.83	34.25	70.83	26.60
Depreciation	54.79	87.02	54.79	87.02
Profit/(Loss)before Tax, and extraordinary items	16.04	(52.77)	16.04	(60.42)
Exceptional items-[Income/(Expenditure)]	39.21	-	39.21	-
Profit/(Loss) Before Tax	55.25	(52.77)	55.25	(60.42)
Current & Deferred Tax	-	-	-	-
Profit/(Loss) after Tax-Continuing Operations	55.25	(52.77)	55.25	(60.42)
Profit/ Loss from discontinued operations after tax	(1.06)	47.96	(8.93)	58.47
Profit/Loss for the year	54.19	(4.81)	46.32	(1.95)
Re-measurement of post-employment benefit obligations	(0.23)	1.46	(0.23)	1.46
Gain/(Loss) on fair valuation of the Investments	0.05	(0.04)	0.05	(0.04)
Comprehensive Profit/Loss for the Year	54.01	(3.38)	46.14	(0.53)

Business segments

Your Company operates in one business segment viz., pharmaceuticals in which the Company drives its sales through Active Pharmaceutical Ingredients (APIs). The Company has a portfolio of antibiotics, and veterinary products. Antibiotics are life-saving drugs used to fight infections. Different classes of antibiotics include Beta-lactam, Macrolide, Fluoroquinolone, Imidazoleetc. Cephalosporins are beta-lactam antimicrobials used to manage various infections from gram-positive and gramnegative bacteria. The five generations of cephalosporins are useful against skin infections, urinary tract infections, lower respiratory tract infections, sexually transmitted diseases,

surgical prophylaxis, and other infections like meningitis.

We have a wide portfolio of cephalosporin products, along with few veterinary products and are engaged in manufacturing and export of all five generations of cephalosporin products. Amongst antibiotics, the company has one of the widest ranges of cephalosporin APIs, spanning all 5 generations catering the need of various international markets. The Company has a strong global presence with a wide customer base.

Your Company is also engaged in manufacturing and export of general category finished dosage formulations and anti-infective finished dosage formulations through its formulation facilities.

Standalone Financials

During the financial year 2022-2023, your Company achieved a turnover and operating income of Rs. 665.90crores against Rs. 556.97 crores in 2021-2022. The Gross Profit before interest, depreciation and taxes during the year stood at Rs.103.05 crores against a Gross Profit of Rs.66.26 crores in 2021- 2022. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the year was Rs. 55.25 Crores against Loss of (Rs. 52.77) crores in 2021- 2022. The Comprehensive Profit stood at Rs.54.01 crores during 2022-2023 against Loss of (Rs.3.38) crores in 2021-2022.

Consolidated Financials

During the financial year 2022-2023, your Company achieved a turnover and operating income of Rs. 665.90 crores as against Rs. 559.56 crores in 2021- 2022. The Gross Profit before interest, depreciation and taxes during the year stood at Rs. 103.05 crores against a Gross Profit of Rs. 58.61 crores in 2021- 2022. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the year was Rs. 55.25 Crores against a loss of (Rs. 60.42) crores in 2021-2022. The Comprehensive Profit stood at Rs. 46.14 crores during 2022-23 against a loss of (Rs.0.53) crores in 2021-2022. The Impact of Covid 19 has gradually was reducing during the year. Most of the plants of your Company were in operation and utilizing maximum capacity of the same. Your Company managed to sustain standalone sales of Rs.665.90 crores with better gross margin.

Capex and Liquidity

During the year, the Company has spent Rs. 36.68 Crores towards capital expenditure. As on March 31, 2023, the long-term secured financial facility availed by the Company is Rs.81.64 crores.

Material events during the year under review

I. Scheme of Merger/Amalgamation:

During the year under review, the Scheme of Amalgamation and Arrangement of Dhanuka Laboratories Limited (''Transferor Company'') with and into Orchid Pharma Limited ('' Transferee Company'') and their respective shareholders and creditors (''Scheme'') in compliance with Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 was not approved by NCLT, Chennai. The implementation of the aforesaid Scheme, which is subject to the approval of Shareholders and other statutory authorities would inter-alia enable both the Transferor and Transferee Companies to realize benefit of greater synergies between their businesses, achieve wider product offerings and geographical footprints, consolidate operations thereby leveraging the capability of the amalgamated company, yield beneficial results and pool financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximising value to their Shareholders and the stakeholders and aid in achieving economies of scale.

The Company had submitted applications to the NSE and BSE towards the aforesaid Scheme and had received the ''observation letters'' for no objection from NSE on March 29, 2022 and BSE on March 30, 2022. Further, a joint application on behalf of our Company and the Transferor Company was filed for the approval of the Scheme before the NCLT which was rejected on the ground that there was a mismatch between the liability amounts in the provisional balance sheet of our Company, the financial position averred in the joint application submitted to the NCLT and the chartered accountant certificate produced before the NCLT.

Our Company had filed an appeal before the NCLAT dated December 05, 2022 against the impugned order of the NCLT, however the said appeal has been withdrawn by our Company and NCLAT vide its order dated January 05, 2023 dismissed the appeal as withdrawn. The Company has decided to defer this Proposed Scheme of Amalgamation for business reasons. The Company may refile in future, as appropriate after taking necessary approvals. The scheme was withdrawn by both the Companies.

II. Sale of Non-Core Assets:

During the year, the Company has completed its target of selling Non-core assets. One of the remaining Non- core assets Orchid Tower was sold for Rs. 52.50 Crores and funds were utilized to repay the term loan.

III. Raising of Funds through Qualified Institutional Placement:

The Board of Directors of the Company at its meeting held on December 01, 2022 approved raising of funds for an amount not exceeding Rs. 500 Crores through Qualified Institutional Placement route. The Shareholders'' of the Company passed Special Resolution at the extra-Ordinary General meeting held on December 29, 2022 to approve the raising of funds through QIP.

The Company submitted Preliminary Placement Documents and Placement Document to National Stock Exchange of India Limited and BSE Limited ("Stock Exchanges”) on June 22, 2023 and June 27, 2023 respectively. Upon receipt of In-Principle approval from the Stock Exchanges on June 22, 2023, the Board of Directors at its meeting held on June 27, 2023 approved the issue and allotment of 9,902,705 Equity Shares of face value '' 10 each to eligible qualified institutional buyers at the issue price of ''403.93 per Equity Share (including a premium of ''393.93 per Equity Share) reflects a discount of ''21.26 (i.e. 5%) on the Floor Price of '' 425.19 per Equity Share, aggregating to '' 4000.00 million, pursuant to the Issue in accordance with the SEBI ICDR Regulations.

Consequently, the Promoter Shareholding in the Company stands decreased from 89.96% to 72.40% whereas the Public shareholding increased from 10.04% to 27.60% w.e.f. June 27, 2023.

IV. Set up a new facility to enable backward integration:

Company''s wholly owned subsidiary in India namely Orchid BioPharma Limited made an application with the Competent

Authority under the Production Linked Incentive (PLI) Scheme for promotion of domestic manufacturing of critical Key Starting Materials (KSMs)/Drug Intermediates (Dls)/ Active Pharmaceutical Ingredients (APIs) in India.

In the matter, IFCI Limited vide its letter bearing reference IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid Bio-Pharma Limited for manufacture of the product ”7 ACA” with a committed capacity of 1000 Metric Ton Per Annum and for a total incentive up to ''6,000 million during the tenure of the scheme i.e., Fiscal 2024 till Fiscal 2029. The Company is in process of setting up a facility in Jammu for manufacturing 7ACA under the PLI Scheme.7ACA is a critical raw material for manufacturing cephalosporins and in-house production of 7ACA under the PLI scheme will enable us to do backward integration, achieve a captive source of supply and better gross margins.

Future Outlook

It is been three years now since the implementation of the approved Resolution plan and your Company is moving in a positive direction. Huge efforts are required still towards rebuilding the organization and taking it to greater heights. In financial terms, the objective of your Company is to lower earnings volatility, strive for higher predictable and calibrated growth and improve Sales and EBITDA margins.

With the new Capacities on Sterile and Oral products coming on line, and backward integration, your company is now poised to be global leader in the Cephalosporin space.

Management Discussion and Analysis report

A report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”)is presented as a separate annexure in this annual report.

Corporate Governance Report and Additional Shareholder''s information

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate issued by M/s VAPN Associate & Co., Practicing Company Secretaries, regarding compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations and a certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority is given in Annexure IV of this Report.

Board Committees

Your Board has constituted the Committees with specific terms of reference as per the requirements of the SEBI Listing Regulations, the Act and other applicable provisions.

The following are the statutory Committees constituted by the Board and they function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee*

*In accordance to the provisions of Section 135 of Companies Act, 2013 read with Rules made thereunder, the Corporate Social Responsibility Committee was constituted on June 19,2023.

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

The Board Committees play a vital role in the effective compliance and governance of the Company in line with their specified and distinct terms of reference and role and responsibilities. The Chairpersons of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

The details of composition of Board and Committees along with changes thereof and their meetings held during the year are given in the Corporate Governance Report which forms integral part of this Report.

Board meetings held during the year

During the year under review, Six (6) meetings of the Board of Directors were held. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 & the relevant rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”). A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations. All the recommendations made by the Committees of the Board including the Audit Committee were accepted and implemented by the Board.

The details of the Board and committee meetings held during the year under review are furnished in the Corporate Governance Report forming part of this Report.

Adequacy of Internal Financial Control System

The Internal Financial Controls of the company encompasses the policies, standard operating procedure manuals, approval/ authorization matrix, circulars/ guidelines, and risk & control

matrices adopted by the company for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, 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 during the process of financial reporting.

The Internal Financial Control over Financial Reporting System are existing and operative, however based on the observations of the auditors, the Company is further strengthening the Internal Financial Control systems over financial reporting.

Regulatory Filings and Approvals

In the generic formulations domain, your company currently holds 05 ANDAs and in the API (Active Pharmaceutical Ingredients) domain, Orchid''s cumulative filings of US DMF stand at 46. The break-up of the total filings is 28 in the Cephalosporin Segment and 18 in NPNC segment. In European market space the cumulative filings of COS (Certificate of Suitability) count remained at 17 (15 approved and 2 under review) which pertains to the cephalosporin segment. In the Japan market, the cumulative filings of JDMFs count remained at 8 all in Cephalosporin segment.

Intellectual Property Rights

The total number of active patent portfolio maintained by Orchid in various national and international patent office''s so far is 21 including Process & New Chemical Entities (NCE). Out of 21 patents, your Company have been granted and hold 17 patents, 4 patent applications are published as of March 31, 2023.

Your Company has a total of 11 trademark registrations in India. Dividend & Reserves

The Board does not recommend any dividend to the shareholders of the Company for the Financial Year ended March 31, 2023 to augment the reserves. Also, no amount has been transferred to the reserves.

Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), as amended, requires the top 1000 listed entities based on market capitalization as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same on the website of the Company and a web link of the policy be disclosed in the Annual Report.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is available on the website of the Company i.e. http://www.orchidpharma.com/downloads/Dividend%20Distrib ution%20policy.pdf

Business Responsibility and Sustainability Reporting (BRSR)

The Company has provided BRSR, in lieu of the Business Responsibility Report, which indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Pursuant to Regulation 34 of the SEBI Listing Regulations mandates the inclusion of the Business Responsibility Report as part of the Annual Report for the top 1000 listed entities based on market capitalization as at the end of immediate previous financial year. Accordingly, the Business Responsibility and Sustainability Reporting (BRSR) forms part of this Annual Report and the same is available on Company''s website at http://www.orchidpharma.com/downloads/annualreports/BRSR %20Report.pdf and the same will be made available by e-mail to any shareholder upon receipt of request.

Employees Stock Option Plan

Company does not have any active employee stock option plan or employee stock option scheme as on March 31, 2023.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

Your Company has seven Subsidiaries, including two step down Subsidiaries namely;

A. Subsidiaries

i. Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment.

ii. Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured.

The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., USA and Orchid Pharma Inc.,/Karalex Pharma LLC, USA.

iii. Diakron Pharmaceuticals Inc., USA

Diakron Pharmaceuticals Inc., USA was engaged in business of cardiovascular drug development.

iv. Orchid Europe Limited, United Kingdom

Your Company''s subsidiary in Europe namely Orchid Europe Limited (OEL) was a wholly owned subsidiary. Post takeover by the new management, the requirement of continuing with this subsidiary by the Board and it was decided to the close it. Consequently, Orchid Europe Limited, a wholly owned subsidiary

has been on dissolved on September 27, 2022.

Accordingly, Orchid Europe ceased to be wholly owned subsidiary of the Company w.e.f. September27,2022.

v. Orchid Pharmaceuticals (South Africa) Proprietary Limited, South Africa

Your Company''s wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Proprietary Limited, was incorporated in the year 2006 mainly to register and market your Company''s products in South Africa. As not much progress has happened so far, the reconstituted Board has decided to windup this entity. The deregistration of this subsidiary has been initiated, approval is awaited as on date.

vi. Orchid Bio-Pharma Limited

Orchid Bio-Pharma limited was incorporated as an Indian Wholly owned Subsidiary ("WoS”) of your Company on March 24, 2022. The main object of the aforesaid WoS is manufacturing of biotech chemicals, intermediates and biotechnology products. The WoS is yet to commence its business operations.

In the matter, IFCI Limited vide its letter bearing reference IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid Bio-Pharma Limited for manufacture of the product "7 ACA” with a committed capacity of 1000 Metric Tonn Per Annum and for a total incentive up to '' 6,000 million during the tenure of the scheme i.e., Fiscal 2024 till Fiscal 2029. The Company is in process of setting up a facility in Jammu for manufacturing 7ACA under the PLI Scheme.7ACA is a critical raw material for manufacturing cephalosporins and in-house production of 7ACA under the PLI scheme will enable us to do backward integration, achieve a captive source of supply and better gross margins.

Further, the Board of Directors of Orchid Bio-Pharma Limited at its meeting held on March 14, 2023 approved the increase of Authorized Share Capital of the Company from Rs. 10,000/-(consisting of 1,000 equity shares of Rs. 10/- each to Rs. 15,00,00,000/- (consisting of 1,50,00,000 equity shares of Rs. 10/-each), subject to approval of the shareholders. Consequently, the Shareholders'' vide its Ordinary Resolution passed at the ExtraOrdinary General Meeting held on March 17, 2023 approved the increase in authorized share capital of the Company.

The Board of Directors of Orchid Bio-Pharma Limited at its meeting held on April 26, 2023, approve the issue and allotment of 1,49,99,000 (One Crore forty nine lakhs ninety nine thousand) equity shares of Rs. 10/- each on Right Issue basis to the Company

Basis the above, the Company holds 1,50,00,000 (One Crore Fifty Lakhs) including the 6 Shares held by Nominee shareholders of the Company. Therefore, the Company hold 100% paid share capital in Orchid Bio-Pharma Limited as on date of this Report.

The Company does not have any material subsidiary as on March 31, 2023.

B. Associate Company

Your Company had initially subscribed to equity shares constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited ("OrBion”) by virtue of which the Company has become an Associate of your Company.

The total shares subscribed by your Company in OrBion as on March 31,2023 is 4,55,00,000 equity shares of Rs.10/- each constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited.

During the year 2022-23 percentage share of loss of your Company in the associates has reduced to (Rs. 2.15) crores from (Rs. 3.52) in the year of 2021-22.

C. Joint Ventures

As on March 31, 2023, your Company does not have any Joint Venture.

Highlights of the performance of subsidiaries and their contribution to the overall performance of the Company during the period under report

During the period under review, the subsidiaries including step down subsidiaries have not contributed much towards the consolidated sales of the Company.

The Board of Directors of the Company at its meeting held on May 22, 2021, had approved the closure/divestment of all subsidiaries including step down subsidiaries due to inoperative/lack of revenue and/or high expenses.

In view of the above, Orchid Europe Limited has ceased to be a wholly owned subsidiary of the Company w.e.f. September 27, 2022.The de-registration of Orchid Pharmaceuticals (South Africa) Proprietary Limited, South Africa has been initiated, approval is awaited as on date.

Further, steps are being taken to close/divest remaining subsidiaries (including step down subsidiaries).

Consolidated Financial Statements

Pursuant to Section 129 (3) of the Companies Act, 2013, the Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed form AOC-1 is given in Annexure-VII & forms part of this report. This statement also provides the details of the performance and financial position of each subsidiary in accordance with Section 136 of the Companies Act, 2013.

Directors and Key Managerial Personnel

As at 31st March 2023, the Board of the Company has seven Directors comprising of Managing Director, one Whole-Time Director, one Non-Executive Director and four Independent Directors (including a woman Director).

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the Financial Year 2022-23:
Sr. No.	Name of Director/key managerial positions (KMP)	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1.	Mr. Arun Kumar Dhanuka	Ceased to be Non-Executive &Non-Independent Director due to his sad demise on January 30, 2023.	January 30, 2023
2.	Ms. Nikita K.	Resigned as Company Secretary and Compliance Officer w.e.f. July 22, 2022 due to personal reasons	July 22, 2022
3.	Ms. Marina Peter	Basis the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Ms. Marina Peter as Company Secretary and Compliance Officer w.e.f November 14, 2022.	November 14, 2022

The Board expresses its heartfelt condolences on untimely demise of Mr. Arun Kumar Dhanuka (Non-Executive &Non-Independent Director) and wishes to put on record its sincere and deep appreciation for his invaluable guidance and contribution during his tenure. The Company immensely benefited from his vision, enriched experience and leadership during his tenure on the Board of the Company.

Director(s) retiring by rotation at the ensuing Annual General Meeting and whether or not they offer themselves for reappointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mridul Dhanuka (DIN: 00199441), retires at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Mridul Dhanuka.

A resolution seeking shareholders'' approval for his reappointment along with brief profile and other required details forms part of the Notice to the ensuing Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any

Annual Return

In accordance with Section 92(3) and section134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, every company shall place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Board''s report. A copy of the Annual return of the Company is available on the website of the Company on http://www.orchidpharma.com/downloads/annualreports/MGT %20-7/MGT-7%202022-23.pdf under the "Investors” section.

Director''s Responsibility Statement

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31, 2023:

1. Mr. Manish Dhanuka Managing Director

2. Mr. Mridul Dhanuka Whole Time Director

3. Mr. Sunil Kumar Gupta Chief Financial Officer

4. Ms. Marina Peter Company Secretary

Declaration of Independence by the Independent Director

All Independent Directors (IDs) have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI Listing Regulations and are independent of the management.

Opinion of the Board

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI Listing Regulations diligently. Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.

and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual accounts for the financial year ended March 31, 2023 on a going concern basis;

(e) The Directors have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Nomination & Remuneration Policy (NRC Policy)

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The objective of this policy is to ensure adequate and proper selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a Director, the NRC takes into account apart from others, Board diversity, person''s eligibility, qualification, skills, expertise, track record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria. Based on recommendation of the NRC, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. In case of re-appointment of any Board member, NRC basis evaluation scores of the concerned Board member pursuant to performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board members. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Policy is available on the website of the Company and the web-link for the same is-

http://www.orchidpharma.com/downloads/Nomination%20and

%20Remuneration%20Policy.pdf

Appointment and Remuneration of Non- Executive Directors

Non-Executive Directors are entitled to receive sitting fees for attending the meetings of the Board or Committee thereof, as approved by the Board and within the overall limits prescribed under the Companies Act, 2013 and rules thereunder.

The Criteria for determining independence of a director are based on the academic accomplishments, qualifications, expertise and experience in the irrespective fields, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation.

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and in accordance with Regulations 16(1) (b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board after taking these declaration/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and independent of the Management. All the Independent Directors have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and whoever be required to qualify the online proficiency self-assessment test will be complied in due course of time.

Related Party Transaction Policy

Your Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, in order to ensure proper reporting and approval of transactions with related parties. All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The Policy is available on the website of Company and the web-link for the same is- http://www.orchidpharma.com/downloads/RPT.pdf

All the transactions entered with the related parties were in ordinary course of business and on arm''s length basis.

The details of ''material'' contracts or arrangements or transactions and in form AOC-2 is given in Annexure VIII to this report.

Corporate Social Responsibility (CSR)

As per Audited Annual Financial Results of the Company for the financial year ended March 31, 2023, the Company meet the thresholds as prescribed under Section 135 (1) of the Companies Act, 2013 and constituted the CSR Committee vide its Board resolution dated June 19, 2023. Board of the Company has approved the CSR policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities which has been approved by the Board and the same is available on the website of the Company and the web- link for the same is-http://www.orchidpharma.com/downloads/Orchid%20CSR%20 Policy-approved.pdf

Since the Company did not have any profits for the last three financial years, your company is not mandatorily required to contribute towards CSR activities.

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

Except otherwise stated herein in this Report, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year March 31, 2023 and till the date of this Report.

Conservation of Energy

Your Company has always been striving in the field of energy conservation. The management has been highly conscious of the importance of conservation of energy at all operational levels and efforts are made in this direction on a continuous basis. With the available limited resources, certain measures to conserve energy and to reduce associated costs were taken in a small way during the fiscal under review. The particulars in respect to conservation of energy as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure I to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure II to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 are given in Annexure III to this report.

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company

The details and the process of Risk Management as were existing and implemented in the Company are provided as part of Management Discussion and Analysis, which forms part of this Report.

The Board of Directors of the Company has constituted a Risk Management Committee, responsible to manage uncertainties through identification, analysis, assessment, implementing, monitoring and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary, to reduce the impact of risks to the business. The Risk Management Committee''s role is aligned to the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulatory requirements. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

Annual Evaluation of Board, its Committees and individual Directors

In terms of provisions of the Companies Act, 2013and Regulation 17(10) read with Regulation 25(4) of SEBI Listing Regulations, the Board required to conduct an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees through questionnaire designed with qualitative parameters and feedback based on ratings.

In view of the above, the Board carried out an annual performance evaluation of its own performance, the Directors individually, the Chairman of the Board and its Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The performance evaluation has been done by the entire Board of Directors, excluding the Director being evaluated. Various evaluation techniques are used to assess the performance of the Directors. The Directors have participated in this evaluation process. The Independent Directors in their separate meeting have also evaluated the performance of the Chairman of the Company, NonIndependent Directors and the Board as a whole. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their participation and contribution, objective judgment etc. The Chairman was also evaluated based on the key aspects of his role.

Change in the Nature of Business

There is no change in the nature of business carried on by your company during the financial year ended March 31, 2023. However, Company has received approval for manufacturing 1000MT per annual of 7ACA in its wholly owned subsidiary Orchid Bio-Pharma Limited. 7ACA is one of the key raw material of the company.

Change of Registered Office Address of the Company

Post end of the financial year March 31, 2023, the Board of Directors at its meeting held on July 12, 2023, approved shifting of the registered office of the Company from "Orchid Towers” 313 -Valluvar Kottam High Road, Nungambakkam Chennai - 600034 to Plot Nos. 121-128, 128A-133, 138-151, 159-164, SIDCO Industrial Estate, Alathur, Chengalpattu District-603110, Tamil Nadu, India. A resolution for seeking members'' approval for this will be placed at the upcoming AGM.

Details regarding deposits, covered under Chapter V of the Act

During the Financial Year 2022-23, your company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013read with the Companies (Acceptance of Deposits), Rules 2014 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There have been no significant nor material orders passed by the

and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, 2023.A declaration to this effect, duly signed by Managing Director, is annexed and forms part of this Annual Report.

Copy of the Code is also available on the website of the Company at http://www.orchidpharma.com/downloads/codeofconduct/Cod e%20of%20Conduct%20on%20Prevention%20of%20Insider% 20Trading%20Regulations.pdf

Further details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

Environment

Environment management is the prime concern in Orchid Pharma Limited. Orchid has employed a state-of-the-art technology, zero liquid trade effluent treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprising Membrane Bio Reactor, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallization plant to treat the entire trade effluent and recycle back into the utility process.

Waste Water Treatment

Low TDS effluent is collected, equalized and neutralized into neutral pH and treated aerobically by Membrane Bio Reactor process comprising of aeropac equipped with jet aeration system made up of Glass Fibre Reinforced Plastic / Original Hydrodynamic Aerators & Ultrafiltration System loaded with ceramic membrane (aluminum zirconium). The permeate from ultrafiltration passes through reverse osmosis to separate inorganic salts. The permeate of reverse osmosis is utilized in the cooling towers as make up water. The reject from the reverse osmosis plant is mixed with high total dissolved solids effluent for further treatment. The excess bio mass from the aerobic system is centrifuged and sent to bio composting process to convert into useful manure.

High TDS effluent is collected and neutralized into neutral PH. This effluent is sent to Mechanical Evaporators (Single stage, three stage and five stage) to concentrate the salts to the level of 35%. Heat energy is recovered during the process of evaporating the effluent and the recovered heat energy is utilized to reduce the energy consumption. The concentrate from the evaporators are sent to Agitated Thin Film Dryers (ATFD) where it gets dried and the dried salt is collected at the bottom of ATFD. The collected salt is bagged, stored in protected storage sheds and disposed at Government approved Treatment Storage & Disposal Facility (TSDF).

Waste Air Treatment

The major emissions from the unit is from the boiler, power plant,

regulators or courts or tribunals impacting the going concern status and Company''s operations.

Vigil Mechanism/Whistle Blower Policy

Your Company has established a vigil mechanism under Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation which enables the Directors & the Employees report genuine concerns. The Company encourages its employees who have concerns about unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization, to come forward and express their concerns without fear of punishment or unfair treatment.

The Policy is available on the website of the Company and the web link for the same is- http://www.orchidpharma.com/downlo ads/Policy%20on%20%20Whistle%20Blower.pdf

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

Policy for determining material subsidiaries

Your Company has framed a Policy for determining material subsidiaries in compliance with Regulation 16 (1) (c) of the Listing Regulations, 2015, in order to determine the material subsidiaries of the Company and the same is available at the website of the Company and the web link for the same is- http://www.orchid pharma.com/downloads/Policy%20for%20determining%20mat erial%20subsidiaries.pdf

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

The details pertaining to captioned header are disclosed in the Corporate Governance Report which forms part of this Report.

Code of Conduct on Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors production process and powder processing area.

Process Scrubbers: Orchid installed process scrubbers in all production blocks to treat the waste air generated from process reactors.

Vent Gas Condensation: Orchid installed vent gas condensation system for fugitive emissions from the storage tanks of solvents and secondary condensers of solvent recovery area to control the fugitive emissions.

Reverse Jet Ventury Filter: Orchid installed reverse jet ventury filter to control the dust emission during the powder processing of bulk drugs.

Adequate Stack Height: Adequate stack heights are provided for Steam Boiler and Power Plant for better dispersion.

Electro Static Precipitator (ESP): ESP is provided at the boiler emission to control the particulate matter.

Ambient Air Quality and Stack Emission Monitoring: Ambient air quality and stack emission monitoring is being carried out round the clock to check the emission level in the atmosphere.

Hazardous waste Management

Hazardous wastes are collected and stored in protected storage shed and disposed into the approved landfill sites / authorized recyclers.

Bio composting

Bio sludge generated from the biological process of effluent treatment are converted into useful compost.

World Environment Day Celebration

World Environment Day was celebrated on 6th June 2022 by planting trees with in our factory premises to create awareness on environment among employees.

Safety

Orchid is highly committed to Safety, Health and Environment aspects. There is no compromise on critical needs of safety. This has been possible because of committed Line Management, dedicated Safety Professionals and relentless Leadership direction. Central Safety Committee (CSC), the apex committee of the organization have ensured that risks have been contained to keep us free from any major incident. Orchid strongly believes that human behaviour plays key role in safety management. To reinforce that Safety observation & Audit (SOA) - Lead indicator, become key focus area always in our Central Safety Committee meetings. CSC continues to meet every month review critical concerns on Safety and also provides directions to minimize the risks at all levels.

Process Safety is of paramount importance for any Chemical and Pharmaceutical organization, therefore, we have built a strong Process safety culture at Orchid over the years. The company also realized the need of effective safety communication in culture

building activity / exercise. This is backed up by periodical safety talks, Safety Posters and Interactive discussions. Several safety-related initiatives, awareness campaigns were conducted to promote a "zero incidents” mindset among employees. These efforts resulted in behavioral change, making FY 2022-23 a zero-reportable-incidents year. By applying risk assessment like Hazop study, Pre startup safety review, Job safety Analysis, technologies at work on chemicals and process, we ensured that highest workplace safety standards were implemented across the manufacturing value chain.

Orchid also believes continuous learning is the critical element in Safety Management. Hence, various training programs have been conducted in the year 2022-23 to reinforce the safe behaviour and also to enhance the necessary skills to perform the job safely. We organized close to 6600 man hours of training for our employees across 90 sessions covering Chemical safety- SDS, Work Permit System, Fire prevention and mitigation, Emergency preparedness, First aid and Process Safety Management. As a part of our commitment to enhance employee awareness on EHS-related matters, several awareness campaigns and safety exhibition were held around National Safety Week, Fire Services Week, World Health Day. The company exhibits various safety modules at state level exhibition conducted by Tamil Nadu Government. Also conducting safety awareness program to the nearby community and educational sectors as a part of Corporate Social Responsibility.

Emergency response planning are critical component of our EHS management system. We have a well-trained emergency response team (ERT) and advanced fire protection systems to respond quickly to emergencies. During the year, several EHS training workshops were held to augment the ERT''s efficiency to ensure swift response during any emergency.

Particulars of Employees and Remuneration

The Information as required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure V to this report. The information as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per First proviso to Section 136(1) of the Companies Act, 2013 and Second proviso to Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the Statement of Particulars of Employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at [e-mail].

Remuneration paid to Executive Directors

During the year under review, remuneration received by Shri Manish Dhanuka, Managing Director and Shri Mridul Dhanuka, Whole time Director of your Company for the financial year ended

March 31, 2023 is as under: (Amoutn in Rupees)
Name and Designation of the Director	Salary &Perquisites	Bonus	Commission payable	Others	Total
Shri Manish Dhanuka Managing Director	80,50,503.00	10,000.00	37,50,000.00	Nil	1,18,10,503.00
Shri Mridul Dhanuka Whole Time Director	80,50,503.00	10,000.00	37,50,000.00	Nil	1,18,10,503.00

Special resolution seeking approval of members for remuneration to be paid to the MD and WTD for remaining tenure of their appointment will be placed at the ensuing AGM in terms of Schedule V of the Companies Act, 2013.

Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are provided in the Note no. 6&15 to Standalone financial statements for the financial year 2022-2023.

Listing on Stock Exchanges

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).The annual listing fees for the year 2023-24 have been paid to both the Stock Exchanges.

Transfer of Shares to the Investor Education and Protection Fund (IEPF)

The details pertaining to the transfer of shares to the Investor Education and Protection Fund during the reporting period are disclosed in the Corporate Governance report annexed to this report.

Suspension of Trading

The Securities of the Company were not suspended from trading during the year under review. With effect from November 15, 2021, total outstanding 14,803 Global Depository Receipts of the Company were delisted from London stock exchange and Luxembourg stock exchange.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

Not Applicable to the company.

The details of difference between amount of the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable to the company.

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s Singhi & Co., Chartered Accountants,(Firm Registration

No. 004915S),were appointed as our Company''s Statutory Auditors pursuant to a resolution adopted by our Shareholders at the AGM held on July 15, 2022 for a period of five years, from Fiscal 2023 to 2027. The Audited Consolidated Financial Statements have been prepared in accordance with the Companies Act, 2013.

The financial statement for Fiscal 2023 have been audited by M/s Singhi & Co., Chartered Accountants, and the financial statements for Fiscal 2022 and 2021 were audited by our previous statutory auditors, M/s. CNGSN & Associates LLP who were appointed for a period of five years from Fiscal 2017 to Fiscal 2022.

Auditors'' Report

The Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023. Auditors Report on Standalone Financial Statement is with un-modified opinion and Auditor Report on Consolidated Financial Statement is with modified opinion. The detailed report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2022-23.

Details of Fraud Reportable by Auditor

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s S Dhanapal & Associates (Practicing Company Secretaries) to conduct the Secretarial audit of your Company for the Financial Year 2022-2023. The Secretarial Audit Report in form MR-3 is forming part of this Annual Report (Annexure VI).

Basis the recommendation of the Audit Committee, the Board has re-appointed M/s S Dhanapal & Associates LLP (Practicing Company Secretaries), as Secretarial Auditors of the Company for the Financial Year 2023-24.

Explanation to the Audit qualifications:

The explanation to the Audit Qualifications for the financial year ended March 31,2023 are given in Annexure IX to this report.

In terms of Regulation 24A of the SEBI Listing Regulations, there

In terms of Regulation 24A of the SEBI Listing Regulations, there is no material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of this Regulation is a subsidiary whose income/net worth exceeds 10 per cent of the consolidated income/net worth respectively of the Company and its Subsidiaries in the immediately preceding accounting year. Hence, there is no requirement for a Secretarial audit to be conducted for any of the Company''s Subsidiaries in India.

Annual Secretarial Compliance Report

In terms of Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 202223 has been filed with Stock Exchanges and the same is available on the website of the Company at http://www.orchidpharma.com /downloads/Annual%20Secretarial%20Compliance%20Reports/ ORCHPHARMAANNUALSECRETARIALREPORT2023.pdf

Compliance with the provisions of Secretarial Standards Issued by Institute of Company Secretaries of India

The Company has deployed proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed Shri J Karthikeyan as Cost Auditor for the Financial Year 2022- 23, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations. The cost audit report for the Financial Year 2022-2023 will be filed with the Central Government within the stipulated timeline.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company maintains the Cost Audit records in respect of its pharmaceutical business. The Board, at its meeting held on May 10,2023, on the recommendation of the Audit Committee, has appointed Shri J Karthikeyan, Cost Accountant, Chennai (Membership No.29934 & Firm Reg. No.102695) to conduct the audit of the cost accounting records of the Company for financial year2023-2024ataremunerationofRs.2,50,000/-(Rupees Two Lakhs and Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses. A certificate from the Cost Auditors, certifying his independence and arm''s length relationship has been received by the Company.

As per provisions of Section148of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Shri J Karthikeyan, Cost Accountants is included in the notice convening the AGM.

Other disclosures

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• The issue of shares to the employees of the Company under any scheme (sweat equity or stock options)

• There is no change in the Share Capital structure during the year under review*.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

• There was no revision in the financial statements

*The Board of Directors at its meeting held on June 27, 2023, approved the allotment of 99,02,705 Equity Shares on Qualified Institutional Placement basis in accordance to the SEBI (Issue of Capital and Disclosure Requirement) Regulations read with applicable provisions of Companies Act 2013. Pursuant to the said allotment of Equity Shares, the paid-up equity share capital of the Company stands increased from '' 408,164,000 comprising of 40,816,400 Equity Shares to '' 50,71,91,050 comprising of 5,07,19,105 Equity Shares as on date of this report.

Acknowledgements

The Board is grateful and thankful to all the Banks, Financial Institutions both in public sector and in private sector who have fully supported your Company''s initiatives. The Board is grateful to the Central and State Government and the Central Drugs Standard Control Organization and State Food Safety and Drugs Administration (State FDAs) for their continued support to the Company''s business plans. The Board places on record their appreciation of the support provided by the Employees, customers, suppliers, service providers, medical fraternity and business partners.

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Mar 31, 2022

Your Board of Directors have pleasure in presenting the Twenty Ninth (29^th) Board''s Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2022.

Financial summary / Performance /State of Company''s affairs

The Highlights of the standalone and consolidated financial results for the Financial Year 2021-2022 as per the IND AS are given below:-

(Rs. in Crores)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
Sales & Operating Income	556.97	450.70	559.56	450.06
Other Income	9.00	6.46	9.00	15.21
Total Expenditure	499.72	392.79	509.95	400.27
Gross Profit /(Loss)	66.26	64.36	58.61	65.00
Interest & Finance Charges	32.01	51.34	32.01	51.34
Gross Profit after Interest but before Depreciation and Taxation	34.25	13.03	26.60	13.67
Depreciation	87.02	108.90	87.02	108.92
Profit / (Loss) before Tax and extraordinary items	(52.77)	(95.87)	(60.42)	(95.25)
Exceptional items - [Income / (Expenditure)]	-	-	-	-
Profit / (Loss) Before Tax	(52.77)	(95.87)	(60.42)	(95.25)
Current & Deferred Tax	-	-	-	-
Profit /(Loss) after Tax - Continuing Operations	(52.77)	(95.87)	(60.42)	(95.25)
Profit / Loss from discontinued operations after tax	47.96	(21.28)	58.47	(21.28)
Loss for the year	(4.81)	(117.15)	(1.95)	(116.53)
Re-measurement of post-employment benefit obligations	1.46	0.60	1.46	0.60
Gain /(Loss) on fair valuation of the Investments	(0.04)	0.07	(0.04)	0.07
Comprehensive Loss for the Year	(3.38)	(116.49)	(0.53)	(115.87)

Business segments

Your Company operates in one business segment viz., pharmaceuticals in which the Company drives its sales through Active Pharmaceutical Ingredients (APIs). The Company has a strong pipeline of products in Cephalosporins to cater to the need of various international markets. The Company has a strong global presence with a wide customer base. The Company''s manufacturing facilities have the capabilities to manufacture various APIs by unique techniques / emerging Technologies, in which different kind chemical reactions are involved like alkylation, amidation, esterification, Halogenations, Mesylation reaction, Witting reactions, Ring expansion reactions, protection/deprotection reaction, Enzymatic reaction etc. Orchid Pharma''s key focus area comprise of developing New Chemical Entities, New Drug applications, adding 5th generation Oral & Sterile cephalosporin human/veterinary drugs with our world class manufacturing facility , strong intellectual property team having expertise and experience in chemistry, analytical techniques, dosage forms and global patent law.

Standalone Financials

During the financial year 2021-2022, your Company achieved a turnover and operating income of Rs. 556. 97 crores against Rs. 450.70 crores in 2020-2021. The Gross Profit before interest, depreciation and taxes during the year stood at Rs.66.26 crores against a Gross Profit of Rs.64.36 crores in 2020- 2021. After providing for interest expense, depreciation, exceptional item, the Loss before tax of the Company for the year was Rs. 52.77 Crores against Rs. 95.87 crores in 2020- 2021. The Comprehensive Loss stood at Rs.3.38 crores during 2021-2022 against Rs. 116.49 crores in 2020-2021.

Consolidated Financials

During the financial year 2021-2022, your Company achieved a turnover and operating income of Rs. 559.56 crores as against Rs. 450.06 crores in 2020- 2021. The Gross Profit before interest, depreciation and taxes during the year stood at Rs. 58.61 crores against a Gross Profit of Rs. 65.00 crores in 2020- 2021. After providing for interest expense, depreciation, exceptional item, the Loss before tax of the Company for the year was Rs. 60.42 Crores against a loss of Rs. 95.25 crores in 2020-2021. The Comprehensive Loss stood at Rs. 0.53 crores during 2021-22 against a loss of Rs.115.87 crores in 2020-2021. You will appreciate that despite of lock down across the country due to Covid 19 pandemic, most of the plants of your Company were in operation and utilizing maximum capacity of the same and your Company managed to sustain standalone sales of Rs.556.97 crores but could not achieve gross margins due to the reduced turnover.

Capex and liquidity

During the year, the Company has spent Rs. 38.00 lakhs on Plant & Equipment, etc., largely towards balancing facilities and essential sustenance capital items. As on March 31, 2022, the long-term secured financial facility availed by the Company is Rs. 147.78 crores.

Material events during the year under review

Scheme of Amalgamation and Arrangement of Dhanuka Laboratories Limited with Orchid Pharma Limited.

During the year under review, the Scheme of Amalgamation and Arrangement of Dhanuka Laboratories Limited (''Transferor Company'') with and into Orchid Pharma Limited ('' Transferee Company'') and their respective shareholders and creditors (''Scheme'') in compliance with Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 ("the Act”) as reviewed and recommended by the Audit Committee and the Independent Directors was approved by the Board. The implementation of the aforesaid Scheme, which is

subject to the approval of Shareholders and other Statutory authorities would inter-alia enable both the transferor and transferee Companies to realize benefit of greater synergies between their businesses, achieve wider product offerings and geographical footprints, consolidate operations thereby leveraging the capability of the Amalgamated company, yield beneficial results and pool financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximizing value to their Shareholders and the Stakeholders and aid in achieving economies of scale. The Company had submitted applications to the National Stock Exchange of India Limited ("NSE”) and BSE Limited ("BSE”) towards the aforesaid Scheme and has received the "No Objection certificates” from NSE on March 29, 2022 and BSE on March 30, 2022. Further, the First motion application towards the aforesaid Scheme has been submitted to the National Company Law Tribunal and the approval is awaited.

Future Outlook

It is been more than two years now since the implementation of the approved Resolution plan and your Company is moving in the positive direction. Huge efforts are required still towards rebuilding the organization and taking it to greater heights. In financial terms, the objective of your Company is to lower earnings volatility, strive for higher predictable and calibrated growth and improve Sales, EBITDA margin and reduce debt. The target is to stay cash flow positive and expand earnings year-on-year. Your Company is striving hard to reverse the direction of the downward curve by ramping up businesses and achieve sizeable growth. The greatest challenge your Company is facing is to achieve growth and profit margins, inspite of the COVID 19 pandemic situation which has resulted in a significant reduction in Anti-Biotics demand across the world. The Board and the Management of your Company are committed and will put in their best efforts to turnaround your Company with optimum cost structure.

Management Discussion and Analysis report

A report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations” is provided as a separate annexure in the annual report.

Corporate Governance Report and Additional Shareholder''s information

A report on the Corporate Governance systems and practices of your Company along with a certificate of compliance from the Practising Company Secretary is given in Annexure IV which forms part of this report.

Board Committees

The details pertaining to the Audit Committee and other Committees of the Board are provided in the Corporate Governance section forming part of this report. All the recommendations made by the Committees of the Board including the Audit Committee were accepted and implemented by the Board. During the year under review, there was no change in the composition of any of the committees.

Adequacy of Internal Financial Control System

The Internal Financial Control over Financial Reporting System are existing and operative, however based on the observations of the auditors, the Company is further strengthening the Internal Financial Control systems over financial reporting.

Regulatory Filings and Approvals

In the generic formulations domain, the existing approval of 11 ANDAs in Cephalosporins segment have been transferred to Bion Pharma Inc ("Bion”) out of which 6 ANDA''s are withdrawn and 5 ANDA''s are retained with Bion. In the API (Active Pharmaceutical Ingredients) domain, Orchid''s cumulative filings of US DMF stand at 46. The break-up of the total filings is 28 in the Cephalosporin Segment and 18 in NPNC segment. In European market space the cumulative filings of COS (Certificate of Suitability) count remained at 17 (15 approved and 2 under review) which pertains to the cephalosporin segment. In the Japan market, the cumulative filings of JDMFs count remained at 8 all in Cephalosporin segment.

Intellectual Property Rights

The total number of active patent portfolio maintained by Orchid in various national and international patent offices so far is 29 including Process & New Chemical Entities (NCE). Out of 29 patents, 19 patents have been granted, 8 patent applications are published and 2 patent applications filed as of March 31, 2022.

Dividend & Reserves

In view of the net loss incurred during the financial year ended March 31, 2022, the Board does not recommend any dividend to the shareholders of the Company. Also, no amount has been transferred to the reserves.

Export Excellence Awards

During the year under review, your Company''s Active Pharmaceuticals Ingredients (API) manufacturing Unit, Alathur and Finished Dosage Formulations (FDF) manufacturing Unit, Irungattukottai (IKKT) were chosen for

the Export Excellence Awards by the Ministry of Commerce & Industry, Government of India based on the criteria enumerated below and performance of your Company during the financial years 2016-2017 to 2019-2020.

Year of award	Criteria & Position
2016-2017	API Unit, Alathur-Exports 2nd place Highest Exports in Pharmaceutical, Plastic & Rubber, Chemical & Allied Sector (Category: Above Rs.50 Crores)
2017-2018	API Unit, Alathur-Exports 1st place Highest Exports in Pharmaceutical, Plastic & Rubber, Chemical & Allied Sector (Category: Above Rs.50 Crores)
2018-2019	Orchid Healthcare Unit-II 1st place Highest Exports in Chemicals, Plastics & Rubber, Pharmaceuticals & Drugs (Category: Above Rs.10 Crores below Rs.50 Crores)
2018-2019	API Unit, Alathur 2nd place Highest Employment in Chemicals, Plastics & Rubber, Pharmaceuticals & Drugs
2018-2019	API Unit, Alathur-Exports 2nd place Highest Exports in Chemicals, Plastics & Rubber, Pharmaceuticals & Drugs (Category: Above Rs.50 Crores)
2019-2020	API Unit, Alathur-Exports 2nd place Highest Exports in Chemicals, Plastics & Rubber, Pharmaceuticals & Drugs (Category: Above Rs.50 Crores)

Dividend Distribution Policy

Regulation 43A of the Listing Regulation, as amended, requires the top 1000 listed entities, computed based on market capitalization as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same on the website of the Company and a web link of the policy be disclosed in the Annual Report.

The Board of Directors of the Company has adopted a Dividend Distribution Policy which aims to ensure fairness, sustainability and consistency in distributing profits to the

Shareholders. The Policy is available on the website of the Company i.e., www.orchidpharma.com/downloads/Dividend% 20Distribution%20policy.pdf

Business Responsibility Reporting

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives undertaken by the Company from an environment, social and governance perspective is given in Annexure X which forms part of this report.

Employees Stock Option Plan

The Employee stock options plans namely a) ORCHID ESOP 2010,

b) ORCHID ESOP - DIRECTORS 2011 and c) Orchid ESOP - Senior Management 2011 have all lapsed quite a few years ago. Moreover, these schemes are no longer a desirable and viable employee benefit; all the above three ESOP Schemes have become infructuous and hence have been terminated.

Subsidiaries & Step down Subsidiaries Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment. The current Bexel IP portfolio is being maintained by Global IP Unit of your Company.

Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured. The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., and Orchid Pharma Inc., in the US. Orgenus Pharma Inc., is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA and handling of logistics and product importation into the US as the Importer of Record for the US Customs. Orchid Pharma Inc., is the commercial entity that started direct marketing and selling your Company''s products in the US generics market place. Orchid Pharma Inc., has established a strong corporate image for your Company in the US.

Diakron Pharmaceuticals Inc., USA

Orchid''s stake in Diakron has been a part of the original transaction which includes direct investment and Master Services Agreement (MSA). Though your Company has completed most of its MSA obligations to develop and supply clinical quantities of API and extended release formulation a sizeable outstanding liabilities is still in its Books. A proper evaluation of cost and benefit would be done for revival and funding.

Orchid Europe Limited, United Kingdom

Your Company''s subsidiary in Europe namely Orchid Europe Limited (OEL) is a wholly owned subsidiary which provides liaising support to the parent Company and its customers in Regulatory, Pharma covigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe.

Orchid Pharmaceuticals (South Africa) Proprietary Limited, South Africa

Your Company''s wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Proprietary Limited, was incorporated in the year 2006 mainly to register and market your Company''s products in South Africa. As not much progress has happened so far, the Board of your company has decided to wind up this entity.

Associate

During the year under review, your Company had subscribed to equity shares constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited ("OrBion”) by virtue of which the Company has become an Associate of your Company. The total shares subscribed by your Company in OrBion as on March 31,2022 is 4,55,00,000 equity shares of Rs.10/- each constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited.

Orchid Bio-Pharma Limited

Orchid Bio-Pharma limited was incorporated as Indian Wholly owned Subsidiary ("WoS”) of your Company on March 24, 2022. The main object of the aforesaid WoS is manufacturing of biotech chemicals, intermediates and biotechnology products. The WoS is yet to commence its business operations.

There are no Companies / Bodies Corporate which have ceased to be subsidiary / Joint Venture / Associate during the financial year 2021-2022. The Company did not have any material subsidiary as on March 31, 2022.

Highlights of the performance of Subsidiaries & Associate their contribution to the overall performance of the Company during the period under report

One of the Subsidiary Companies contributed 1.89 % of the consolidated sales of the Company. The Company accesses the US market through this subsidiary and expects reasonable growth in the US market in the years to come either through its wholly owned subsidiary or directly. The R&D subsidiaries of the Company were used for carrying out Research & Development of selected molecules, having good potential. Your Company has a subsidiary for holding Product registrations and approvals in Europe. The Board and Management is reviewing the operations of all the subsidiaries and representative offices of your Company and would take appropriate steps for either the revival of its businesses based on cost-benefit analysis or their closure to save costs.

For the Financial Year ended March 31, 2022, OrBion Pharmaceuticals Private Limited, Associate of your company had registered a net income of Rs. 2050.42 Lakhs with net loss of Rs. 1354.87 Lakhs.

Consolidated financial statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries. Further, a statement containing the salient features of the financial statements of the Subsidiaries and Associate of the Company in the prescribed form AOC-1 is given in Annexure-VII & forms part of this report. This statement also provides the details of the performance and financial position of each subsidiary in accordance with Section 136 of the Companies Act, 2013.

Directors and Key Managerial Personnel

As at 31^st March 2022, the Board of your Company comprised of eight Directors of which 4 (four) are independent. There was no change in the Directors and Key Managerial Personnel during the financial year 2021-2022.

Names of the Directors retiring by rotation at the ensuing Annual General Meeting and whether or not they offer themselves for re-appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Ram Gopal Agarwal (DIN:00627386), Chairman and Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Shri Ram Gopal Agarwal.

Extract of Annual Return

In accordance with Section 92(3) of the Companies Act, 2013, every company shall place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Board''s report. A copy of the Annual return of the Company is available on the website of the Company and can be accessed at the following web-link: http://orchidpharma.com/downloads/annualreports

Board meetings held during the year

During the year under review, Seven (7) meetings of the Board of Directors were held. The Board Meetings were held in accordance with the provisions of the Companies Act, 2013 & the relevant rules made there under and the Listing Regulations. The details of the Board and committee meetings held are furnished in the Corporate Governance Report forming part of this report.

Director''s Responsibility Statement

Pursuant to the provisions contained in Section 134 (3) (c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year ended March 31, 2022 and of the profit and loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company, and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual accounts for the financial year ended March 31, 2022 on a going concern basis;

e) The Directors have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Nomination & Remuneration policy

This Policy lays down standards with respect to the appointment, remuneration and evaluation of Senior Management Personnel, Directors and Key Managerial Personnel of the Company. The Policy is available on the website of the Company and the web-link for the same is www.orchidpharma.com/downloads/NOMINATION_AND_REMUN ERATION_POLICY.pdf

Appointment and Remuneration of Non- Executive Directors

Non-Executive Directors are entitled to receive sitting fees for attending the meetings of the Board or Committee thereof, as approved by the Board and within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder.

The Criteria for determining independence of a director are based on the academic accomplishments, qualifications, expertise and experience in their respective Felds, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation.

The Company has received the necessary declarations from each Independent Director in accordance with Section 149 (7) of the Act confirming that he/she meets the criteria of independence as laid out in Section 149 (6) of the Act and in accordance with Regulations 16 (1) (b) and 25 (8) of the Listing Regulations, 2015.

Further, the Board after taking these declarations/ disclosures

on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are independent of the Management. All the Independent Directors have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and whoever be required to qualify the online proficiency self-assessment test will be complied in due course of time, if any.

Opinion of the Board

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

Related Party Transaction Policy

Your Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act 2013 and Regulation 23 of the Listing Regulations in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the website of the Company and the web-link for the same is www.orchidpharma.com/ downloads/Policv%20on%20materialitv%20and%20dealing %20with%20Related%20Party%20Transactions.pdf. All the transactions entered with the related parties were in ordinary course of business and on arm''s length basis except for the purchase of land and buildings from M/s. Dhanuka Laboratories Limited and M/s. Synmedic Laboratories Limited which were not in the ordinary course of business.

Justification for entering into contracts / arrangements with related parties which are not in the ordinary course of business

The purchase of land and buildings from M/s. Dhanuka Laboratories Limited and M/s. Synmedic Laboratories Limited which was at arm''s length and not in the ordinary course of business of the Company was aimed at enhancing the operational efficiency of your Company and maximizing the Shareholder''s value. The aforesaid transactions is in the best interest of the Company. The Audit committee of the Board had reviewed the aforesaid transactions including the valuation reports and the transaction was effected with the approval of the Board of Directors and Prior approval of the Shareholders of the Company. The details of ''material'' contracts or arrangements or transactions in form AOC-2 is given in Annexure VIII to this report.

Corporate Social Responsibility (CSR)

Your Company does not meet the thresholds as prescribed under Section 135 (1) of the Companies Act, 2013 and hence the constitution of the CSR Committee is not applicable. However,

the erstwhile Board of the Company has approved the CSR policy and the same is available on the website of the Company and the web- link for the same is www.orchidpharma.com/ downloads/CSR-POLICY.pdf

Since the Company did not have any profits for the last three financial years, your company is not mandatorily required to contribute towards CSR activities.

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

Except otherwise stated herein in this Report, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year March 31, 2022 and till the date of this Report.

Conservation of Energy

Your Company has always been striving in the field of energy conservation. With the available limited resources, certain measures to conserve energy and to reduce associated costs were taken in a small way during the fiscal under review. The particulars in respect to conservation of energy as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure I to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure II to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 are given in Annexure III to this report.

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company

The details and the process of Risk Management as were existing and implemented in the Company are provided as part of Management Discussion and Analysis, which forms part of this report.

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and the Listing Regulations. The details of the aforesaid Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report

The Company has a risk management mechanism in place to manage uncertainties through identification, analysis, assessment, implementing and monitoring measures to reduce the impact of risks to the business which is discussed in detail in the Management Discussion and Analysis section of this Annual

The Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Environment

Environment management is the prime concern in Orchid Pharma Limited. Orchid has employed a state-of-the-art technology, zero liquid trade effluent treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprising Membrane Bio Reactor, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallization plant to treat the entire trade effluent and recycle back into the utility process.

Waste Water Treatment

Low TDS effluent is collected, equalized and neutralized into neutral pH and treated aerobically by Membrane Bio Reactor process comprising of aeropac equipped with jet aeration system made up of Glass Fibre Reinforced Plastic & Ultrafiltration System loaded with ceramic membrane (aluminum zirconium). The permeate from ultrafiltration passes through reverse osmosis to separate inorganic salts. The permeate of reverse osmosis is utilized in the cooling towers as make up water. The reject from the reverse osmosis plant is mixed with high total dissolved solids effluent for further treatment. The excess bio mass from the aerobic system is centrifuged and sent to bio composting process to convert into useful manure. High TDS effluent is collected and neutralized into neutral pH. This effluent is sent to Mechanical Evaporators (Single stage, Three stage and Five stage) to concentrate the salts to the level of 35%. Heat energy is recovered during the process of evaporating the effluent and the recovered heat energy is utilized to reduce the energy consumption. The concentrate from the evaporators are sent to Agitated Thin Film Dryers (ATFD) where it gets dried and the dried salt is collected at the bottom of ATFD. The collected salt is bagged, stored in protected storage sheds and disposed at Government approved Treatment Storage & Disposal Facility (TSDF).

Waste Air Treatment

The major emissions from the unit is from the boiler, power plant, production process and powder processing area.

Process Scrubbers: Orchid installed process scrubbers in all production blocks to treat the waste air generated from process reactors.

Report.

Annual evaluation of Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, the Chairman of the Board and its Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The performance evaluation has been done by the entire Board of Directors, excluding the Director being evaluated. Various evaluation techniques are used to assess the performance of the Directors. The Directors have participated in this evaluation process. The Independent Directors in their separate meeting have also evaluated the performance of the Chairman of the Company, Non-Independent Directors and the Board as a whole. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their participation and contribution, objective judgment etc. The Chairman was also evaluated based on the key aspects of his role.

Change in the Nature of Business

There is no change in the nature of business carried on by your company during the financial year ended March 31, 2022. During the year under review, the Company had sold its Formulations unit (IKKT) on a slump sale basis to M/s. OrBion Pharmaceuticals Private Limited. The IKKT unit was generating negative EBITDA, hence the sale of above unit would improve the EBITDA of your Company.

Details regarding deposits covered under Chapter V of the Act

During the Financial Year 2021-22, your company did not accept any deposits within the meaning of the provisions of Chapter V -Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits), Rules 2014 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The details pertaining to captioned header are disclosed in the Corporate Governance report which is annexed to the Board''s report.

Prevention of insider trading

Vent Gas Condensation: Orchid installed vent gas condensation system for fugitive emissions from the storage tanks of solvents and secondary condensers of solvent recovery area to control the fugitive emissions.

Reverse Jet Ventury Filter: Orchid installed reverse jet ventury filter to control the dust emission during the powder processing of bulk drugs.

Adequate Stack Height: Adequate stack heights are provided for Steam Boiler and Power Plant for better dispersion.

Electro Static Precipitator (ESP): ESP is provided at the boiler emission to control the particulate matter.

Ambient Air Quality and Stack Emission Monitoring: Ambient air quality and stack emission monitoring is being carried out round the clock to check the emission level in the atmosphere.

Hazardous waste Management

Hazardous wastes are collected and stored in protected storage shed and disposed into the approved landfill sites / authorized recyclers.

Bio composting

Bio sludge generated from the biological process of effluent treatment are converted into useful compost.

World Environment Day Celebration

World Environment Day was celebrated on 4th June 2021 by planting trees with in our factory premises to create awareness on environment among employees.

Safety

Orchid is highly committed to Safety, Health and Environment aspects. In spite of challenging circumstances brought about by COVID-19, there has been no compromise on critical needs of safety. This has been possible because of committed Line Management, dedicated Safety Professionals and relentless Leadership direction. Central Safety Committee (CSC), the apex committee of the organization have ensured that risks have been contained to keep us free from any major incident. Orchid strongly believes that human behaviour plays key role in safety management. Reinforcing the Safety observation & Audit (SOA) -a Lead indicator, becomes a key focus area always in our Central Safety Committee meetings. CSC continues to meet every month, review critical concerns on Safety and provides directions to minimize the risks at all levels.

In light of the evolving Coronavirus situation, organization is taking critical measures to contain the spread of COVID-19. Essential preventive measures have been taken to ensure that we keep ourselves, our families and our communities safe. Orchid established a comprehensive crisis management plan to handle the pandemic. This plan addresses the adequate preparedness and response measures for the following risks that arises out of the pandemic situation.

F Spread of infection across employees operating within plants

F Contract employee health issues F Contamination from employees returning from hot spots F Inadequate availability of work force due to absenteeism spikes

F Inadequate focus on Safe work practices, maintenance under restricted work force F Shutdown and start-up of process F Contamination of work place / warehouse F Contamination risk from Visitors / Contractors F Inadequate social distancing

F Risk of movement of Contaminated vehicles

F Gap in Sanitation and hygiene requirements

At Orchid, we have initiated protocols for hygiene and sanitation, social distancing, Virtual meetings, medical assistance and vaccination initiatives in alignment with National /Global guidelines on disease prevention and control to prevent contamination and to cope with adverse situations. These measures have been rolled out across all Orchid business processes, Manufacturing Sites, offices, and Technology Development facilities.

Process Safety is of paramount importance for any Chemical and Pharmaceutical organization, therefore, we have built a strong Process safety culture at Orchid over the years. The company also realized the need of effective safety communication in culture building activity / exercise. This is backed up by periodical safety talks, Safety Posters and Interactive discussions. Several safety-related initiatives, awareness campaigns were conducted to promote a "zero incidents” mindset among employees. These efforts resulted in behavioural change, making a zero-reportable-incidents year. By applying Risk Assessment technologies at work on chemicals and process, we ensured that highest workplace safety standards were implemented across the manufacturing value chain.

Particulars of Employees and Remuneration

The Information as required pursuant to Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure V to this report. The information as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per First proviso to Section 136(1) of the Companies Act, 2013 and Second proviso to Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the Statement of Particulars of Employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the address of the Corporate Office of the Company.

Remuneration received by Managing/Whole time Director from holding or subsidiary company

No remuneration was received by Shri Manish Dhanuka, Managing Director and Shri Mridul Dhanuka, Whole time Director of your Company from the holding and the Subsidiary companies of your company for the financial year ended March 31, 2022.

Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are provided in the Note no. 6 & 14 to the Standalone financial statements for the financial year 2021-2022.

Suspension of Trading

The Securities of the Company were not suspended from trading during the year under review. With effect from November 15, 2021, 14,803 outstanding Global Depository Receipts (GDR''s) were delisted from the Luxembourg Stock Exchange and London Stock Exchange.

Transfer of Shares to the Investor Education and Protection Fund (IEPF)

The details pertaining to the transfer of shares to the Investor Education and Protection Fund during the reporting period are disclosed in the Corporate Governance report annexed to this report.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

Not Applicable to the company.

The details of difference between amount of the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable to the company.

Statutory Auditors

The Statutory Auditors, M/s CNGSN & Associates LLP, Chartered Accountants were appointed at the 24^th Annual General Meeting of the Company held on September 13, 2017 for a period of five (5) years from the conclusion of 24^th Annual General Meeting till the conclusion of 29^th Annual General Meeting. The term of the current Statutory Auditors M/s. CNGSN & Associates LLP, Chartered Accountants, will expire at the conclusion of the 29^th Annual General Meeting of the Company and consequently a new audit firm have to be appointed. The Board of Directors at their meeting held on June 14, 2022, based on the recommendation of the Audit Committee have recommended the appointment of M/s.Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as the Statutory Auditors, subject to the approval of the members of the Company. The resolution seeking

appointment of M/s.Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) as the Statutory Auditors of the Company for a period of five years from the conclusion of the 29^th AGM of the Company is being sought for at the ensuing AGM.

The Board places on record its appreciation for the services of M/s. CNGSN & Associates LLP, Chartered Accountants, during their tenure as the Statutory Auditors of your company.

Auditors'' Report

The Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022 and no fraud have been reported by the Auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

Explanation to the Audit qualifications

The explanation to the Audit qualifications for the financial year ended March 31, 2022 are given in Annexure IX to this report.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s S Dhanapal & Associates (a firm of Practising Company Secretaries) were appointed to conduct the Secretarial audit of your Company for the Financial Year 20212022. The Secretarial Audit Report is forming part of this Annual Report (Annexure VI).

Upon recommendation of the Audit Committee, the Board has re-appointed M/s S Dhanapal & Associates (a firm of Practising Company Secretaries), as Secretarial Auditors of the Company for the Financial Year 2022-23.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of this Regulation is a subsidiary whose income/net worth exceeds 10 per cent of the consolidated income/net worth respectively of the Company and its Subsidiaries in the immediately preceding accounting year. Hence, there is no requirement for a Secretarial audit to be conducted for any of the Company''s Subsidiaries in India.

Secretarial Audit report

In respect of delay in filing returns with relevant authorities on certain occasions, the Company is taking necessary steps for filing the returns on time in the ensuing years. With reference to the mentioning of the web link of the Business Responsibility Report in the Annual report, the web-link was inadvertently missed to be printed in the Annual report

Compliance with the provisions of Secretarial Standards

The Company has deployed proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed Shri J Karthikeyan as Cost Auditor for the FY 2021- 22, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations. The cost audit report for the Financial Year 2021-2022 is under progress and will be filed with the Central Government within the stipulated timeline and the relevant Cost Audit reports for FY 2020-2021 were filed with the Central Government on January 05, 2022. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company maintains the Cost Audit records in respect of its pharmaceutical business. The Board, at its meeting held on May 12, 2022, on the recommendation of the Audit Committee, has appointed Shri J Karthikeyan, Cost Accountant, Chennai (Membership No.29934 & Firm Reg. No.102695) to conduct the audit of the cost accounting records of the Company for financial year 2022-2023 at a remuneration of Rs.2,00,000/- (Rupees Two Lakhs Only) plus applicable taxes and reimbursement of out- of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

Other disclosures

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

F The issue of equity shares with differential rights as to dividend, voting or otherwise

F The issue of shares to the employees of the Company under any scheme (sweat equity or stock options)

F There is no change in the Share Capital structure during the year under review.

F The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

F There was no revision in the financial statements Acknowledgements

The Board is grateful and thankful to all the Banks, Financial Institutions both in public sector and in private sector who have fully supported your Company''s initiatives. The Board is grateful to the Central and State Government and the Central Drugs Standard Control Organization and State Food Safety and Drugs Administration (State FDAs) for their support to the Company''s business plans. The Board places on record their appreciation of the support provided by the Employees, customers, suppliers, service providers, medical fraternity and business partners.

---

Mar 31, 2018

Dear Members,

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (“IBC/Code”), the Corporate Insolvency Resolution Process (“CIRP Process”) of Orchid Pharma Limited (“Company”) was initiated by an Operational Creditor of the Company. The Operational Creditor’s petition to initiate the CIRP Process was admitted by the National Company Law Tribunal (“NCLT”) vide CP. No. CP/ 540/ (IB)/ CB/ 2017 on August 17, 2017 (“Insolvency Commencement Date”). Mr. CMA CS Rajasekaran R was appointed as the Interim Resolution Professional (“IRP”) to manage the affairs of the Company. Subsequently, Mr. Ramkumar Sripatham Venkatasubramanian (IP Registration No. IBBI /IPA-001 /IP-P00015 /2016-17 /10039) was confirmed as the Resolution Professional (“RP”) by the committee of creditors (“CoC”) and NCLT with effect from October 27, 2017. On appointment of the IRP /RP, the powers of the Board were suspended and the same vests with the RP.

RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Upto the CIRP extended last date i.e. the 270th day - May 14, 2018, there were no successful resolution applicants and accordingly RP filed the status with the Hon’ble NCLT for necessary directions. Subsequently, as directed by Hon’ble NCLT, Chennai, Resolution Professional (RP) placed the Resolution Plan from prospective resolution applicant namely - Ingen Capital Group LLC, USA - before Committee of Creditors (CoC) for voting on June 04, 2018 and re-voting on August 04, 2018 in view of the Ordinance (IBC) passed on 6th June 2018. In the re-voting which concluded on 4th August 2018, the resolution plan had received an affirmative vote of 78% of the CoC by value in its favour. RP filed the re-voting results with Hon’ble NCLT and as on the date of this Report, the status is “Order Reserved”.

Pending this, and measures to be adopted as part of the resolution process, the audited financial results have been continued to be prepared on a going concern basis

With this backdrop, RP and the Board take pleasure in presenting the report on business and operations of your Company along with the audited statement of accounts (Standalone and Consolidated) for the financial year ended March 31, 2018.

Financial summary /Performance /State of Company’s affairs Transition to IND AS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. For your company Ind AS is applicable from April 1, 2017, with a transition date of April 1, 2016.

The highlights of the standalone financial results for the year 2017-2018 as per the IND AS are given below:-

(Rs.in Crores)

	IND-AS
Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Sales & Operating Income	649.00	766.29
Other Income	19.87	27.32
Total Expenditure	635.40	768.54
Gross profit	33.47	25.06
Interest & Finance Charges	301.65	336.27
Gross Profit after Interest but before Depreciation and Taxation	(268.18)	(311.20 )
Depreciation	133.29	139.42
Profit / (Loss) before Tax, extraordinary items	(401.47)	(450.62)
Extraordinary items - Income (Expenditure)	-	(86.26)
Profit / (Loss) Before Tax	(401.47)	(536.88)
Current & Deferred Tax	(46.19)	(48.34 )
Profit /(Loss) after Tax	(355.28)	(488.54)
Other Comprehensive Income (OCI)	0.74	(1 58)
Net Profit / (Loss) for the period including OCI	(354.53)	(490.11)

During the financial year 2017-18, your Company achieved a turnover and operating income of Rs. 649 crores (Rs.766.29 crores in 201617). The gross profit before interest, depreciation and taxes stood at Rs. 33.47crores (Rs. 25.06 crores in 2016-17). After providing for interest expense of Rs. 301.65 crores (Rs.336.27crores in 2016-17), depreciation of Rs.133.29 crores (Rs. 139.42 crores in 2016-17), Extraordinary item of Nil ( Rs. 86.26Crores in 2016-17), the Loss before tax of the Company was Rs. 401.47 crores (Rs. 536.88 crores (Loss) in 2016-17). The net loss after tax including Other Comprehensive Income stood at Rs.354.53crores (Rs. 490.11 crores (Loss) in 2016-17).

Business Overview

During the financial year, i.e. in August 2017, due to non-payment of the dues of an operational creditor, your Company was admitted in the insolvency resolution process as per the IBC by NCLT, Chennai Bench.

During the financial year 2017-18, your Company continued to reel under financial stress and the performance of the Company was affected due to liquidity constraints, mounting interest burdens, which had an impact on the net profits of the Company. As a result, the ability of the Company to meet its repayment obligations /liabilities were adversely affected. Despite the tough liquidity and working capital constraints, your Company managed to sustain sales with a lower EBIDTA denoting the basic strength of the business.

During the year, your Company had received ANDA approval from the USFDA for Aripiprazole tablets USP, 2mg, 5mg, 10mg, 15mg, 20mg and 30 mg Aripiprazole Orally-Disintegrating Tablets USP, 10 mg and 15 mg.

Future Prospects

It is now four years since the restructuring of the debt and one year since the CIRP, approval of the resolution plan for revival of the Business as recommended with an affirmative vote of 78% by the Committee of Creditors and given to the NCLT is still in progress. The resolution plan submitted by RP, came up for Hearings in NCLT and as it stands “the Order is Reserved”.

Your Company has been extremely fortunate to have the full support of its Lenders, Employees, Vendors and Customers during the financially stressed period. Although, huge efforts are required towards regaining the confidence of various Stakeholders, your Company is hopeful and confident of accomplishing the same during the course of time. Your Board believes that the Company will be able to revive its operations towards profitability post receipt of the approval from NCLT and the implementation of the Resolution Plan.

Management Discussion and Analysis report

A report on the Management discussion and analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate annexure in the annual report.

Corporate Governance Report and Additional Shareholder’s information

A report on the corporate governance systems and practices of your company along with a certificate of compliance from the Practising Company Secretary is given in Annexure V which forms part of this report

Audit committee

The details of the Composition of the Audit committee are available in the Corporate Governance report. The Board has accepted the recommendations made by the Audit committee during the financial year 2017-2018.

Pursuant to the resignation of Shri K N Venkatasubramanian, Chairman & Independent Director and Shri R Kannan, Independent Director, the reconstitution of the Board as well as the Audit committee is pending.

Adequacy of Internal Financial Control System

The internal financial control over financial reporting system are existing and operative, however based on the observations of the auditors, the Company is further strengthening the internal financial control systems over financial reporting

Regulatory Filings and Approvals

In the generic formulations domain, Orchid’s cumulative Abbreviated New Drug Application (ANDA) filings for the US market stood at 46. This includes 8 Para IV FTF (First-To-File) filings. The break-up of the total ANDA filings is 13 in Cephalosporins segment and 33 in NPNC space.

During the year, the Company had received ANDA approval from the USFDA for Aripiprazole tablets USP, 2mg, 5mg, 10mg, 15mg, 20mg and 30 mg and for Aripiprazole Orally-Disintegrating Tablets USP, 10 mg and 15 mg

In the European Union (EU) region, the cumulative count of Marketing Authorisation (MA) filings stood at 31. The breakup of the total MA filings is 15 in the Cephalosporin segment and 16 in the NPNC segment.

In the API (Active Pharmaceutical Ingredients) domain, Orchid’s cumulative filings of US DMF stand at 76 The break-up of the total filings is 28 in the Cephalosporin Segment,48 in NPNC segment. In European market space the cumulative filings of COS (Certificate of Suitability) count remained at 19 which includes 14 in cephalosporin segment,5 in NPNC segment. In Japan market, the cumulative filings of JDMFs count remained at 7 only in Cephalosporin segment.

Intellectual Property Rights

During the year, Orchid continued to take forward the IPR work on a number of products. The total number of patent applications filed by Orchid in various national and international patent offices so far was 219 including Process, Formulation, New Chemical Entities (NCE), Novel Drug Delivery System (NDDS), Biotech and Generics. As of March 31, 2018, 27 patent applications have been published while 178 patents have been granted cumulatively.

The number of patent applications filed by Orchid from April 01, 2017 to March 31, 2018 is 23 (Including Process, Formulation, NCE, NDDS, Biotech and Generics), and out of this 9 patents have been granted.

Dividend & Reserves

In view of the net loss incurred during the financial year ended March 31, 2018, the Resolution Professional does not recommend any dividend to the shareholders of the Company. Also, no amount has been transferred to reserves.

Awards and Achievements

During the year, your Company’s Generics Manufacturing Unit, Irungattukottai (IKKT) was chosen for the Export Excellence Award (II Position) by the Ministry of Commerce & Industry, Government of India for performance during 2015 - 2016 and Exim Achievement Award (II Position) by the Tamil Chamber of Commerce in Association with Chozha Nachiar Foundation, Government of Tamil Nadu for performance during the financial year 2014-15.

Issue of Equity Shares

To comply with the requirements of Corporate Debt Restructuring Programme, your Company pursuant to the approval granted by the members through Postal ballot on August 26, 2014, had obtained in principle approval from NSE Ltd. & BSE Ltd. to allot 1,85,12,251 (One Crore Eighty Five Lakhs Twelve Thousand Two Hundred Fifty One Only) equity shares of Rs.10/- each at a premium of Rs.39.79 per share to the Promoter Group Company M/s Orchid Healthcare Private Ltd. Out of the above, your Company allotted 1,48,09,801 shares as part of first tranche during December 2014. The Company allotted the remaining 3,702,450 (Thirty Seven Lakh Two Thousand Four Hundred and Fifty Only) equity shares of RS.10/- each at a premium of Rs.39.79 per share during October 2015. During the financial year 2017-2018, your Company had received the final trading approval for 37,02,450 shares from NSE Ltd and BSE Ltd.

Employees Stock Option Plan

The details of options granted to employees under the ORCHID ESOP 2010, ORCHID ESOP - DIRECTORS 2011, Orchid ESOP -Senior Management 2011 schemes and the status of such options as on March 31, 2018 are given in Annexure IV to this Report.

Subsidiaries Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment. The current Bexel IP portfolio is being maintained by global IP unit of your Company.

Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc. is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured. The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., and Orchid Pharma Inc., in the US. Orgenus Pharma Inc. is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA, and handling of logistics and product importation into the US as the Importer of Record for the US Customs. Orchid Pharma Inc., is the commercial entity that started direct marketing and selling your Company’s products in the US generics market place. Orchid Pharma Inc. has established a strong corporate image for your Company in the US and will be launching all future (unpartnered) generics products under the Orchid label.

Diakron Pharmaceuticals Inc., USA

Orchid’s stake in Diakron has been a part of the originaltransaction which includes direct investment and Master Services Agreement (MSA). Your Company has completed most of its MSA obligations to develop and supply clinical quantities of API and extended release formulation.

Orchid Europe Limited, United Kingdom

Your Company’s subsidiary in Europe namely Orchid Europe Limited (OEL) is a wholly owned subsidiary which provides liaising support to the parent Company and its customers in Regulatory, Pharma covigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company’s wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated mainly to register and market your Company’s products in South Africa.

Highlights of the performance of subsidiaries and their contribution to the overall performance of the Company during the period under report

One of the Subsidiary Companies contributed 6% of the sales of the Company. The Company accesses the US market through this subsidiary and expects strong growth in the US market in the years to come. The R&D subsidiaries of the Company are used for carrying out Research & Development of selected molecules, having good potential. Your Company has a subsidiary for holding Product registrations and approvals in Europe.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial statements presented by the Company include the financial statements of its subsidiaries. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed form AOC-1 is given in Annexure -VIII, forming part of this report.

Key & Senior Managerial Personnel

Shri. K Raghavendra Rao (DIN: 00010096), Managing Director and Shri. L Chandrasekar, CFO & Company Secretary are the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013. Ms. Edna Braganza, Chief Operating Officer and Shri Mani Sivaswami, President - API, CSR&SH&E are part of the Senior Management Team.

Extract of Annual Return

As per the amendments carried out by the Companies (Amendment) Act, 2017 in section 92(3), every company shall place a copy of the Annual Return on the website of the Company, if any, and the web-link of such Annual return shall be disclosed in the Board’s report. A copy of Annual return of the company is available on the website of the company www.orchidpharma.com

Board & RP Meetings held during the year

During the year, 2 (two) meetings of the Board were held prior to commencement of the CIRP. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 and the relevant rules made there under. After the commencement of the CIRP on August 17, 2017, Board Meetings have not taken place as the Powers of the Board remained suspended and entrusted to the Resolution Professional appointed by NCLT. During CIRP, RP had convened meetings with the Senior Management, KMP and with the Board members.

The details of the RP meetings, dates of Board & Committee meetings alongwith the CoC Meetings held during the FY 2017-18 are furnished in the Corporate Governance Report forming part of this report.

Board’s Responsibility Statement

Members may kindly note that during the CIRP Process (i.e. after August 17, 2017 and continuing till the date of this Report), the RP was entrusted with the management of the affairs of the Company. Prior to the Insolvency Commencement Date, the Board of Directors had the oversight on the management of the affairs of the Company. The Resolution Professional along with the Managing Director is submitting this report. The RP is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the commencement of CIRP

Accordingly, pursuant to Section 134(5) of the Act, the Board & RP (based on the knowledge /information gained by him about the affairs of the Company in a limited period of time and based on understanding of the then existing processes of the Company) and to the best of their /his knowledge state:

a) that in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) that RP has continued with such accounting policies as were adopted on CIRP date, made judgments and estimates that are reasonable and prudent so as to give a reasonably true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2018 and of the profit or loss of the Company for that period,

c) that the annual accounts for the financial year ended March 31, 2018 have been prepared on a going concern basis as explained herein above in the preamble,

d) that proper systems which have been devised to ensure compliance with the provisions of applicable laws are adequate and operating and

e) that Internal financial controls which were laid down and followed by the company on the date of CIRP, along with the necessary steps and changes in the Management Structure that have been taken to improve the internal financial controls during CIRP are operating effectively.

f) that proper and sufficient care has been taken care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Nomination & Remuneration policy

This Policy lays down standards with respect to the appointment, remuneration and evaluation of Senior Management Personnel, Directors and Key Managerial Personnel of the Company. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads NOMINATION_AND_REMUNERATION_POLICY.pdf.

Appointment and Remuneration of Non- Executive Directors

The Criteria for determining independence of a director are based on the academic accomplishments, qualifications, expertise and experience in their respective fields, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation. The Independent Directors of your Company have given declarations to the Company under Section 149 (7) of the Act that, they meet the criteria of independence as provided in Sub Section 6 of Section 149 of the Act and also under the Listing Regulations, 2015.

Non-Executive Directors are entitled to receive sitting fees for attending the meetings of the Board or Committee thereof, as approved by the Board and within the overall limits prescribed under the Companies Act, 2013 and rules thereunder.

Related Party Transaction Policy

Your Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads/ RELATED-PARTY-TRANSACTION-POLICY.pdf

All the transactions entered with the related parties were in ordinary course of business and are on arm’s length basis. The particulars of contracts or arrangements with the related parties under Section 188(1) are disclosed in Form AOC-2 which is given in Annexure -IX, forming part of this report.

Prior omnibus approval of the Audit Committee is has been obtained for the transactions which are foreseeable and of repetitive nature. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 the Company had constituted the Corporate Social Responsibility Committee to recommend: (a) the policy on

Corporate Social Responsibility and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The details of the composition of the Corporate Social Responsibility committeee are disclosed in the Corporate Governance report.

The Board has approved the CSR policy and the same is available on the website of the Company and the web link for the same is http://www. orchidpharma.com/downloads/CSR-POLICY.pdf.

Since the Company did not have any profits for the last three financial years, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities. However, your Company has undertaken the CSR activities voluntarily on Education, Health, Youth development, Women Empowerment, Community assets creation (Infrastructure Development), Tribal development, Environment & Renewable energy programmes during the financial year 2017-18 through “Orchid Trust” and spent Rs. 11 Lakhs towards CSR activities.

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

Subject to the ongoing CIRP process as per the IBC 2016, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year and till the date of this Report.

Conservation of Energy

Your Company has always been striving in the field of energy conservation. Certain measures to conserve energy and to reduce associated costs were taken in a small way during the fiscal under review. The particulars in respect to conservation of energy as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure I to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure II to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 are given in Annexure III to this report.

Risk Management Policy

The details and the process of Risk Management as were implemented in the Company are provided as part of Management Discussion and Analysis which forms part of this Report.

Annual evaluation of Board, its Committees and individual Directors

Pursuant to the initiation of the Corporate Insolvency Resolution Process and as the same is still in process, the powers of the Board of Directors stands suspended from August 17, 2017. Accordingly, the Annual evaluation of Board, its committees and individual directors as required under Section 134 (p) could not be carried out.

Change in the Nature of Business:

There is no change in the nature of business carried on by your company during the financial year ended 31st March 2018.

Details regarding deposits, covered under Chapter V of the Act

During the Financial Year 2017-18, your Company did not accept any deposits within the meaning of the provisions of Chapter V -Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits), Rules 2014 and as such, no amount of principal or interest was outstanding as of the balance sheet date.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company:

In view of pendency of the CIRP, and in view of suspension of the powers of board of directors, the powers of adoption of this standalone & consolidated financial results vests with the RP. The RP as relied upon the representations, clarifications and explanations provided by the Managing Director, Chief Financial Officer and Senior Management Personnel of the Company. During CIRP, there have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations.

Vigil Mechanism (Whistle Blower Policy)

Your Company has established a vigil mechanism that enables the Directors & the Employees report genuine concerns. The Company encourages its employees who have concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct to come forward and express their concerns without fear of punishment or unfair treatment. The committee affirms that in compliance with the Whistle -Blower Policy/Vigil Mechanism no personnel had been denied access to the Audit Committee. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com / downloads /whistle-blower-policy.pdf.

Policy for determining material subsidiaries

Your Company has framed a Policy for determining material subsidiaries in compliance with Regulation 16 (1) (c) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, in order to determine the material subsidiaries of the Company. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com /ir_downloads. aspx

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an anti-sexual harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Grievance redressal cell within the Human Resource Department has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received complaints on sexual harassment during the financial year ended 31st March, 2018.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Environment

Environment management is the prime concern in your Company. Orchid has employed a state of the art technology zero liquid trade effluent treatment plant system and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprises Membrane Bio Reactor, Nano Filtration, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallization plant to treat the entire trade effluent and recycle back into the utility process.

Waste Water Treatment:

Low TDS effluent is collected, equalized and neutralized into neutral pH and treated aerobically by Membrane Bio Reactor process comprising of aeroapc equipped with jet aeration system made up of Glass Fibre Reinforced Plastic & Ultrafiltration System loaded with ceramic membrane (aluminum zirconium). Waste Air Treatment is done through installation of process scrubbers, vent gas condensation, Reverse Jet Ventury Filter, Adequate stack height and Electro Static Precipitator.

Hazardous waste management is done by collecting and storing hazardous wastes in protected storage shed and disposing it into the approved landfill sites / authorized recyclers

Safety

Orchid is highly committed to Safety, Health and Environment aspects. Though resource constraints continue to be a challenge in this financial year also, there is no compromise on critical needs of safety. This has been possible because of committed Line Management, dedicated SPROs and relentless Leadership direction. CSC, the apex committee of the organization have ensured that risks have been contained to keep us free from any major incident. Orchid strongly believes that human behavior plays key role in safety management. To reinforce that Safety observation & Audit (SOA) - Lead indicator, become key focus area always in Our Central Safety Committee meetings (CSC). CSC continues to meet every month review critical concerns on Safety and also provides directions to minimize the risks at all levels.

Process safety management is another key area, being a pharma sector. The company also realized the need of effective safety communication in culture building activity / exercise. This is backed up by periodical safety talks, Safety Posters and Interactive discussions. Orchid also believes Continuous learning is the critical element in Safety Management. Hence, various training programs have been conducted in the year 2017-18 to reinforce the safe behaviour and also to enhance the necessary skills to perform the job safely.

Particulars of Employees and Remuneration

The Information as required pursuant to Section 197 (12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure VI to this report.

A statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under rule 5(2) of the rules forms part of this Report. However, as per provision of Section 136 of the Act, the report and accounts are being sent to the members, excluding the aforesaid information which is available for inspection by the members at the registered office of the company during business hours on working days of the company. If any member is interested in obtaining a copy, such member may write to the Company Secretary.

Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are given in Notes to standalone Financial Statements - Reference Nos. 7, 8, 9 & 46.

Green Initiative

To augment the green initiative of the Ministry of Corporate Affairs and to reduce carbon foot print, your Company proposes to send various communication including the Annual Reports in electronic form, to the members who have opted for the same. This would help in reducing the number of physical copies to be printed, thereby contributing to a greener environment. The full text of the Annual Report 2017-18 is available at www.orchidpharma.com. As a member of the Company, you are entitled to receive all such communications in physical form, upon request.

Directors Reappointment of Directors and Resignations

During the year under review, Shri K N Venkatasubramanian resigned from his position of Chairman and Non-Executive Independent Director with effect from October 13, 2017 and Shri R Kannan, resigned from his position of Independent Director with effect from December 27, 2017 due to personal reasons and other professional pre -occupations.

RP /Board wish to record its appreciation for the services rendered and the professional guidance given by Shri K N Venkatasubramanian, Chairman & Non-Executive, Independent Director and Shri R Kannan, Independent Director to the Board from time to time during their tenure.

During the year, IDBI Bank Ltd withdrew the nomination of Shri Rabinarayan Panda and instead appointed Shri Rama Krishna Eda, on the Board with effect from August 10, 2017.

Shri Ramakrishna Eda, Nominee Director will retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment in accordance with the provisions of the said Act.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

Statutory Auditors:

The Statutory Auditors, M/s. CNGSN & Associates LLP, Chartered Accountants have been appointed for a period of five (5) years from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting subject to ratification at every AGM.

The Companies(Amendment) Act, 2017 has done away with the provisions of ratification of statutory auditors.

The resolution seeking approval for remuneration to M/s. CNGSN & Associates LLP, Chartered Accountants, the statutory Auditors of the company for the four financial years from 2018-2019 to 2021-2022 is being sought for in the ensuing 25th AGM.

Auditors’ Report Explanation to the Audit qualifications

The Auditors in their report have made certain observations relating to realisation of value of inventories, overdue receivables, recovery of loans and advances, provision for impairment confirmation of balance from banks for loans, net worth of subsidiaries, further strengthening of internal controls over financial reporting and about their inability to comment on the possible adjustments to be made in the assets, liabilities, disclosure requirements, etc., under “Qualified Opinion” in their report to the members.

The Company is under CIRP and the Resolution Professional is required to invite submission of resolution plans from potential resolution applicants, which has been put up for necessary approvals before the Honourable NCLT. The CIRP is not yet concluded and hence, the final outcome is yet to be ascertained.

The company has not taken in consideration impact on the value of the assets due to this information for impairment, if any, in preparation of Financial Result as required by Ind-AS 10 on “Events after the reporting period” and Ind-AS 109 on Financial Instruments”. Further, the Company has not made assessment of impairment as required by Ind AS 36 on Impairment of Assets, if any, as at 31st March 2018 in the value of tangible and intangible assets.

In respect of investments /loans given to subsidiaries, the company is exporting and selling profitable products through its marketing subsidiary and the profit generated by the marketing subsidiary from the operations will be available for settlement of loan, after meeting their dues. The investments made in R&D Subsidiaries are strategic and long term in nature and hence no provision has been considered.

In accordance with the Code, public announcement was made calling upon the financial creditors and operational creditors of the Company to submit their claims with the Interim Resolution Professional (“IRP”).

The Company is in the process of obtaining confirmation for receivables, loans and advances given, payables, employee claims and bank loans as at March 31, 2018. NCLT and the final decision of NCLT is awaited. Such claims can be submitted to the IRP /RP during CIRP, till the approval of a resolution plan by the Committee of Creditors (CoC). Pursuant to the claims received the CoC was informed and the list of such creditors was duly notified to the NCLT and uploaded on the company website. Thereafter, there have been regular revisions to the list in view of the claims received and the Company and RP are in process of receiving, collating, verifying, seeking clarifications, sending communications for unreconciled balance calling for additional documents to substantiate whole /part of the unreconciled claims on such claims.

The Company’s ability to meet the financial /contractual obligations including repayment of various loans, unpaid interest and ability to fund various obligations pertaining to operations for ensuring / commencing normal operations and further investments required towards ongoing research and development projects under progress, is dependant on the resolution of the aforesaid matters as part of the CIRP.

Under the CIRP, a resolution plan has been presented and approved by the Committee of Creditors (“CoC”) and thereafter to be approved by the Hon’ble NCLT to keep the company as a going concern. The extended CIRP period was over on May 14, 2018 and RP has completed required fillings with NCLT and the final decision of NCLT is awaited.

Pending this and measures to be adopted as part of the resolution process, the audited financial results have been continued to be prepared on a going concern basis.

In respect of claims submitted of the financial creditors, the process for submission and reconciliation of claims as on the Insolvency Commencement Date remains an on-going process.

The RP has received the claims from the creditors of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 and the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (as amended). The status of these claims are available at the following link: http://www.orchidpharma.com/downloads-cirp.aspx.

The internal financial control over financial reporting system are existing and operative, however based on the observation of the auditors we are further strengthening the internal financial control over financial reporting.

With regard to the inability to comment on the possible adjustments required to be carried in the carrying amount of assets, liabilities, possible presentation and disclosure impacts, it is submitted, that the RP is obliged not to share certain information which are integral part of the CIRP, in order to maintain confidentiality of the process and in line with the directions of the COC.

The resolution plan has been submitted to NCLT and the status is “Order Reserved”

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s S Dhanapal Associates (a firm of Practising Company Secretaries), Practicing Company Secretary were appointed to conduct the secretarial audit of your Company for FY 2017-18. The secretarial audit report for the fiscal year ended March 31, 2018 is attached herewith as “Annexure VII”.

Secretarial Audit report

In respect of delay in filing/ non filing of returns with relevant authorities in certain occasions, the Company is taking necessary steps for filing the returns on time in the ensuing years.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed Shri Kalyanaraman as Cost Auditor for the FY 2017-2018, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations.

For the period ended March 31, 2017, the due date for filing the cost audit report was October 20, 2017 and the cost audit report was filed on October 12, 2017.

Acknowledgements

The Board is grateful and thankful to all the Banks, Financial Institutions both in public sector and private sector who have fully supported your Company’s initiatives ~ during the stressed financial situation and during the CIRP ~ and for their wholehearted mandate for approving a resolution plan and for the revival of the Company’s businesses.

RP / the Board is grateful to the Central and State Governments and the Central DCGI and State FDAs for their support to the Company’s business plans. RP /Board places on record their appreciation of the support provided by the customers, suppliers, service providers, medical fraternity and business partners.

RP / the Board and the Management acknowledge and are thankful to the employees who stayed back with the Company during this crucial period and for their contributions for the revival of the businesses and operations.

K.Raghavendra Rao

Managing Director

DIN: 00010096

Shri Ramkumar S V

(IP Registration No.IBBI/IPA-001/IP-

P00015/2016-17/10039)

Place : Chennai

Date : August 21, 2018 Resolution Professional

---

Mar 31, 2016

Dear (Members,

The Directors take pleasure in presenting the report on business and operations of your Company along with the audited statement of accounts for the financial year ended March 31, 2016.

Performance

The highlights of the Standalone financial results for the year 2015 - 2016 are given below:-

(Rs. in Crores)

Particulars	Year ended 31.03.2016	18 months ended 31.03.2015
Sales & Operating Income	879.33	1,736.19
Other Income	24.60	42.37
Total Expenditure	705.27	1,416.33
Gross profit	198.66	362.23
Interest & Finance Charges	294.23	537.00
Gross Profit after Interest but before Depreciation and Taxation	(95.56)	(174.77)
Depreciation	143.41	321.37
Profit / (Loss) before Tax, exceptional and extraordinary items	(238.97)	(496.14)
Exceptional Item	52.54	157.26
Profit / (Loss) Before Tax and Extraordinary item	(291.52)	(653.41)
Extraordinary items [Income / (Expenditure)]		270.62
Profit / (Loss) Before Tax	(291.52)	(382.79)
Current & Deferred Tax	(17.25)	(191.75)
Profit /(Loss) after Tax	(274.27)	(191.04)

The operations of the Alathur API facility were affected for about 3 months, due to torrential rains and floods that occurred during December 2015. Your Company has taken all corrective measures to overcome this impact within the best possible time. Your Company has processed necessary insurance claims for material damage and loss of profit with the insurers. Despite the constraints on account of floods during the financial year 2015-16, your Company achieved a turnover and operating income of Rs.879.33 crores (Rs.1,736.19 crores in 2013-15 which includes business from Aurangabad API facility for about 9 months, till it was transferred in July 2014). The gross profit before interest, depreciation and taxes stood at Rs.198.66 crores (Rs.362.23 crores in 2013-15). After providing for interest expense of Rs.294.23 crores (Rs.537 crores in 2013-15), depreciation of Rs.143.41crores (Rs.321.37 crores in 2013-15), Exceptional item Rs.52.54 crores (Rs.157.26 crores in 2013-15) and Extraordinary item of Rs. Nil (Rs.270.62 crores in 2013-15), the Loss before tax of the Company was Rs.291.52 crores (Rs.382.79 crores (Loss) in 2013-15). The net loss after tax stood at Rs.274.27 crores (Rs.191.04 crores (Loss) in 2013-15). The name of the Company was changed from “Orchid Chemicals & Pharmaceuticals Ltd." to “Orchid Pharma Ltd." effective from October 19, 2015.

During the year, your Company was conferred with the Export Excellence Award for the FY 2012-13 & 2013-14 by Madras Export Processing Zone (MEPZ) - Special Economic Zone, Government of India.

Business Overview

Presently your company is working under the framework of CDR and working towards revival of its operations. Your Company is in the process of launching new products in NPNC segment in the current financial year for the US, EU and other Markets on expiry of patent cover, which will have a positive impact on the Company''s revenue and profitability streams.

Your Company has been extremely fortunate to have the full support of its Lenders, Employees, Vendors and Customers during the financially stressed period and all efforts are being made to garner continuous and full support to revive the operations of the Company. Although, huge efforts are required towards regaining the confidence of various Stakeholders, your Company is hopeful and confident of accomplishing the same over a period of time. With the above measures, your Directors believe that the Company will gradually be able to revive its operations towards profitability.

Future Prospects

It is now two years since the restructuring of the Debt and implementation of the Corporate Debt Restructuring and your Company is moving in the positive direction. In financial terms, the objective of your Company is to lower earnings volatility, strive for higher predictable and calibrated growth and improve EBITDA margin and Return on Investment. The target is to stay cash flow positive and expand earnings year-on-year from FY 2017-18.

All of your Company''s facilities located in Tamil Nadu, India consistently match rigorous global operating standards and are approved by international regulators such as US FDA, UK MHRA, ANVISA Brazil. This key strength provides your Company with the ability to be present and compete in Indian market as well as in various international markets such as USA, Europe, Japan, Australia, China and other emerging countries. Your Company, owes this credit not just to the customers who believe in quality, but also Lenders, Suppliers, Service Providers and Employees who have extended their fullest support and cooperation. Your company is gaining confidence with its various stake holders and your Company is sure that this effort will continue and grow.

Regulatory Filings and Approvals

In the generic formulations domain, Orchid''s cumulative Abbreviated New Drug Application (ANDA) filings for the US market stood at 46. This includes 8 Para IV FTF (First-To-File) filings. The break-up of the total ANDA filings is 13 in Cephalosporin’s segment and 33 in NPNC space. Your Company has received approval from USFDA for the Abbreviated New Drug Application (ANDA) of Rivastigmine Tartrate Capsules USP, 1.5 mg, 3 mg, 4.5 mg, 6 mg, Felodipine Extended - Release Tablets USP, 2.5 mg, 5 mg, 10 mg ,Gemifloxacin Mesylate Tablets, 320 mg and Rasagiline Mesylate Tablets, 0.5 mg & 1 mg with 180 days of generic drug exclusivity. The Company has received tentative approval from USFDA for the Abbreviated New Drug Application (ANDA) of Risedronate Sodium Tablets USP, 30 mg & 35 mg.

In the European Union (EU) region, the cumulative count of Marketing Authorization (MA) filings stood at 31. The breakup of the total MA filings is 15 in the Cephalosporin segment and 16 in the NPNC segment.

In the API (Active Pharmaceutical Ingredients) domain, Orchid''s cumulative filings of US DMF stand at 76. The break-up of the total filings is 28 in the Cephalosporin Segment, 48 in NPNC segment. In the European market space the cumulative filings of COS (Certificate of Suitability) count remained at 20 which includes 14 in cephalosporin segment, 6 in NPNC segment.

Intellectual Property Rights

During the year, Orchid continued to accelerate the IPR work on a number of products. The total number of patent applications filed by Orchid in various national and international patent office’s so far is 923 including Process, Formulation, New Chemical Entities (NCE), Novel Drug Delivery System (NDDS), Biotech and Generics. As of March 31, 2016, 82 patent applications have been published while 136 patents have been granted cumulatively.

The number of patent applications filed by Orchid from April 01, 2015 to March 31, 2016 is 2 (Including Process, Formulation, NCE, NDDS, Biotech and Generics), 2 patent applications have been published and 44 patents granted .

Dividend

Due to losses incurred by the Company during the financial year 2015-16, your Directors express their inability to recommend any dividend to the equity shareholders.

Issue of Equity Shares

To comply with the requirements of Corporate Debt Restructuring Programme, your Company pursuant to the approval granted by the members through Postal ballot on August 26, 2014, had got in-principle approval from NSE & BSE to allot 1,85,12,251 (One Crore Eighty Five Lakhs Twelve Thousand Two Hundred Fifty One Only) equity shares of Rs.10/each at a premium of Rs. 39.79 per share to the Promoter Group Company M/s Orchid Healthcare Private Ltd. Out of the above, your Company allotted 1,48,09,801 shares as part of first tranche during December 2014. The Company allotted the remaining 3,702,450 (Thirty Seven lakh Two Thousand Four Hundred and Fifty Only) equity shares of Rs.10/- each at a premium of Rs.39.79 per share during October 2015. The Listing approval for 37,02,450 shares has been received from BSE and the approval from NSE is awaited.

Employees Stock Option Plan

The details of options granted to employees under the ORCHID ESOP 2010, ORCHID ESOP - DIRECTORS 2011, Orchid ESOP -Senior Management 2011 schemes and the status of such options as on March 31, 2016 are given in Annexure IV to this Report.

Subsidiaries

Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment. The current Bexel IP portfolio is being maintained by global IP Unit of your Company.

Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc. is a wholly owned Delaware-based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured. The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., and Orchid Pharma Inc., in the US. Orgenus Pharma Inc. is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA, and handling of logistics and product importation into the US as the Importer of Record for the US Customs. Orchid Pharma Inc., is the commercial entity that started direct marketing and selling your Company''s products in the US generics market place. Orchid Pharma Inc. has established a strong corporate image for your Company in the US and will be launching all future (unpatented) generics products under the Orchid label.

Diakron Pharmaceuticals Inc., USA

Orchid''s stake in Diakron has been a part of the original transaction which includes direct investment and Master Services Agreement (MSA). Your Company has completed most of its MSA obligations to develop and supply clinical quantities of API and extended release formulation.

Orchid Europe Limited, United Kingdom

Your Company''s subsidiary in Europe namely Orchid Europe Limited (OEL) is a wholly owned subsidiary which provides liaising support to the parent Company and its customers in Regulatory, Pharmacovigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company''s wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated mainly to register and market your Company''s products in South Africa. The Company is in the process of submitting dossiers for obtaining marketing approval from the regulatory authority, MCC for various oral products and the applications are at various stages of the registration process.

Associate

Allecra Therapeutics GmbH, Germany

With a view to enter into drug discovery in the areas of obesity, CNS and other therapeutic areas in response to potential MNC interest, Orchid decided to invest in Allecra Therapeutics GmbH (Allecra) and holds 18.27 % stake in the Company. Allecra is a drug development Company based in Germany focused on clinically differentiated products and develops unique products for novel treatments to combat multi drug resistant bacterial infections. Currently the Company is pursuing arbitration proceedings with the Management of Allecra for certain legal dispute concerning the shareholding in the Associate, as according to German Law debt restructuring programme is considered as insolvency proceedings.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial statements presented by the Company include the financial statements of its subsidiaries. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed form AOC-1 is given in Annexure IX, forming part of this report.

Key Managerial Personnel

Shri. K Raghavendra Rao (DIN: 00010096), Managing Director and Shri. L Chandrasekar, CFO & Company Secretary are the Key Managerial Personnel of the Company under the provisions of the Companies Act, 2013.

Extract of Annual Return

As per provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the Form MGT-9 is given in Annexure - VI, forming part of this report.

Board Meetings held during the year

During the year, 6 meetings of the Board of Directors were held. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 and the relevant rules made there under. The details of the meetings held are furnished in the Corporate Governance Report forming part of this report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that :

- In the preparation of the annual accounts for the Financial year 2015-16, the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, i.e. on March 31, 2016 and of the profit or loss of the Company for that period 2015-16.

- The Directors had 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.

- The Directors had prepared the annual accounts for the Financial year 2015-16 on a going concern basis.

- The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

- The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Nomination & Remuneration policy

This Policy lays down standards with respect to the appointment, remuneration and evaluation of Senior Management Personnel, Directors and Key Managerial Personnel of the Company. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads NOMINATION_AND_REMUNERATION_POLICY.pdf.

Appointment and Remuneration of Non-Executive Directors

The Criteria for determining independence of a director are based on the academic accomplishments, qualifications, expertise and experience in their respective fields, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation.

The Independent Directors are appointed after the Nomination and Remuneration committee satisfies itself with regard to the independent nature of the Director with the Company and ensure that the independent Director meets the criteria as stipulated in the Section 149 (7) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Act that, they meet the criteria of independence as provided in Sub- Section 6 of Section 149 of the Act and also under the Listing Regulations, 2015.

Non-Executive Directors are entitled to receive sitting fees for attending the meetings of the Board or Committee thereof, as approved by the Board and within the overall limits prescribed under the Companies Act, 2013 and rules there under.

Related Party Transaction Policy

The Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads/ RELATED-PARTY-TRANSACTION-POLICY.pdf

All the transactions entered with the related parties were in ordinary course of business and are on arm''s length basis and there are no material related party transactions as per policy adopted by the Company. The particulars of contracts or arrangements with the related parties under Section 188(1) are disclosed in Form AOC-2 which is given in Annexure - X, forming part of this report.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of repetitive nature. For the transactions entered into pursuant to the omnibus approval so granted, a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their information and approval at regular intervals.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 the Company had constituted the Corporate Social Responsibility Committee to recommend:

(a) the policy on Corporate Social Responsibility and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

The Board has approved the CSR policy and the same is available on the website of the Company and the web link for the same is http://www. orchidpharma.com/downloads/CSR-POLICY.pdf.

Since the Company did not have any profits for the last three financial years, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities. However, your Company has undertaken the CSR activities voluntarily on Education, Health, Youth development, Women Empowerment, Community assets creation (Infrastructure Development), Environment & Renewable Energy during the financial year 2015-16 through “Orchid Trust" and spent Rs.14.75 Lakhs

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

There are no material changes and commitments affecting the financial position of the Company which have occurred between 31st March 2016 and the date of this report.

Conservation of Energy

Your Company has always been striving hard in the field of energy conservation. Several measures to conserve energy and to reduce associated costs were taken during the fiscal under review as well. The particulars in respect to conservation of energy as required under Section 134(3)(m) of the Companies Act, 2013, are given in Annexure I to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, are given in Annexure II to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 1956, are given in Annexure III to this report.

Risk Management Policy

The details and the process of Risk Management as implemented in the Company are provided as part of Management Discussion and Analysis which forms part of this Report.

Annual evaluation of Board, its Committees and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Companies Act, 2013 and the Listing Regulations, 2015.

The Annual evaluation was carried out as per the format (Questionnaire) prescribed by the Nomination and Remuneration Committee of the Company.

The structured questionnaire covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Directors expressed their satisfaction with the evaluation process.

Change in the Nature of Business

There is no change in the nature of business carried on by your Company during the financial year ended 31st March 2016.

Details regarding deposits, covered under Chapter V of the Act

During the Financial Year 2015-16, your Company did not accept any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits), Rules 2014.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations. All Orders received by the Company from Courts or Tribunals during the year are of routine nature which have no significant /material impact.

Adequacy of Internal Financial Control System

The Company has in place satisfactory internal financial controls with reference to financial statements. These controls ensure the accuracy and completeness of the accounting records and preparation of financial statements.

The Internal Auditors and statutory Auditors review the adequacy of internal control system and suggest necessary checks and balances to ensure and increase the effectiveness of the system.

Vigil Mechanism (Whistle Blower Policy)

The Company has established vigil mechanism that enables the Directors and employees to report genuine concerns. The Company encourages its employees who have their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct to come forward and express concerns without fear of punishment or unfair treatment.

The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/ downloads/ whistle-blower-policy.pdf.

Policy for determining material subsidiaries

The Company has framed a Policy for determining material subsidiaries in compliance with Regulation 16 (1) (c) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, in order to determine the material subsidiaries of the Company. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/ ir_downloads.aspx

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an anti-sexual harassment Policy in line with the requirements of The Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act, 2013.

Grievance redressal cell within the Human Resource Department has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the financial year ended 31st March, 2016.

Environment

Environment management is the prime concern in your Company. Orchid has employed a state of the art technology zero liquid trade effluent treatment plant system and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprises Membrane Bio Reactor, Nano Filtration, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallization plant to treat the entire trade effluent and recycle back into the utility process. Waste Air Treatment is done through installation of process scrubbers, vent gas condensation, Reverse Jet Ventury Filter, Electro Static Precipitator.

Safety Excellence Journey

Safety being a core organizational value, safety is given a first thought to manage the risk even at these challenging times. Though resource constraints have prevented complete risk mitigation, Line Management, Safety Professionals (SPRO) and Leadership in the form of the Central Safety Committee (CSC) have ensured that risks have been contained to keep your Company free from any major incidents. This was possible because of the Orchid''s strong belief on relentless Visible, Felt Leadership.

Safety performance of the various locations are periodically monitored and reviewed by Central Safety Committee and Site Safety Committees.

Safety Site Teams at the locations play a major role in sustaining the safety spirit among the employees.

The Company recognizes the need for influencing skills at different levels to implement safety effectively. Critical safety concerns are being reviewed by Site Heads and progress is tracked in the Central Safety Committee.

All line managers are entrusted to carry out Safety Observation Audits (SOAs) and to identify the hazards in their area and associated unsafe behaviours. This is a unique two-way conversational process to bring about improved safety-behavior and thereby control risk. Orchid also believes that continuous learning is a critical element in Safety Management. Hence various in-house training programs are being conducted to reinforce safe behavior. All incidents are investigated and corrective and preventive actions have been taken.

Particulars of Employees and Remuneration

The Information as required pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure VII to this report.

A statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under rule 5(2) of the rules forms part of this Report. However, as per provision of Section 136 of the Act, the report and accounts are being sent to the members, excluding the aforesaid information which is available for inspection by the members at the registered office of the Company during business hours on all working days. If any member is interested in obtaining a copy, such member may write to the Company Secretary.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in Note No.13 and 32b to the standalone financial statements.

Green Initiative

To augment the green initiative of the Ministry of Corporate Affairs and to reduce carbon foot print, your Company proposes to send various communication including the Annual Reports in electronic form, to the members who have opted for the same. This would help in reducing the number of physical copies to be printed. The full text of the Annual Report 2015-16 is available at www.orchidpharma.com. As a member of the Company, you are entitled to receive all such communications in physical form, upon request.

Corporate Governance

The Company follows the code of Corporate Governance issued by the stock exchanges for listed companies. As a Listed Company, necessary measures are taken to comply with the Listing Regulations. A report on Corporate Governance, along with a certificate of compliance from the Practicing Company Secretary is given in Annexure V and forms part of this Report.

Directors

Nominee Director

During the year, the IDBI Bank Ltd withdrew the nomination of Shri Nagaraj Garla and appointed Shri Rabinarayan Panda, in his place on the Board with effect from December 28, 2015.

Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Shri K Raghavendra Rao, Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Statutory Auditors

The Statutory Auditors, M/s SNB Associates, Chartered Accountants have been appointed for a period of two (2) years from the conclusion of 22nd Annual General Meeting till the conclusion of 24th Annual General Meeting subject to ratification at every AGM. The resolution seeking ratification of their appointment is being sought for in this AGM.

Auditors'' Report

Explanation to the Audit qualifications

The Auditors in their report have made certain observations relating to recovery of advances paid to suppliers, non-provision of diminution in value of investments in foreign R&D subsidiaries and non-provisioning of the hold back amount receivable under the BTA agreement under “Qualified Opinion" in their report to the members.

The Company, for meeting the future business expansion, for sustaining the current regulatory approvals and customer expectations and also to meet the demand for some of the existing products which are increasing both in regulated markets and emerging markets, has given advances to vendors for supply of capital goods and materials. The Company is currently under Corporate Debt Restructuring (CDR) Scheme. Due to financial constraints, the company was not able to take delivery of materials/capital goods and the company is confident that with the revival envisaged under the CDR regime and with the plans of infusion of alternate funding, the Company would be able to take delivery of these materials in due course.

As per the valuation of molecules in its current status, the Company is confident that the value of molecules held by the foreign subsidiaries will be more than the investment. Hence, no adjustment is considered necessary.

In respect of holdback money claims, the Company has refuted its claims through it lawyers. As the BTA transaction has been done in accordance with the CDR terms and conditions and the holdback amount was captured in the CDR package as receivable after a period of 18 months from the date of BTA, the Company is confident of receiving the holdback amount from the party pending finalization of negotiation.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s S Dhanapal Associates, practicing Company Secretaries were appointed to conduct the secretarial audit of your Company for FY2015-16. The secretarial audit report for the year are given in Annexure VIII to this report.

Secretarial Audit Report

In respect of delay in filing/non filing of returns with relevant authorities in certain occasions, the Company is taking necessary steps for filing the returns on time in the ensuing years.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed Shri. V Kalyanaraman, B.Sc., FCMA, as Cost Auditor for the FY 2016-17 and 2017-18, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations.

For the period ended March 31, 2015 (18 months period from October 1, 2013 to March 31, 2015) the due date for filing the cost audit report was September 27, 2015 and the cost audit report was filed on September 23, 2015.

In accordance with the provisions of the Companies Act, 2013, remuneration of the Cost Auditor requires the approval of shareholders and accordingly approval is being sought for the payment of remuneration for the FY 2016-17 and 2017-18.

Acknowledgements

Your Directors are grateful and thankful to all the Banks, Financial Institutions both in public sector and private sector who have fully supported your company''s initiatives during the stressed financial situation and for their wholehearted mandate for restructuring the long term debts of your Company and for their continuous support for meeting the working capital needs of your Company''s businesses.

Your Directors are grateful to the Central and State Governments and the Central DCGI and State FDAs for their support to the Company''s business plans. Your Board places on record their appreciation of the support provided by the customers, suppliers, services providers, medical fraternity and business partners.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. The Directors and the Management acknowledge and are thankful to the employees who stayed back with the Company during this crucial period and for their commitment and contributions for the revival of the businesses and operations.

For and on behalf of the Board

Place: Chennai K Raghavendra Rao

Date: May 27, 2016 Managing Director

---

Mar 31, 2015

Dear Members,

The Company has extended its Financial Year 2013-14 i.e October 01,2013 to September 30, 2014 by a period of six months i.e., up to March 31, 2015 and accordingly has prepared its Financial Statements for a period of 18 months i.e. from October 01,2013 to March 31, 2015 i.e. financial year 2013-2015. Your Directors take pleasure in presenting the report on business and operations of your Company for the Financial Year 2013-15 along with the audited statement of accounts for the same period ended March 31,2015.

The Ministry of Corporate Affairs has, vide General Circular 08/2014 No. 1/19/2013-CL-V dt. 4th April 2014, clarified that the financial statements (and documents required to be attached thereto), auditors report and board's report in respect of financial years that commenced earlier than 1st April 2014 shall be governed by the relevant provisions/schedules/rules of the Companies Act, 1956. In veiw of the same, the aforementioned statements have been prepared in line with the applicable provisions of the Companies Act, 1956.

Performance

The highlights of the financial results for the year 2013 - 2015 are given below:

(Rs. crores)

Particulars 18 months ended 18 months ended

31.03.15 30.09.13

Sales & Operating Income 1,7 36.19 1,906.58

Other Income 42.57 59.77

Total Expenditure 1,416.33 1,776.74

Gross profit 362.2 3 169.61

Interest & Finance Charges 537.00 520.38

Gross Profit after Interest (174.77) (350.77) but before Depreciation and Taxation

Depreciation 321.37 243.86

Profit / (Loss) before Tax, (496.14) (594.63) exceptional and extraordinary items

Exceptional Item 157.26 51.11

Profit / (loss) Before fix (653.41) (543.52) and Extraordinary item

Extraordinary items (270.62) -

Profit Before Tax ( 382.79) (54 3.52)

Provision for Taxation

Current & Deferred Tax (191.75) (13.29)

Profit / (loss) after Tax (191.04) (530.23)

During the financial year 2013-15, your Company achieved a turnover and operating income of Rs.1,736.19 crores (Rs.1,906.58 crores in 2012-13). The gross profit before interest, depreciation and taxes stood at Rs.362.23 crores (Rs.169.61 crores in 2012-13). After providing for interest expense of Rs.537.00 crores (Rs.520.38 crores previous fiscal), depreciation of Rs.321.37 crores (Rs.243.86 crores previous fiscal), Exceptional item Rs.157.26 crores (Rs.51.11 crores previous fiscal) and Extraordinary item Rs.270.62 crores (Nil in previous fiscal], the Loss before tax of the Company was Rs.382.79 crores (Rs.543.52 crores (Loss) previous fiscal). The net loss after tax stood at Rs.191.04 crores (Rs.530.23 crores (Loss) in the previous fiscal).

Business Overview

Your Company had made a reference to the Corporate Debt Restructuring (CDR) Cell constituted by Reserve Bank of India for Restructuring of its financial debt. The CDR Cell considered, admitted and approved the debt restructuring proposal given by the Company. The letter of approval was given on March 10, 2014. The Business Transfer Agreement (BTA) with Hospira for the transfer of Aurangabad Penems and Penicillin Plant and R&D facility at Shozhanganallur was completed on July 4, 2014. For the purpose of implementation of the approved package and also to comply with the post-implementation the CDR Lenders appointed State Bank of India as the Monitoring Institution (MI). To facilitate implementation of the approved package and terms, monitoring the performance of the Company as per the restructured package on a continuous basis, a Monitoring Committee (MC), comprising representatives of five member Banks has been constituted. These initiatives enabled your Company to come out of working capital constraints and resulted in improved performance.

Your Company is in the process of launching new products in NPNC segment in the next financial year for the US, EU and other Markets on expiry of patent cover, which will have a positive impact on the Company's revenue and profitability streams.

Future Prospects

With the restructuring of its debt and implementation of the revival package approved by the CDR Cell, your Company believes that it will gradually be able to revive its operations towards profitability. Your Company has been extremely fortunate to have the full support of its Lenders, Employees, Vendors and Customers during the financial stressed period and all efforts are being made to garner continuously full support to revive the operations of the Company. Although, huge efforts are required towards regaining the confidence of various Stakeholders, your Company is hopeful and confident of accomplishing the same over a period of time.

Regulatory Filings and Approvals

In the generic formulations domain, Orchid's cumulative Abbreviated New Drug Application (ANDA) filings for the US market stood at 46. This includes 8 Para IV FTF (First-To-File) filings. The break-up of the total ANDA filings is 13 in Cephalosporins segment and 33 in NPNC space.

In the European Union (EU) region, the cumulative count of Marketing Authorisation (MA) filings stood at 31. The breakup of the total MA filings is 15 in the Cephalosporin segment and 16 in the NPNC segment.

In the API (Active Pharmaceutical Ingredients) domain, Orchid's cumulative filings of US DMF stand at 76. The break-up of the total filings is 28 in the Cephalosporin Segment, 48 in NPNC segment. In the European market space the cumulative filings of COS (Certificate of Suitability) count remained at 20 which includes 14 in cephalosporin segment, 6 in NPNC segment.

Dividend

Due to losses incurred by the Company during the financial year 2013-15, your Directors express their inability to recommend any dividend to the equity shareholders.

Intellectual Property Rights

During the year, Orchid continued to accelerate the IPR work on a number of products. The total number of patent applications filed by Orchid in various national and international patent offices so far was 889 (including Process, Formulation, NCE, NDDS, Biotech and Generics). As of March 31, 2015, 108 patent applications have been published while 97 patents have been granted cumulatively.

Issue of Equity Shares

To Comply with the requirements of Corporate Debt Restructuring Programme, your Company pursuant to the approval granted by the members through Postal ballot on August 26, 2014, had got inprinciple approval from NSE, BSE & MSE to allot 1,85,12,251 (One Crores Eighty Five Lakhs Twelve Thousand Two Hundred Fifty One Only) equity shares of Rs.10/- each at a premium of Rs.39.79 per share to the Promoter Group Company M/s Orchid Healthcare Private Ltd. Out of the above, your Company allotted 1,48,09,801 shares during December 2014. The remaining 37,02,450 shares would be allotted during 2015-16.

Delisting of Company's Equity Shares from the Madras Stock Exchange Limited

In terms of the Exit Order issued by Securities Exchange Board of India (SEBI) through its circular No. WTM/RKA /MRD/47/2015 dated May 14, 2015 to Madras Stock Exchange Limited (MSE), all the Company's listed in the MSE stands delisted from the date of the above said Exit Order.

Consequent to the above your Company's shares stand delisted from MSE. Presently your Company's shares are listed in National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India.

Employees Stock Option Plan

The details of options granted to employees under the ORCHID ESOP 2010, ORCHID ESOP - DIRECTORS 2011, Orchid ESOP - Senior Management 2011 schemes and the status of such options as on March 31,2015 are given in Annexure IV to this Report.

Your Company formulated the following schemes:-

* Orchid - ESOP 2010 Scheme - grant of 10,00,000 options to the employees of the Company including whole-time Director(s) of the Company but excluding the Promoter Directors. The said scheme was approved by the shareholders at the Annual General Meeting held on July 21, 2010. Your Company granted 9,01,000 options during the year 2010-11. Pursuant to exercise of options by the employees, 10,000 equity shares of Rs.10/- each were issued during the year 2012-13 and as at March 31,2015, the outstanding options yet to be exercised under the said scheme is Nil.

* Orchid ESOP - Directors 2011 Scheme - grant of 5,00,000 options to the directors of the Company including whole-time directors but excluding promoter director. Your Company granted 3,00,000 options during the year 2011-12 and as at March 31, 2015, the outstanding options in force under the said scheme is 80,000.

* Orchid ESOP - Senior Management 2011 Scheme - grant of

10,00,000 options to the employees in the grade of Senior Ma nager and above out of which 7,50,000 options are ear marked to the employees of Orchid and 2,50,000 options to the employees of various subsidiary companies of Orchid, either in India or abroad. Your Company granted 42,700 options during the year 2011-12 and as at March 31,2015, the outstanding options in force under the said scheme are 32,025.

Associate

Allecra Therapeutics GmbH, Germany

With a view to enter into drug discovery in the areas of obesity, CNS and other therapeutic areas in response to potential MNC interest, Orchid decided to invest in Allecra Therapeutics GmbH (Allecra) and presently holds 18.27% stake in the Company. Allecra is a drug development company based in Germany focused on clinically differentiated products and shall develop unique products for novel treatments to combat multi drug resistant bacterial infections.

Subsidiaries

Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment. The current Bexel IP portfolio is being maintained by OCPL global IP unit.

Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc. is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured. The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., and Orchid Pharma Inc., in the US.

Orgenus Pharma Inc. is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies, filing of your Company's Drug Master Files (DMFs) and Abbreviated New Drug Applications (ANDAs) as the Importer of record for your Company with the FDA. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA, and handling of logistics and product importation into the US as the Importer of Record for the US Customs.

Orchid Pharma Inc., is the commercial entity that started directly marketing and selling your Company's products in the US generics market place. Orchid Pharma Inc. has established a strong corporate image for your Company in the US and will be launching all future (unpartnered) generics products under the Orchid label.

Diakron Pharmaceuticals Inc., USA

Orchid's stake in Diakron has been a part of the original transaction which includes direct investment and Master Services Agreement (MSA). Your Company has completed most of its MSA obligations to develop and supply clinical quantities of API and extended release formulation.

Orchid Europe Limited, United Kingdom

Your Company's subsidiary in Europe namely Orchid Europe Limited (OEL) is a wholly owned subsidiary which provides liaising support to the parent Company and its customers in Regulatory, Pharma covigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company's wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated mainly to register and market your Company's products in South Africa. The Company is in the process of submitting dossiers for obtaining marketing approval from the regulatory authority, MCC for various oral products and the applications are at various stages of the registration process.

Orchid Pharma Singapore Private Ltd, Singapore

Your Company incorporated Orchid Pharma Singapore Private Limited a wholly owned subsidiary in Singapore to deal in pharmaceuticals products. During the year 2013-15, your Company closed this subsidiary due to non-commencement of business.

Central Government Approval

The Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has provided general exemption to companies from attaching the balance sheets of their subsidiary companies as required under Section 212(8) of the Companies Act 1956.

The exemption is available provided the companies publish the audited consolidated financial statements in the Annual Report. The consolidated financial statements duly audited are presented along with the accounts of your Company. The statement as required under Section 212 is given as part of the consolidated accounts in this report. The annual accounts of subsidiary companies are kept at the Company's registered office and also at the respective registered office of the subsidiaries for inspection and shall be made available to the members seeking such information.

Fixed Deposit

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

* That in the preparation of the annual accounts for 2013-15 the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

* That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, comprising 18 months, i.e. on March 31, 2015 and of the profit or loss of the Company for that period 2013-15.

* That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* That the Directors prepared the annual accounts for 2013-15 on a going concern basis.

Corporate Social Responsibility (CSR)

During the year, the Company constituted the Corporate Social Responsibility Committee as required under Section 135 of the Companies Act 2013. The Composition of the Committee comprises Shri K N Venkatasubramanian, Shri S Krishnan, and Shri Nagaraj Garla as members. The said committee has been entrusted with responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy. The Board has approved the policy in its meeting held on November 13, 2014 and the same is available on the website of the Company and the web link for the same is http//www. orchidpharma.com/downloads/CSR-POLICY.pdf.

Your Company is undertaking its CSR activity through "Orchid Trust" which qualifies as CSR activity under Schedule VII of the Companies Act 2013. Orchid Trust has undertaken various initiatives and programmes in the following areas such as Education, Health, Youth development, Women Empowerment, Community assets creation (Infrastructure Development), Environment & Renewable Energy.

Various programmes undertaken by Orchid Trust are briefly mentioned here:

Education Development Programmes which includes Orchid Tuition centre, Supplementary Teachers in Schools, Special Coaching for 10th and 12th Standard students.

Health Programmes which includes Transport facilities in case of emergency, Sponsorship to government health programmes, Eye camp.

Women Empowerment Programmes which includes formation of Self Help Group (SHGs), Training on Tailoring, Women counselling center.

Youth development Programmes which includes providing training in various occupation to make them employed and Sponsorship for Sports in the Village panchayats.

Environmental & Renewable energy Programmes which includes Planting tree saplings and Implementation of bio-gas plant instead of LPG.

Nomination & Remuneration policy

During the year, the Company formulated a Nomination and Remuneration Policy in Compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. This Policy lays down standards with respect to the appointment, remuneration and evaluation of Senior Management Personnel, Directors and Key Managerial Personnel of the Company. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads/Nomination-Remuneration-policy. pdf.

Familiarisation Programme for Independent Directors

The Clause 49 of the Listing Agreement with the Stock Exchange stipulates that the Company shall familiarise the independent directors of the Company about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc through various programmes. The detailed familiarisation programme for Independent Directors is available on the website of the Company and the web link for the same is http://www.orchidpharma. com/downloads/Familiarisation-Programme-for-Independant Directors .pdf.

Vigil Mechanism (Whistle Blower Policy)

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct to come forward and express these concerns without fear of punishment or unfair treatment through Vigil Mechanism (Whistle Blower Policy) which provides a channel to the Employees and Directors to report to the Management. The mechanism provides for adequate safeguards against victimisation of employees and Directors.

The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads/ whistle-blower-policy.pdf.

Related Party Transaction Policy

The Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the website of the Company and the web link for the same is http://www.orchidpharma.com/downloads/RELATED-PARTY-TRANSACTION-POLICY. pdf

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the financial period ended March 31,2015.

Environment

Environment management is the prime concern in your Company. Orchid has employed a state of the art technology zero liquid trade effluent treatment plant system and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprises Membrane Bio Reactor, Nano Filtration, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallisation plant to treat the entire trade effluent and recycle back into the utility process. Waste Air Treatment is done through installation of process scrubbers, vent gas condensation, Reverse Jet Ventury Filter, Electro Static Precipitator.

Safety Excellence Journey

Orchid's commitment to Safety, Health and Environment aspects is being sustained with the active participation from various line management functions. Safety performance of the various locations are periodically monitored and reviewed by the Central Safety Committee and Site Safety Committees. Risk assessment and Risk minimisation have taken priority in the last fiscal year. All line managers have carried out Safety Observation Audits (SOAs) to identify the hazards in their respective areas and have helped control the risk through conversation.

The Company recognises the need for effective safety communication in culture building. This is ensured through periodic Safety Talks, Safety Posters and interactive discussions. Orchid also believes that continuous learning is a crucial element in Safety Management. Accordingly, various training programs have been conducted to reinforce safe behavior and also to enhance the necessary skills to perform the job safely.

The Company also does not want to miss any learning opportunity that an incident may offer. Hence, Incident Investigation also is an important area of focus. All incidents are investigated and Corrective and Preventive Action (CAPA) have been taken.

Conservation of Energy

Your Company has always been striving hard in the field of energy conservation. Several measures to conserve energy and to reduce associated costs were taken during the fiscal under review as well. The particulars in respect to conservation of energy as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure I to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure II to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure III to this report.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining a copy of the particulars may write to the Secretary at the Registered Office of the Company.

Corporate Governance

The Company follows the code of Corporate Governance issued by the stock exchanges for listed companies. As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, given in Annexure V, forms a part of this Report.

Green Initiative

To augment the green initiative of the Ministry of Corporate Affairs and to reduce carbon foot print, your Company proposes to send various communication including the Annual Reports in electronic form, to the members who have opted for the same. This would help in reducing the number of physical copies to be printed, thereby contributing to a greener environment. The full text of the current year's (2013-15) annual report is available in an easily navigable format at www.orchidpharma.com. As a member of the Company, you are entitled to receive all such communication in physical form, upon request.

Directors

Appointment of Directors

Shri K N Venkatasubramanian was appointed as Additional Director on the Board on March 31, 2014. Pursuant to the appointment, Shri K N Venkatasubramanian holds office up to the forthcoming Annual General Meeting. A notice has been received from a member as per Section 160 of the Companies Act, 2013 along with the prescribed fee. Shri K N Venkatasubramanian has filed with the Company his declaration of Independence to act as Independent Director for a term of five years if appointed, in terms of Section 149, 150, 152 of the Companies Act 2013. A resolution seeking his appointment as Independent Director is being placed before the members for approval.

Shri R. Kannan was appointed as Additional Director on the Board on May 28, 2015. Pursuant to the appointment Shri R. Kannan holds office up to the forthcoming Annual General Meeting. A notice has been received from a member as per Section 160 of the Companies Act, 2013 along with the prescribed fee. Shri R. Kannan has filed with the Company his declaration of Independence to act as Independent Director for a term of five years if appointed, in terms of Section 149, 150, 152 of the Companies Act 2013. A resolution seeking his appointment as Independent Director is being placed before the members for approval.

Smt Soundara Kumar was appointed as Nominee director of State Bank of India on the board on March 30, 2015. Sri Nagaraj Garla was appointed as Nominee director of IDBI Bank Ltd on the Board on November 13, 2014. Pursuant to their appointment and in line with the provisions of the Companies Act, 2013 both the directors hold office up to the forthcoming Annual General Meeting. Notice has been received from members as per Section 160 of the Companies Act, 2013 along with the prescribed fee relating to appointment of the directors. Both Mr. Nagaraj Garla and Smt Soundara Kumar have filed the consent with the Company to act as Director, if appointed as required under Section 152(5) of the Companies Act 2013. A resolution seeking the appointment of Smt Soundara Kumar and Sri Nagaraj Garla as Directors liable to retire by rotation is being placed before the members for approval.

Vacation of Office

Shri S Yuvaraj was appointed as an additional director by the Board on August 14, 2013 and as a director at the last Annual General Meeting held on March 19, 2014. He now vacates the office pursuant to Section 167(1)(b) of the Companies Act 2013, as he could not attend any of the meetings of the Board of Directors held during the period from April 01, 2014 to March 31, 2015. i.e for a period of 12 months.

Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Shri S Krishnan retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Change in Terms & Remuneration of Managing Director

Given the financial position of the Company, the Board approved a revision in terms & the remuneration of Shri K Raghavendra Rao for a period of 2 years effective from April 01, 2015, in accordance with the various provisions of Companies Act, 2013. However his appointment as a Managing Director already approved by the shareholders &, valid till June 30, 2017 shall be liable to retirement by rotation.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

Auditors

The Statutory Auditors, M/s SNB Associates, Chartered Accountants retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment for a period of two (2) years from the conclusion of this Annual General Meeting till the conclusion of 24th Annual General Meeting. M/s. SNB Associates, Chartered Accountants have furnished certificate under Section 139(1) of the Companies Act, 2013 of their eligibility for the appointment.

Auditor's Report

The Auditors' in their report have made certain observations relating to recovery of advances paid to suppliers, non provision of diminution in value of investments in foreign R&D subsidiaries, receivables from one of the marketing subsidiary and confirmation from Banks for certain loans and Bank accounts under "Qualified Opinion" in their report to the members.

The Company has already implemented the approved CDR package and is gearing its operations. Upon scaling up the operations and volume of business, the Company would be able to take delivery of materials/capital goods and complete the projects. With regard to the diminution in value of investments, the Company is confident that the value of Intellectual Property of the molecules held by the foreign subsidiaries will be more than the investment. In view of the inventory level of the marketing subsidiary and based on the demand and the prevailing prices for the products in those markets, the Company is confident that the subsidiary will be in a position to settle the outstanding payments in a phased manner. The Company was not able to obtain bank statements for two of the loan accounts due to the legal proceedings initiated by them for recovery which are still pending.

The Auditors in their report have further made observations relating to excess remuneration paid to Managing Director and Whole Time Director under "Emphasis of Matter" in their report to the members. The Company has made applications to the Central Government for approval of the excess remuneration paid to the Managing Director and the Whole Time Director for the years 2011-12 & 2012-13 and the approval is awaited. For the Year 2013-15, the Company would be making an application for approval of the Central Government for the excess remuneration paid to the Managing Director.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company has appointed Shri V Kalyanaraman, B.Sc., FCMA, as Cost Auditor for 2014-2015 and 2015-2016, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of both bulk drugs and formulations.

For the year ended September 30, 2013, the due date of filing the cost audit report was March 31,2014 and the cost audit report was filed on February 21,2014.

In accordance with the provisions of the Companies Act, 2013 remuneration of the Cost Auditior requires the approval of Shareholders and accordingly approval is being sought for the payment of remuneration for FY 2013-15 & FY 2015-16.

Acknowledgements

Your Directors are grateful and thankful to all the Banks, Financial Institutions both in public sector and private sector who have fully supported your company's initiatives during the stressed financial situation and for their wholehearted mandate for restructuring the long term debts of your Company and for their continuous support for meeting the working capital needs of your Company's businesses.

Your Directors are grateful to the Central and State Governments and the Central DCGI and State FDAs for their support to the Company's business plans. Your Board places on record its appreciation of the support provided by the customers, suppliers and equipment vendors to the Company.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. The Directors and the Management acknowledge and are thankful to the employees who stayed back with the Company during this crucial period and for their commitment and contributions for the revival of the business and operations.

Your Directors are also thankful for the support received from all other stakeholders, including doctors, medical professionals, consultants, advisors, distributors and business partners.

For and on behalf of the Board

Place: Chennai K Raghavendra Rao Date: May 28, 2015 Managing Director

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Sep 30, 2013

The Directors takes pleasure in presenting the report on business and operations of your Company along with the audited statement of accounts for the financial year ended September 30, 2013.

Performance

Your Company has extended its Financial Year 2012-13 by a period of six months i.e., up to September 30, 2013 and accordingly has prepared its Financial Statements for a period of 18 months i.e. from April 1, 2012 to September 30, 2013. The highlights of the financial results for the year 2012 - 2013 are given below:

(Rs.Cores)

Particulars 18 Months ended 31.09.2013 Year ended 31.03.2012

Sales & Operating Income 1906.58 1736.33

Other Income 39.77 55.81

Total Expenditure 1776.74 1380.41

Gross profit 169.61 411.73

Interests Finance Charges 520.38 179.05

Gross Profit after Interest but before (350.77) 232.68

Depreciation and Taxation

Depreciation 243.86 149.05

Profit/(Loss) before Tax, exceptional and (594.63) 83.62 extraordinary items

Exceptional Item 51.11 83.88

Profit/(Loss) Before Tax and Extraordinary item (543.52) (0.26)

Extraordinary items (80.00)

Profit Before Tax (543.52) 79.74 Provision for Taxation

- Current & Deferred Tax M (13.29) (23.37)

Profit/(Loss) after Tax (530.23) 103.11

During the financial year 2012-13, your Company achieved a turnover and operating income of Rs 1906.58 crores (Rs 1736.33 crores in 2011-12). The gross profit before interest, depreciation and taxes stood at Rs 169.61 crores, 8.90% of turnover (Rs 411.73 crores (23.71 % of turnover) in 2011 -12). After providing for interest expense of Rs 520.38 crores (Rs 179.05 crores previous fiscal), depreciation of Rs 243.86 crores (Rs 149.05 crores previous fiscal), Exceptional item Rs 51.11 crores (Rs 83.88 crores previous fiscal) and Extraordinary item Nil [(Rs 80) crores previous fiscal], the Loss before tax of the Company was Rs 543.52 crores [Rs 79.74 crores (Profit) previous fiscal]. The net loss after tax stood at Rs 530.23 crores (the net profit after tax was Rs 103.11 in the previous fiscal).

Business Overview

During the year your Company recorded a slow growth, recovering from the issues faced in previous financial year - closure of Alathur plant for a period of more than a month on account of an order from Tamil Nadu Pollution Control Board (TNPCB), and liquidity constraints on account of redemption of outstanding FCCBsin February 2012. Despite the tough liquidity and working capital constraints, your Company managed to sustain sales and operating profitability denoting the basic strength of the business. Orchid initiated a process of restructuring its debt and accordingly made a reference to the Corporate Debt Restructuring (CDR) cell. Once CDR process is completed there would be an ease in flow of working capital through rescheduled loan repayment, funding of interest by banks and reduction in rate of interest which would help the Company in improving its performance.

Your Company is planning to launch some new products in the next financial year for the EU and US markets, which are expected to aid in strengthening the revenue/profitability streams of the Company going forward.

Corporate Debt Restructure (CDR)

The Company was admitted for Corporate Debt Restructuring process in August 2013 by the CDR Empowered Group (CDR

EG) with requisite support from Banks.

Your Company had entered into a Business Transfer Agreement (BTA) in August 2012 with Hospira Healthcare India Private Limited, a subsidiary of Hospira Inc., USA, for the sale and transfer of the Company''s Penicillin and Penem API Business together with its manufacturing facilities in Aurangabad and associated Research and Development Unit situated in Shozhanganallur. Your Company obtained the requisite approvals for this transaction as follows - Shareholders approval in October 2012, Competition Commission of India (CCI) clearance in December 2012 and the Foreign Investment Promotion Board (FIPB) clearance in January 2013. Subsequently, the initial consideration of USD 202.50 million was enhanced to USD217.50 million for transfer of additional portion of land and building at R&D Centre Shozhanganallur.

As the Company is admitted for CDR process, the consummation of BTA has been added as a part of the CDR process. The final CDR package is under preparation and expected to be completed in December 2013.

Regulatory Filings and Approvals

In the generic formulations domain, Orchid''s cumulative Abbreviated New Drug Application (ANDA) filings for the US market stood at 43. This includes 8 Para IV FTF (First-To- File) filings. The break-up of the total ANDA filings is 13 in Cephalosporins segment and 30 in NPNC space. Few more ANDAs which are in the later stages of development are expected to be filed in the ensuing quarters.

In the European Union (EU) region, the cumulative count of Marketing Authorisation (MA) filings stood at 30. The break- up of the total MA filings is 1 5 in the Cephalosporin segment and 1 5 in the NPNC segment.

In the API (Active Pharmaceutical Ingredients) domain, Orchid increased its cumulative filings of its US DMF count to 90. The break-up of the total filings is 28 in the Cephalosporin Segment, 47 in NPNC segment, 2 in the Betalactam segment and 13 in the Carbapenems segment. In the European market space the cumulative filings of COS (Certificate of Suitability) count remained at 21 which includes 14 in cephalosporin segment, 6 in NPNC segment and 1 in the betalactam segment. With staunch efforts on product development, the count of filing and approval is set to increase in the current financial year.

Dividend

Due to losses incurred by the Company during the financia year 2012-13, your Directors express their inability to recommend any dividend to the equity shareholders.

Awards

During the year, your Company was conferred with the following awards:

- Top Indian Public Limited Company in Patent at the 5th National Intellectual Property Award 2013, organised by CM in partnership with the Department of Industria Policy & Promotion and Indian Intellectual Property Office, Government of India.

- EXIM Achievement Award 2012 for meritorious export performance by The Tamil Chamber of Commerce, Chennai.

Intellectual Property Rights

During the year, Orchid continued to accelerate the PR work on a number of products. The total number of patent applications filed by Orchid in various national and international patent offices so far was 931 (including Process, formulation, NCE, NDDS, biotech and Generics). As of September 30, 2013, 731 patent applications have been published while 210 patents have been granted cumulatively.

Employees Stock Option Plan

The details of options granted to employees under the ORCHID ESOP 2010, ORCHID ESOP - DIRECTORS 2011, Orchid ESOP - Senior Management 2011 schemes and the status of such options as on September 30, 2013 are given in Annexure IV to this Report.

Your Company formulated a stock option plan viz., Orchid

- ESOP 2010 Scheme for grant of 10,00,000 options to the employees of the Company including whole-time Director(s) of the Company but excluding the Promoter Directors. The said scheme was approved by the shareholders at the Annual General Meeting held on July 21, 2010. Your Company granted 9,01,000 options during the year 2010- 11. Pursuant to exercise of options by the employees, 10,000 equity shares of Rs 10/- each were issued during the year and as at September 30, 2013, the outstanding options yet to be exercised under the said scheme is 5,09,500.

Your Company has also formulated the following schemes which were approved by the shareholders at the Annua General Meeting held on July 29, 2011.

- Orchid ESOP - Directors 2011 Scheme - grant of 5,00,000 options to the directors of the Company including whole- time directors but excluding promoter director. Your Company granted 3,00,000 options during the year 2011 - 12 and as at September 30, 2013, the outstanding options yet to be exercised under the said scheme is 1,00,000.

- Orchid ESOP - Senior Management 2011 Scheme - grant of 10,00,000 options to the employees in the grade of Senior Manager and above out of which 7,50,000 options are ear marked to the employees of Orchid and 2,50,000 options to the employees of various subsidiary companies of Orchid, either in India or abroad. Your Company granted 42,700 options during the year 2011-12 and as at September 30, 2013, the outstanding options yet to be exercised under the said scheme are 42,700.

Associate

Allecra Therapeutics GmbH, Germany

With a viewto enter into drug discovery in the areas of obesity, CNS and other therapeutic areas in response to potentia MNC interest, Orchid decided to invest in Allecra Therapeutics GmbH (Allecra) and presently holds 20.65% stake in the Company. Allecra is a drug development company based in Germany focused on clinically differentiated products and shall develop unique products for novel treatments to combat multi drug resistant bacterial infections.

Joint Venture Company

NCPC Orchid Pharmaceutical Company Limited, China

NCPC Orchid Pharmaceutical Company Limited was incorporated in 2002, as a joint venture in China for manufacture of sterile cephalosporin APIs. The Joint Venture Partner North China Pharmaceuticals Company Limited (NCPC) desired to re-organise the JV Company and make it as their subsidiary Company. As a result, Orchid made an exit from the Joint Venture during the year 2012-13.

Subsidiaries

Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment. The current Bexel IP portfolio is being maintained by OCPL globa IP unit.

Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding companyin the United States, under which all theoperationa business subsidiaries have been structured. The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., and Orchid Pharma Inc., in the US.

Orgenus Pharma Inc., is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies, filing of your Company''s Drug Master Files (DMFs) and Abbreviated New Drug Applications (ANDAs) as the Importer of record for your Company with the FDA. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA, and handling of logistics and product importation into the US as the Importer of Record for the US Customs.

Orchid Pharma Inc., is the commercial entity that started directly marketing and selling your Company''s products in the US generics market place. Orchid Pharma Inc., has established a strong corporate image for your Company in the US and will be launching all future (unpartnered) generics products under the Orchid label.

Diakron Pharmaceuticals Inc., USA

Orchid''s stake in Diakron has been a part of the original transaction which includes direct investment and Master Services Agreement (MSA). Your Company has completed most of its MSA obligations to develop and supply clinica quantities of API and extended release formulation.

Orchid Europe Limited, United Kingdom

Your Company''s subsidiary in Europe namely Orchid Europe Limited (OEL) is a wholly owned subsidiary which provides liasing support to the parent Company and its customers in Regulatory, Pharma covigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company''s wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated mainly to register and market your Company''s products in South Africa. The Company is in the process of submitting dossiers for obtaining marketing approval from the regulatory authority, MCC for various oral products and the applications are at various stages of the registration process.

Orchid Pharma Singapore Private Ltd, Singapore

During the year, your company incorporated Orchid Pharma Singapore Private Limited a wholly owned subsidiary in Singapore to deal in pharmaceuticals products.

Closure of Orchid Pharma Japan K K

Orchid Pharma Japan KK was incorporated during April 2008 as a subsidiary of your Company in order to foray into the high potential and growing Japanese generics market. During the year 2012-13, your Company closed this subsidiary, as its business activities have been very much constrained due to the non-availability of customer questing samples and test data as a result of Orchid''s financial conditions.

Central Government Approval

The Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has provided genera exemption to companies from attaching the balance sheets of their subsidiary companies as required under Section 212(8) of the Companies Act, 1956.

The exemption is available provided the companies publish the audited consolidated financial statements in the Annual Report. The consolidated financial statements duly audited are presented along with the accounts of your Company. The statement as required under Section 212 is given as part of the consolidated accounts in this report. The annua accounts of subsidiary companies are kept at the Company''s registered office and also at the respective registered office of the subsidiaries for inspection and shall be made available to the members seeking such information.

Fixed deposit

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

- That in the preparation of the annual accounts for 2012- 13 the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

- That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (30th September 2013) and of the profit or loss of the Company for that period (2012-13).

- That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Directors prepared the annual accounts for 2012- 13 on a going concern basis.

Corporate Social Responsibility (CSR)

It is the strong belief of Orchid that Corporate Social

Responsibility means a holistic development of the community that caters the basic needs on education, health, women and child development, Youth development, capacity building and infrastructure. These are the major areas where significant contribution was achieved with public participation this year.

Mission

To accelerate sustainable development of rural areas by empowering socially and economically deprived sections.

Our Approach :

ORCHID

GOVERNMENT NGOs

As a Corporate Orchid believes in playing the role of a catalyst in bringing the resources and knowledge for development with people''s participation.

Education

Poor Socio-Economic conditions, lack of motivation, lack of infrastructure and poor coaching are some of the challenges which affect rural children''s education and the continuity. Orchid Trust has understood these issues and has planned its education promotion initiatives for their educationa improvement.

Facilitating better training

Appointment of 24 supplementary teachers in schools through the PTA (Parent Teacher Association) in schools were made during the year, where there are no sufficient teachers. As a result the school final year result has improved. The average SSLC results and Higher secondary results percentage have increased considerably due to this assistance.

Running of four community tuition centers, teaching aids to seven Government schools and sponsorship of higher education to 48 poor deserving students were made aimed at making education available to all and providing an atmosphere of pleasant learning to students. Educationa institutes and Grass root associations were involved in research to find out school drop outs and to bring them back to schools.

Summer Camp to Rural children

Summer camp to school going students was organised this year, more than 196 children participated in the camp. Yoga, music, sports, physical exercise, drawing and painting, clay modelling, dance, Karate, drama are some of the programs that were given as entertainment on a participatory approach.

Other Educational Programs

Career guidance programs, best student and Teachers award, talent improvement programmes, school annual day sponsorships, sponsorship of prizes for school awareness programmes are some of the activities that helped the students in improving their skills.

Student Counselling Program

Children were given proper guidance and advice by a professional counsellor whenever they had any persona problems or poor performance in their studies. The counsellor was able to identify the root cause and helped the students to overcome the problems that they faced and facilitated the students to find solutions to solve the issues. This program has helped more than 146 students this year.

Special coaching to SSLC students

Orchid in coordination with the school Parent Teachers'' Association conducted an intensive night coaching for one month for selected students who appeared for public examination in 10th and 12th standard. Teachers volunteered to be available for students to clear their doubts. This program was organised in 7 schools that benefited 346 students.

Health

Mobile Health Program

Orchid Trust conducts weekly village health camp programs for the villages. The exclusive medical team for this purpose visits Pattipulam (in East Coast Road) and Alathur (in Old Mamallapuram Road). Large numbers of people are benefited from this programme/visits, regularly.

Eye Camp

Orchid Trust in coordination with Sankara Hospital conducted 12 monthly eye camps and did eye screening for more than 800 people and free cataract surgery for more than 60 people. A tie up has also been made with Pamma Shankara Hospital for weekly eye camp program in Primary Health Centre, Tiruporur.

Special Health Camp to Women and Children

Mother and child care is one of the basic aspects of health care which is lacking in rural areas and the same may be attributed to many reasons like early marriage, ignorance and the socio economic conditions. The poor rural women were trained on nutrition, vaccination and other aspects of child care.

Orchid Trust in coordination with the ICDS (Integrated Child Development Services) organised a pediatric camp in Tiruporur near Alathur. Many women willingly participated and shown keen interest in learning the aspects. As many as 450 women were benefited by way of consultancy and free treatment.

Sponsorship of Government Health Programs

Orchid Trust brings in more response for Government initiatives like Pulse Polio drive, Health Camps organised by local Primary Health Centre. These sponsorship includes provision of vehicles, food, notice, posters, medicines and program sponsorships.

Empowerment of Women through SHGs

Tailoring for women

The training given to the Self Help Groups (SHGs) on tailoring and embroidering also gave an employment opportunity to the women in apparels. Women were able to get jobs in the nearby export garment units; 14 out of 65 women trained got job opportunities. Leadership training was imparted to 73 SHGs.

Greenery Development

In order to create awareness and to involve women in greenery development initiatives, a program was organised in Alathur in coordination with NEED Trust, Tiruporur known for greenery development initiatives. More than 300 women from the adopted villages took part and received saplings to plant and raise it in their houses.

Infrastructure Development

School buildings

Orchid paid the public contribution part to four school buildings and drinking water were improved in those schools. All these were possible only under the Government scheme called ''Namakku Naame'' with the support of grass root associations and the elected body members.

Canal Distilling

Canal distilling is an ongoing activity for enabling agricultura development in the area. More than 300 acres of land got benefited out of this

Youth Development

Orchid Trust used sports as a gateway to reach the youth. More than 25 youth functions were sponsored. The next step was to offer variety of training programmes on Personality Development, Career Guidance, Self Esteem, Spoken English and Entrepreneurship Development Programmes to change the attitude of youth towards unemployment and motivate them to take up self employment as the alternative.

Environment

Environment management is the prime concern in your Company. Orchid has employed a state of the art technology zero liquid trade effluent treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprises Membrane Bio Reactor, Nano Filtration, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallisation plant to treat the entire trade effluent and recycle back into the utility process.

Waste water Treatment:

Orchid has segregated the effluent as per the guidelines of Corporate Responsibility for Environmental Protections for pharmaceuticals industries i.e. Low Total Dissolved Solids effluent (including sewage) and High Total Dissolved Solids effluent.

Waste Air Treatment

The major emissions from the Unit are emissions from the boiler, power plant, process scrubbers and powder processing area. Orchid installed process scrubbers in all the production blocks to treat the waste air generating from process reactors. These scrubbers are made up of FRP (fiber reinforced plastic) with structure packing to enhance the efficiency of the scrubbing. The emissions from the process scrubbers meet the general emission standards prescribed by the Pollution Control Board. The scrubbed liquid is sent back to waste water treatment plant for further treatment.

Vent Gas Condensation

Orchid installed the vent gas condensation system for fugitive emissions from the storage tanks of solvents and secondary condensers of solvent recovery area to control the fugitive emissions. The collected solvent is recycled back into the process.

Reverse Jet Ventury Filter

Orchid installed reverse jet ventury filter to control the dust emission during the powder processing of bulk drugs.

You would be happy to note that Orchid is the first bulk drug company in the country which was certified with ISO - 14001 in the year 1999 itself by Dutch Council and has been retaining the certificate continuously for its environment management system.

Safety Excellence Journey:

Orchid''s thrust on Safety and Health has persisted meticulously during this financial period. The sustained safety excellence journey is achieved with the high level participation from various line management functions.

Orchid''s integrated Safety organisation structure and line management responsibility has become one of the key strengths in maintaining safety in all its Units. In addition to Process safety, Orchid strongly believes that human behavior plays a key role, in building safety culture. Hence to monitor and reinforce actions on process safety, safety observation and audit (SOA), is a key focus area in Our Central Safety Committee meetings (CSC). To give thrust to Process safety management the Company continues to develop inherently safe processes with the help of in-house process safety labs.

The CSC meets regularly and review progress on Safety elements and also provides directions to various subcommittees which work towards identifying hazards and minimising the risks at all levels.

Conservation of energy

Your Company has always been striving hard in the field of energy conservation. Several measures to conserve energy and to reduce associated costs were taken during the fiscal under review as well. The particulars in respect to conservation of energy as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure I to this report.

Technology absorption

The particulars in respect of R&D/Technology absorption as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure II to this report.

Foreign exchange earnings and outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure III to this report.

Particulars of employees

nformation as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining a copy of the particulars may write to the Secretary at the Registered Office of the Company.

Corporate Governance

The Company follows the code of Corporate Governance issued bythestockexchangesfor listed companies. Corporate Governance info given in Annexure V to this Report. A compliance certificate from the Practicing Company Secretary is appended to this report.

Green Initiative

To augment the green initiative of the Ministry of Corporate Affairs and to reduce carbon foot print, your Company proposes to send various communication including the Annual Reports in electronic form, to the members who have opted for the same. This would help in reducing the number of physical copies to be printed, thereby contributing to a greener environment. The full text of the current year''s (2012- 13) annual report is available in an easily navigable format at www.orchidpharma.com. As a member of the Company, you are entitled to receive all such communication in physical form, upon request.

Directors Appointment of Director

Shri S. Yuvaraj was appointed as Additional Director on the Board on August 14, 2013. Pursuant to the appointment, Shri S. Yuvaraj holds office up to the date of the forthcoming Annual General Meeting. A notice has been received from a member as per Section 257 of the Companies Act, 1956 along with the prescribed fee. Shri S. Yuvaraj has also filed with the Company his consent to act as Director, if appointed, as required under Section 264(1) of the Companies Act, 1956. A resolution seeking his appointment as Director is being placed before the members for approval.

Change in Designation

Shri S. Krishnan, whole-time director of Orchid, resigned from the services of the Company on April 17, 2013. He continues to be on the Board as Non-executive Director.

Resignation of Directors

Shri Deepak Vaidya, Director of Orchid, resigned from the Board with effect from November 19, 2012. The Board places on record its appreciation for the contribution made by Shri Deepak Vaidya during his tenure as Director.

Shri Bharat D Shah, Director of Orchid, resigned from the Board with effect from November 15, 2012. The Board places on record its appreciation for the contribution made by Shri Bharat D Shah during his tenure as Director.

Prof. Bala V Balachandran, Director of Orchid, resigned from the Board with effect from August 14, 2013. The Board laces on record its appreciation for the contribution made by Prof. Bala V Balachandran during his tenure as Director.

Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri.S.Krishnan retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

None of the Directors of the Company are disqualified under Section 274(1 )(g) of the Companies Act, 1956.

Auditors

The Statutory Auditors, M/s SNB Associates, Chartered AccountantsretireattheforthcomingAnnual General Meeting, and being eligible, offer themselves for re-appointment. M/s. SNB Associates, Chartered Accountants have furnished certificate under section 224(1 B) of the Companies Act, 1956 of their eligibility for the appointment.

Auditor''s Report

The Auditor''s in their report have made certain observations relating to recovery of advances paid to suppliers, non provision of diminution in value of Investments in a foreign R&D subsidiary and non-provision of penal interest on loans taken by the Company under ''Qualified Opinion'' in their report to the members.

The Company has already been admitted for Corporate Debt Restructuring (CDR) scheme and the final approva for the scheme is expected. Due to financial constraints, the Company was not able to take delivery of materials / capital goods and the Company is confident that with the CDR approval, the Company would be able to take delivery of these materials in due course. As far as the diminution in value of investments is concerned, the Company is confident that the value of molecules held by the foreign subsidiary will be more than the investment. With the approval for the CDR scheme, the interest liability will come down and hence there will be no need for any provision for penal interest. The Management confirms that there will be no impact on the financials on account of the matters referred to in the Auditor''s report.

The Auditor''s in their report have further made observations relating to notice given by IDBI Bank Limited to convert the term loan into shares and the excess remuneration paid to the Managing Director and the Whole time Director under ''Emphasis of Matter'' in their report to the members.

IDBI Bank Limited has given notice to the Company to convert the term loan amounting to Rs 30.19 crores into shares at par as per the terms of the Loan agreement. The same has been disputed by the Company. IDBI has filed a Civil Suit which is pending before the Honourable High Court of Madras.

The Company has paid remuneration to the Managing Director and the Whole time Director based on the approval given by the shareholders at the Annual General Meetings held on September 20, 2012 and July 21, 2010, respectively. Due to the loss incurred by the Company during the year 2012-13, the Company is making an application for the approval of the Central Government for the remuneration paid to Chairman & Managing Director and Executive Director.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted under Section 233B of the Companies Act, 1956. Consequently, your Company has appointed Shri V Kalyanaraman, B.Sc, FCMA, as Cost Auditor for 2012-13 and 2013-14, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of both bulk drugs and formulations.

For the year ended March 31, 2012, the due date of filing the cost audit report was December 31, 2012 and the actua date of filing the cost audit report was December 29, 2012.

Acknowledgements

Your Directors are thankful to various public sector and private sector banks and financial institutions for meeting the long term and working capital needs of the Company''s businesses.

The Directors are grateful to the Central and State Governments and the Central DCGI and State FDAs for their continued support to the Company''s expansion plans. Your Board places on record its appreciation of the support provided by the customers, suppliers and equipment vendors to the Company. Your Directors are also thankful to the vendors, distributors and agents for their continued support.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company.

For and on behalf of the Board

Place: Chennai K Raghavendra Rao

Date: November 29, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors take pleasure in presenting the report on business and operations of your Company along with the audited statement of accounts for the financial year ended March 31, 2012. The highlights of the financial results for the year 2011 -12 are given below:

Rs. (Rs crore)

Particulars Year ended Year ended March 31,2012 March 31,2011

Sales & Operating Income 1,736.33 1,663.34

Other Income 55.81 48.79

Total Expenditure 1,380.41 1,314.81

Gross Profit 411.73 397.32

Interests Finance Charges 179.05 115.76

Gross Profit after Interest but before 232.68 281.56

Depreciation and Taxation

Depreciation 149.05 128.45

Profit/(Loss) before Tax, Exceptional and 83.62 153.11

Extraordinary Items

Exceptional Item 83.88 (20.69)

Profit/(Loss) Before Tax and Extraordinary Items (0.26) 173.80

Extraordinary Items (80.00) -

Profit Before Tax 79.74 173.80

Provision for Taxation

- Currents Deferred Tax (23.37) 14.32

- Profit/(Loss) After Tax 103.11 159.48

PERFORMANCE

During 2011-12, your Company achieved a turnover and operating income of Rs 1,736.33 crore as compared to Rs 1,663.34 crore in 2010-11 recording a growth rate of 4.38%. The gross profit before interest, depreciation and taxes stood at Rs 411.73 crore (23.71% of turnover) as compared to Rs 397.32 crore (23.88% of turnover) of last fiscal. After providing for interest expense of Rs 179.05 crore (Rs 115.76 crore previous fiscal), depreciation of Rs 149.05 crore (Rs 128.45 crore previous fiscal), Exceptional item Rs 83.88 crore (Rs Nil previous fiscal) and Extraordinary item Rs 80 crore (Rs Nil previous year), the profit before tax of the Company was Rs 79.74 crore (Rs 173.81 crore previous fiscal). The net profit after tax stood at Rs 103.11 crore (5.94% of turnover) compared to the net profit after tax of Rs 159.48 crore (9.6% of turnover) in the previous fiscal.

BUSINESS OVERVIEW

During the year, your Company continued to record a strong growth in its operational performance inspite of its API plant in Alathur being closed for more than a month owing to the closure order from the Tamil Nadu Pollution Control Board (TNPCB), fire accident at the R&D centre and liquidity constraints on account of redemption of outstanding Foreign Currency Convertible Bonds. The business model change that your Company had initiated post the inject able business transfer to Hospira in 2010 continues to augur well with the several long-term supply contracts entered into with large global players paving the way for continued robust earnings. Our Active Pharmaceutical Ingredient (API) supply arrangement continued to perform significantly well, registering higher than expected business volumes.

Your Company is planning to launch several products during the current financial year 2012-13 for the EU and US markets, which are expected to strengthen the revenue streams for regulated generics business of the Company from the current financial year 2012-13.

REGULATORY FILINGS AND APPROVALS

In the generic formulations domain, Orchid's cumulative Abbreviated New Drug Application (ANDA) filings for the US market stood at43. This includes 8 Para IV FTF (First—To—File) filings. The break-up of the total ANDA filings is 13 in Cephalosporins segment and 30 in NPNC space. Few more ANDAs which are in the later stages of development are expected to be filed in ensuing quarters.

In the EU region, the cumulative count of Marketing Authorisation (MA) filings stood at 28. The break-up of the total MA filings is 13 in the Cephalosporin segment and 15 in the NPNC segment.

In the Active Pharmaceutical Ingredients (API) domain, Orchid increased the cumulative filings of its US Drug Master Files (DMF) count to 89. The break-up of the total filings is 28 in the Cephalosporin Segment, 47 in NPNC segment, 2 in the Betalactam segment and 12 in the Carbapenems segment. In the European market space the cumulative filings of CoS (Certificate of Suitability) count remained at 21 which includes 14 in cephalosporin segment, 6 in NPNC segment and 1 in the betalactam segment. With staunch efforts on product development, the count of filing and approval is set to increase in the current financial year.

DIVIDEND

Your Directors recommend a 30% dividend (Rs 3/- per equity share of Rs 10/-each) for the year ended March 31, 2012, subject to the approval of shareholders at the ensuing Annual General Meeting. Under the Income Tax Act, 1961, the receipt of dividend is tax-free in the hands of the shareholders.

AWARDS

During the year, your Company was conferred with the following awards:

- Export Excellence Award 2010-11 by MEPZ - Special Economic Zone, Government of India.

- EXIM Achievement Award 2011 for meritorious export performance under the category Air Exports by The Tami Chamber of Commerce, Chennai.

- Gold Patent Award for the year 2010-11 in recognition of its commendable contribution to R&D in Drug Discovery Sector by the Pharmaceutical Export Promotion Council.

- IGCW - 2011 Green Innovation Award for the outstanding research in the field of Green Chemistry & Engineering.

INTELLECTUAL PROPERTY RIGHTS (IPR)

During the year, Orchid continued to accelerate the Intellectual Property Rights work on a number of products. The total number of patent applications filed by Orchid in various national and international patent offices so far is 904 (including Process, Formulation, NCE, NDDS, Biotech and Generics). As of March 31, 2012, 722 patent applications have been published while 170 patents have been granted cumulatively.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

Your Company had issued Foreign Currency Convertible Bonds amounting to US$ 175 million in February 2007, which was listed on the Singapore Stock Exchange. During the years 2008-09and 2009-10,theCompany bought back FCCBs amounting to US$ 37.80 million and US$ 19.778 million respectively. The outstanding bonds due for redemption in February 2012 was US$ 117.422 million.

Accordingly, your Company redeemed the aforesaid outstanding FCCBs, including yield-to-maturity, aggregating to US$ 167.64 million (Rs 824.08 crore), on the due date i.e. February 28,2012.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The details of options granted to employees under the ORCHID - ESOP 2010, ORCHID - ESOP Directors 2011, ORCHID - ESOP Senior Management 2011 schemes and the status of such options as on March 31, 2012 are given in Annexure IV to this Report.

Your Company formulated a stock option plan viz., ORCHID-ESOP 2010 Scheme for grant of 1,000,000 options to the employees of the Company including Whole Time Director(s) of the Company but excluding the Promoter Director(s). The said scheme was approved by the shareholders At the Annual General Meeting held on July 21, 2010. Your Company granted 901,000 options during the year 2010-11 and as on March 31, 2012, the total number of options in force under the said scheme are 854,000.

Your Company has also formulated the following schemes which were approved by the shareholders at the Annual General Meeting held on July 29, 2011.

- ORCHID - ESOP Directors 2011 Scheme - grant of 500,000 options to the Directors of the Company including Whole Time Director(s) but excluding Promoter Director(s). Your Company granted 300,000 options during the year and as at March 31, 2012, the total number of options in force under the said scheme are 250,000.

- ORCHID - ESOP Senior Management 2011 Scheme - grant of 1,000,000 options to the employees in the grade of Senior Manager and above out of which 750,000 options will be granted to the employees of Orchid and 250,000 options to the employees of various subsidiary companies of Orchid, either in India or abroad. Your Company granted 42,700 options during the year and as at March 31, 2012, the total number of options in force under the said scheme are 42,700.

AMALGAMATION OF WHOLLY OWNED SUBSIDIARY WITH THE COMPANY

During the year, Orchid Research Laboratories Limited (ORLL) a wholly-owned subsidiary was merged with your Company with effect from April 01, 2010 i.e. 'the Appointed Date'. The Hon'ble High Court of Madras had vide its Order dated March 20, 2012, sanctioned the Scheme of Amalgamation of ORLL with your Company. The scheme became effective from March 30, 2012 upon filing the certified true copy of High court orders with the Registrar of Companies, Chennai, Tamil Nadu.

OVERSEAS JOINT VENTURES

NCPC Orchid Pharmaceutical Company Limited, China

Your Company's 50:50 joint venture in China, NCPC Orchid Pharmaceuticals established for manufacture of sterile cephalosporin Active Pharmaceutical Ingredients (API) continued to perform well. The joint venture is profitable with a significant sales turnover of US$ 52.11 million during the year under review.

SUBSIDIARIES

Bexel Pharmaceuticals Inc., USA (Bexel)

During the yea r, Bexel became a 100% subsidiary of your Company upon amalgamation of Orchid Research Laboratories Limited with your Company. Bexel was incorporated basically to conduct Research & Development activities in New Drug Discovery segment. Bexel provides all scientific documentation to Orchid Research Laboratories Limited, which as of March 30, 2012, stands amalgamated with your Company. The current Bexel IP portfolio is being maintained by Orchid global Intellectual Property (IP) unit. During the year, Bexel has conducted advanced studies on BLX-1002, while Phase Ha clinical studies has been initiated for the indication of Non-alcoholic fatty liver disease (NAFLD) / Non-alcoholic Steatohepatitis (NASH).

Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding Company in the US, under which all the operational business subsidiaries have been structured. The Company currently has two operating Subsidiaries, namely Orgenus Pharma, Inc., and Orchid Pharma, Inc., in the US.

Orgenus Pharma Inc., is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies, filing of your Company's Drug Master Files (DMFs) and Abbreviated New Drug Applications (ANDAs) as the Importer of record for your Company with the FDA. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA and handling of logistics and product importation into the US as the Importer of Record for the US Customs.

Orchid Pharma, Inc., is the commercial entity that started directly marketing and selling your Company's products in the US generics market place. Orchid Pharma Inc. has established a strong corporate image for your Company in the US and will be launching all future (un partnered) generics products under the Orchid label.

Diakron Pharmaceuticals Inc., USA

During the year, your Company increased its stake in Diakron Pharmaceuticals Inc., and holds 76.4% in the Company. Orchid's stake in Diakron has been a part of the original transaction which includes direct investment and Master Services Agreement (MSA). Your Company has completed most of its MSA obligations to develop and supply clinical quantities of Active Pharmaceutical ingredients (API) and extended release formulations.

Orchid Europe Limited, United Kingdom

Your Company's subsidiary in Europe namely Orchid Europe Limited (OEL) is a wholly owned subsidiary which provides liaising support to the parent Company and its customers in Regulatory, Pharmaco vigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company's wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated mainly to register and market your Company's products in South Africa. The Company is in the process of submitting dossiers for obtaining marketing approval from the regulatory authority, MCC for various or a products and the applications are at various stages of the registration process.

Orchid Pharma Japan K K

The subsidiary Company in Japan has continued to make noteworthy progress during the year. At the end of the fiscal year 2011-12, there are 9 Drug Master Files (DMFs) filed with Pharmaceutical and Medical Devices Agency (PMDA) of Japan and additional Drug Master Files (DMFs) will be filed in the current financial year to meet the market needs.

During the year under review, the Company successfully started supplies to few Japanese Pharma Companies and business discussions are on with various companies for supply of new products and the Company is expected to make good progress on both business and regulatory fronts during the current year.

GENERAL EXEMPTION FROM CENTRAL GOVERNMENT

The Ministry of Corporate Affairs, Government of India vide its circular dated February 8,2011 has provided General exemption to companies from attaching the balance sheets of their subsidiary companies as required under Section 212(8) of the Companies Act 1956.

The exemption is available provided the companies publish the audited consolidated financial statements in the Annual Report. The consolidated financial statements duly audited are presented along with the accounts of your Company. The statement as required under Section 212 is given as part of the consolidated accounts in this report. The Annual accounts of subsidiary companies are kept at the Company's registered office and also at the respective registered office of the subsidiaries for inspection and shall be made available to the members seeking such information.

FIXED DEPOSIT

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

- That in the preparation of the Annual accounts for 2011-12 the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

- That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (March 31,2012) and of the profit or loss of the Company for that period (2011-12).

- That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Directors prepared the Annual accounts for 2011 -12 on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company's constant focus has been on community development as part of its corporate social responsibility initiative. As a part of CSR your Company has created a Trust - 'Orchid Trust', which has adopted 24 villages and 6 panchayats and works continuously in implementing several welfare schemes in key-identified thrust areas like community health development, children education, women empowerment, youth development, community asset creation and a greener environment, self employment and capacity building.

ENVIRONMENT

Environment Management has been a prime focus area of your Company Your Company has employed a state of the art technology, zero discharge liquid trade effluent treatment plant and world class treatment facilities for its liquid and gaseous pollutants Generated from the production processes. The effluent treatment plant comprising Membrane Bio Reactor, Nano Filtration, Reverse Osmosis, Solvent Stripping Column, Therma Evaporation & Crystallisation plant treats the entire trade effluent and recycles it back into the utility process.

Your Company was the first bulk drug manufacturing company in the country to get ISO - 14001 certification in the year 1999 by Dutch Council and has retained the certification continuously for its Environment Management System. Your Company's Active Pharmaceutical Ingredient (API) manufacturing facility at Alathur was re-assessed and was certified with ISO 9001: 2008 (Quality Management System) and ISO 14001: 2004 (Environmental Management System).

SAFETY EXCELLENCE JOURNEY

Safety is a part of the corporate culture in your Company. This includes infrastructural, employee, Environmental and community safety. Starting with the employee induction programme, training programmes on various aspects of operational safety are periodically conducted. In association with a global expert on safety procedures, a number of initiatives have been designed to ensure that all manufacturing processes and systems are executed in the safest manner. These include:

- Use of high-end technologies to recycle discharge and make it toxic free through a series of processes thereby leading to zero discharge manufacturing

- Three-tier safety committees to monitor safety initiatives, standard operating procedures (SOPs), processes and working standards for R&D and manufacturing units

- Round-the-clock medical care and safety training for all employees

- Use of sophisticated equipment in mobile vans to monitor air quality inside and outside plants

In 2011, Orchid's Active Pharmaceutical Ingredient (API) manufacturing facility at Alathur was awarded with OHSAS 18000: 2007 (Occupational Health and Safety Management System) certification.

The year 2011-2012 saw an all-round improvement in various elements of safety in the Company. By focusing on repeat incidents and carrying out necessary corrective and preventive actions, your Company was able to achieve considerable reduction in incidents. The Central Safety Committee continued to monitor safety, health and environment performance and provide necessary direction for improvement through regular monthly reviews.

CONSERVATION OF ENERGY

Your Company has always been striving hard in the field of energy conservation. Several measures to conserve energy and to reduce associated costs were taken during the fiscal under review as well. The particulars in respect to conservation of energy as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure I to this report.

TECHNOLOGY ABSORPTION

The particulars in respect of R&D/Technology absorption as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure II to this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 217 (1)(e)of the Companies Act, 1956, are given in Annexure III to this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining a copy of the particulars may write to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE

The spirit of good Corporate Governance remains integral to the Company's corporate philosophy. The Company follows the code of Corporate Governance issued by the stock exchanges for listed companies. For 2011-12 all information relating to Corporate Governance is given in Annexure V to this Report. A compliance certificate from the Statutory Auditors is appended to this report.

GREEN INITIATIVE

To augment the green initiative of the Ministry of Corporate Affairs and to reduce carbon foot print, your Company sends various communication including the Annual Reports in electronic form, to the members who have opted for the same. This helps in reducing the number of physical copies to be printed, thereby contributing to a greener environment. The full text of the current year's (2011-12) Annual report will also be available in an easily navigable format on our website, www.orchidpharma.com. As a member of the Company, you will always be entitled to receive all such communication in physical form, upon request.

DIRECTORS

Resignation of Directors

Shri R Sankaran, who has been a Director of Orchid, resigned from the Board with effect from January 9, 2012. The Board places on record its appreciation for the contribution made by Shri R. Sankaran during his tenure as Director.

Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri Deepak Vaidya retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Reappointment of Chairman & Managing Director

The tenure of Shri K Raghavendra Rao as Chairman & Managing Director of the Company expires on June 30, 2012. The Board of Directors at their meeting held on May 14, 2012 reappointed Shri K Raghavendra Rao as the Chairman & Managing Director of the Company for another period of 5 (five) years with effect from July 01, 2012 subject to the approval of members in the ensuing Annual General Meeting. The notice convening the Annual General Meeting includes the proposal for reappointment of Shri K Raghavendra Rao.

None of the Directors of the Company are disqualified under Section 274(1 )(g) of the Companies Act, 1956.

AUDITORS

The existing Statutory Auditors, M/s SNB Associates, Chartered Accountants retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. M/s. SNB Associates, Chartered Accountants have furnished certificate under Section 224(1 B) of the Companies Act, 1956 of their eligibility for the appointment.

AUDITORS'REPORT

In reference to the point no. 5 of the Auditors' Report on the standalone accounts, the Company will be making an application to the Central Government seeking approval for the remuneration paid.

COST AUDIT

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted under Section 233B of the Companies Act, 1956. Consequently, your Company has appointed Shri V Kalyanaraman, B.Sc, FICWA, as Cost Auditor for 2012-13 and 2013- 14, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of both bulk drugs and formulations.

For the year ended March 31, 2011, the due date of filing the cost audit report was September 30, 2011 and the actual date of filing the cost audit report was August 20, 2011.

ACKNOWLEDGEMENTS

Your Directors are thankful to various public sector and private sector banks and institutions for meeting the long term and working capital needs of the Company's expanding operations and also the holders of Foreign Currency Convertible Bonds (FCCBs) and Global Depositary Receipts (GDRs) for their support.

The Directors are grateful to the Central and State Governments and the Central DCGI and State FDAs for their continued support to the Company's expansion plans. Your Board places on record its appreciation of the support provided by the customers, suppliers and equipment vendors to the Company. Your Directors are also thankful to the vendors, distributors and agents for their continued support.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company.

For and on behalf of the Board

Place: Chennai K Raghavendra Rao

Date: May 14,2012 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report of your Company along with the audited statement of accounts for the financial year ended March 31, 2011. The Report also includes the consolidated financial statements and the Management's Discussion and Analysis Report in accordance with the guidelines on Corporate Governance. The highlights of the financial results for 2010-2011 are given below:

(Rs crore)

Particulars Year ended 31.03.2011 Year ended 31.03.2010

Sales & operating income 1663.34 1249.83

Other income 7.60 1016.58

Total expenditure 1252.92 1422.55

Gross profit 418.02 843.87

Interest & finance charges 115.76 241.23

Gross profit after interest but before depreciation and taxation 302.26 602.64

Depreciation 128.45 151.10

Profit / (Loss) from ordinary activities before exceptional items 173.81 451.53

Exceptional item - 8.52

Profit / (Loss) before tax 173.81 460.05

Provision for taxation

- Current & deferred tax 14.32 128.71

Profit / (Loss) after tax 159.48 331.34

Add: Surplus brought forward 58.59 28.32

Surplus available 218.08 359.66

Appropriations:

- Transfer to general reserve 150.00 200.00

- Excess provision of dividend for earlier year written back (21.74) (2.47)

- Dividend 25.57 88.79

- Tax on distributed profits 4.15 14.75

Balance carried to balance sheet 60.09 58.59

Performance

During 2010-11, your Company achieved a turnover and operating income of Rs 1663.34 crore compared to Rs 1249.83 crore in 2009-10. The gross earnings before interest, depreciation and taxes stood at Rs 418.02 crore for the current financial year. The gross earnings for the previous year included the profit on sale of undertaking and thus not comparable. After providing for interest expense of Rs 115.76 crore (Rs 241.23 crore previous fiscal) and depreciation of Rs 128.45 crore (Rs 151.10 crore previous fiscal), the profit before tax of the Company was Rs 173.81 crore.The net profit after tax stood at Rs 159.48 crore, compared to the net profit after tax of Rs 331.34 crore in the previous fiscal. However, figures for the previous year ended March 31, 2010 are not comparable as they include the sale consideration received by the Company on account of sale and transfer of its Injectable formulation business to Hospira in March 2010.

Pharmaceuticals business

The key highlight of our performance was the change in our business strategy where we moved away from a supply push approach to a demand pull business model. This is reflected in growing number of long-term contracts with large global pharmaceutical companies. These long term business agreements provide clear revenue visibility and allowed for improved business planning and management which strengthened business profitability and liquidity.

Our API-supply arrangement performed significantly well, registering higher than expected business volumes. Our newly acquired front-end marketing Company, Karalex Pharma, LLC, in the US delivered heartening results.

We expanded our contractual business with Hospira to supply API for their Add Vantage vials (patented technology) which will generate superior returns for your Company over the medium term. We settled five Para IV products, out of which four are FTF applications, which will allow us to market products in the US. These represent attractive opportunities over the coming years.

Dividend

Your Directors recommend a 30% dividend (Rs 3/- per equity share of Rs 10/- each) for the year ended 31st March 2011, subject to the approval of shareholders at the ensuing Annual General Meeting. Under the Income Tax Act, 1961, the receipt of dividend is tax-free in the hands of the shareholders.

Regulatory filings and approvals

In the generic formulations domain, Orchid's cumulative ANDA filings for the US market stood at 42. This includes 8 Para IV FTF (First–To–File) filings. The break-up of the total ANDA filings is 13 in Cephalosporins segment and 29 in NPNC space. Few more ANDAs which are in the later stages of development are expected to be filed in ensuing quarters.

In the EU region the cumulative count of Marketing Authorisations (MA) filings stood at 17. The break-up of the total MA filings is 9 in the Cephalosporin segment and 8 in the NPNC segment. A few more dossiers have been lined up for filing during 2011, based on the De-centralised Procedure (DCP) slots allotted by the respective Reference Member States (RMS) countries in the EU. This is likely to increase the cumulative filing count in the coming quarters.

In the API domain, Orchid increased its cumulative filings of its US DMF count to 81. The break-up of the total filings is 27 in the Cephalosporin segment, 41 in NPNC segment, 2 in the Betalactam segment and 11 in the Carbapenems segment. In the European market space the cumulative filings of COS (Certificate of Suitability) count stood at 21 which includes 14 in Cephalosporin segment, 6 in NPNC segment and 1 in the Betalactam segment.

Awards

During the year, your Company was conferred with the following awards. Greentech Gold award 2011 in Pharmaceutical sector for outstanding achievement in safety management given by the Ministry of Health & Family Welfare, Government of India and Greentech Foundation for Orchid's Alathur facility.

Good Green Governance (G3) award by the Ministry of Water Resources & Minority Affairs, Government of India.

Outstanding Achievement in Environment Management in the Chemical Sector was conferred by Greentech Foundation with a Silver Award 2010.

- Siemens Ecovatives - IBN Live Award 2010 conferred in recognition of the Company's commitment to the environment.

- Bureau of Energy Efficiency (BEE) Certificate of Merit on Energy Efficiency was received by the Company's Alathur API facility from the Ministry of Power, Government of India, New Delhi.

- Excellent Energy Efficient Unit was conferred on the Company at the 9th Energy Efficiency Summit 2010 by the Confederation of Indian Industries.

Southern Region excellence award from Confederation of Indian Industries for meritorious achievement in Environment, Health & Safety (EHS) for the year 2010.

Dr R J Rathi award for Environmental Pollution Control for the year 2010 in Industries in Maharashtra for Orchid's Aurangabad facility given by Mahratta Chamber of Commerce, Industries & Agriculture and Dr Ramvilas Rathi Charity Trust, Pune.

Intellectual property

During the year, Orchid continued to accelerate the IPR work on a number of products. The total number of patent applications filed by Orchid in various national and international patent offices so far is 820 (including Process, Formulation, NCE, NDDS, Biotech and Generics). As of March 31, 2011, 621 patent applications have been published while 153 patents have been granted.

Foreign Currency Convertible Bonds

Your Company had issued FCCBs during November 2005, which were listed on the Luxembourg and London Stock Exchanges and during February 2007, which are listed on the Singapore Stock Exchange. The FCCBs due in 2010 are termed 2010 Bonds and those due in 2012 are termed 2012 Bonds.

During the year under review, your Company redeemed the outstanding FCCBs (2010 Bonds), including yield-to-maturity, aggregating to US$ 25.69 million (Rs 114.10 crore), on the due date i.e. November 03, 2010.

The status of outstanding FCCBs (2012 Bonds) is as follows:

Description 2012 Bonds

FCCB Issue value US$ 175 million

Conversion into equity so far Nil

Redemption value (%) of the book value 142.77%

FCCBs bought back 57.578 million

FCCBs outstanding 117.422 million

Your company intends to raise long-term resources aggregating to an amount not exceeding Rs 1,000 crore through a combination of appropriate instruments to take care of the outstanding FCCBs coming up for redemption in February 2012. The fund raising proposal was approved by the board at its meeting held on May 18, 2011 and a resolution seeking the members approval by way of postal ballot is being sent.

Employees stock option plan

The details of options granted to employees under the ORCHID - ESOP 1999, ORCHID - ESOP 2005 and ORCHID - ESOP 2010 schemes and the status of such options as on March 31, 2011 are given in Annexure IV to this Report.

Your Company formulated a stock option plan viz., Orchid - ESOP 2010 Scheme for grant of 10,00,000 options to the employees of the Company including whole-time Director(s) of the Company but excluding the Promoter Directors. The said scheme was approved by the shareholders at the Annual General Meeting held on July 21, 2010. Your Company granted 9,01,000 options during the year and as at March 31, 2011, the outstanding options under the said scheme is 8,98,000.

Your Company has also formulated the following schemes which have been approved by the Board of Directors at their meeting held on May 18, 2011 and the resolutions are placed before the members for approval in the ensuing Annual General Meeting.

Orchid-ESOP Senior Management 2011 Scheme - grant of 10,00,000 options to the employees in the grade of Senior Manager and above, out of which 7,50,000 options will be granted to the employees of Orchid and 2,50,000 options to the employees of various Subsidiary Companies of Orchid, either in India or abroad.

- Orchid-ESOP Directors 2011 Scheme - grant of 5,00,000 options to the directors of the Company including whole time directors but excluding Promoter Director.

Listing of equity shares

Your Company's equity shares are presently listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and the Madras Stock Exchange Limited (MSE). The GDRs issued during 2005-06 are listed on the Luxembourg Stock Exchange and the London Stock Exchange. The convertible bonds issued by the Company during 2006-07 are listed on the Singapore Exchange Limited.

Alliances / Acquisitions

Your Company acquired Karalex Pharma, LLC, a US based generic marketing and sales services Company headquartered in New Jersey through your Company's step down subsidiary Orchid Pharma Inc. Karalex Pharma has been a leading provider of generic pharmaceuticals focused exclusively on the US healthcare market. Through this acquisition, your Company has created its presence in the front end US market and will be able to reach its generic products to the US customers directly.

Overseas joint ventures

NCPC Orchid Pharmaceuticals Company Limited, China

Your Company's 50:50 joint venture in China, NCPC Orchid Pharmaceuticals established for manufacture of sterile Cephalosporin APIs continued to perform well. The joint venture is profitable with a significant sales turnover of US$ 55.42 million during the year under review.

Subsidiaries

Orchid Research Laboratories Limited, India (ORLL)

Your Company's Indian subsidiary, ORLL is engaged in proprietary, novel drug discovery research in the following therapeutic areas namely, anti-infectives, anti-inflammatory, anti-cancer, metabolic disorders and Central Nervous System (CNS). New drug discovery and development activities are conducted in state-of-the art laboratories spanning expertise in analytical research, bio-informatics, medicinal chemistry, molecular biology, pharmacology, drug metabolism and Pharmacokinetics, intellectual property management and quality assurance.

The subsidiary company has a robust pipeline of drug development projects to address unmet medical needs. During the year under review, regulatory documents were filed for four clinical candidates in India and EU for initiation of clinical trials. ORLL has also designed and synthesised a good number of New Chemical Entities (NCEs) in various therapeutic areas and significant molecules are under various biological profiling to strengthen the existing pipeline.

ORLL has built a successful partnership with Merck and Co., USA for collaborative drug discovery in the anti-infectives area. Certain NCEs were synthesised and tested in various in vitro and in vivo biological assays and several promising compounds have been identified. A significant number of patents have been filed in various therapeutic areas to provide for protection of intellectual property generated by ORLL.

Bexel Pharmaceuticals Inc., USA (Bexel)

During the year, Bexel conducted advanced basic studies on the lead molecule BLX-1002 internally and has filed documents seeking consent to conduct expanded phase 2 clinical trials with the regulatory authorities. Though, the molecule has exhibited potential for multiple indications, the envisaged clinical trial will test efficacy for a select indication. Further, basic mechanistic studies in animal models conducted at a leading research institute have presented insights to understand the mechanism of this molecule. Additional advanced studies in animals and later in select patients is being planned to generate scientific data backed mechanistic rationale for the molecule. The referred studies are being planned in the subsequent quarters, while approval to conduct clinical trial is awaited.

Orchid Pharmaceuticals, Inc., USA

Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured. The Company currently has two operating subsidiaries, Orgenus Pharma, Inc., and Orchid Pharma, Inc., (formed during the year) both located in Princeton, New Jersey, in the US.

Orgenus Pharma, Inc., is the entity that provides all business development and operational services for the parent Company including the initiation of marketing alliances with partner companies, filing of your Company's Drug Master Files (DMFs) and Abbreviated New Drug Applications (ANDAs) as the

Importer of record for your Company with the FDA. It continues to represent your Company for all matters relating to the review and approval of such filings by the FDA, and handling of logistics and product importation into the US as the Importer of Record for the US Customs.

During the year under review, the Company formed a new subsidiary namely Orchid Pharma, Inc., in the USA. Orchid Pharma, Inc., is the commercial entity that started directly marketing and selling your Company's products in the US generics market place through the acquisition of Karalex Pharma, LLC during the fiscal year 2010-11. Orchid Pharma, Inc., has established a strong corporate image for your Company in the US and will be launching all future (unpartnered) generics products under the Orchid label. Equipped with a strong and experienced US commercial team, this Subsidiary would be a key growth driver for your Company, starting this year.

Diakron Pharmaceuticals Inc., USA

During the year, your Company increased its stake in Diakron Pharmaceuticals Inc. and holds 64.55% in the Company. Orchid's stake in Diakron has been a part of the original transaction which includes direct investment and Master Services Agreement (MSA). Your Company has completed most of its MSA obligations to develop and supply clinical quantities of API and extended release formulation. At present, phase 1 clinical studies in patients have commenced in Europe with the new extended release formulation and the study is likely to be completed during the year 2011. Subsequently, based on the phase 1 study results, additional formulation studies will be needed and phase 2 clinical studies in human subjects will be planned later.

Orchid Europe Limited, United Kingdom

Your Company's subsidiary in Europe namely Orchid Europe Limited (OEL) provides liaising support to the parent Company and its customers in Regulatory, Pharmacovigilance, Testing & Release, Retention of samples, Service Providers and Business Development in Europe. The Company has chalked out a business plan for capturing a significant market share for the products. With a rich product pipeline and the expanding product portfolio, the Company's business development is already in discussions with major generic houses in EU for expanding the co-operation and are simultaneously discussing with regional majors to increase market share.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company's wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated mainly to register and market your Company's products in South Africa. The Company is in the process of submitting dossiers for obtaining marketing approval from the regulatory authority, MCC for various oral products and the applications are at various stages of the registration process.

Orchid Pharma Japan K K

The subsidiary Company in Japan has continued to make noteworthy progress during the year. At the end of the fiscal year 2010-11, there are 9 DMFs filed with Pharmaceutical and Medical Devices Agency (PMDA) of Japan and additional DMFs will be filed in the current financial year to meet the market needs.

A major achievement was to commence the supplies to one of the top 5 Japanese innovator Companies for their global business partners. Business discussions are on with various Japanese Companies for supply of new products and the Company is expected to make good progresses on both business and Regulatory fronts during the current year.

Central Government Approval

Your Company has been making applications for an approval under Section 212(8) of the Companies Act, 1956 from the Ministry of Corporate Affairs, seeking exemption from attaching the Annual Report of subsidiary Companies with the Annual Report of Orchid. The Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has provided general exemption to companies from attaching the balance sheets of their subsidiary Companies as required under Section 212(8) of the Companies Act 1956.

The exemption is available provided the Companies publish the audited consolidated financial statements in the Annual Report. The consolidated financial statements duly audited are presented along with the accounts of your Company. The statement as required under Section 212 is given as part of the consolidated accounts in this report. The annual accounts of subsidiary Companies are kept at the Company's registered office and also at the respective registered office of the subsidiaries for inspection and shall be made available to the members seeking such information.

Fixed deposit

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

- That in the preparation of the annual accounts for 2010-11 the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

- That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (31st March 2011) and of the profit or loss of the Company for that period (2010-11).

That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors prepared the annual accounts for 2010- 11 on a going concern basis.

Corporate Social Responsibility

Your Company's constant focus has been on the community development as part of its corporate social responsibility. Various activities are continuously being carried out and focused on Community Health Development, Children Education, Women Empowerment, Youth Development, Community Asset Creation and a Greener Environment.

Specialised children education programs through activities like summer camp, special english coaching, leadership and motivation programs during the year have reached a good number of 950 children. These programs aim to achieve the development rights of the children as stated by United Nations.

Various health programs benefitted 9713 people which included personal surgical support and community based education programmes on health. The women development programs reached around 1900 women directly through 161 women self- help groups organised at the hamlet level. The youth development programs helped around 2700 young boys and girls to enhance their skills to be employed elsewhere and also to take up self-employment program. An integrated development program aimed at better living for tribal people benefitted about 200 tribes and their families.

Environment

Environment management has been a prime focus area of your Company. Your Company has employed a state of the art technology, zero liquid trade effluent treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprising Membrane Bio Reactor, Nano Filtration, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallisation plant treat the entire trade effluent and recycles it back into the utility process.

Your Company was the first bulk drug manufacturing Company in the country to get ISO - 14001 certification in the year 1999 by Dutch Council and has retained the certification continuously for its environment management system.

The Environment programs have also been carried out in the form of planting saplings, dissemination of bio technologies to the communities and installation of bio gas plants for a few houses as pilot projects. Your Company also has plans laid out for sustainable development of communities in the form of low cost sanitation, recycling of wastes into articles etc.

Safety Excellence Journey

The year 2010 - 2011 saw an all-round improvement in various elements of Safety in the Company. By focusing on repeat incidents and carrying out necessary corrective and preventive actions, your Company was able to achieve considerable reduction in incidents. The Central Safety Committee continued to monitor safety, health and environment performance and provide necessary direction for improvement through regular monthly reviews.

In recognition of the various safety initiatives, your Company was awarded OHSAS 18001 certification in February 2011 for its API facility at Alathur, near Chennai.

The manufacturing sites at Alathur, Aurangabad and the Research & Development unit at Shozhanganallur received International Safety Award - Merit from British Safety Council, UK for the year 2010.

Conservation of energy

Your Company has always been striving hard in the field of energy conservation. Several measures to conserve energy and to reduce associated costs were taken during the fiscal under review as well. The particulars in respect to conservation of energy as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure I to this report.

Technology absorption

The particulars in respect of R&D/Technology absorption as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure II to this report.

Foreign exchange earnings and outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure III to this report.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining a copy of the particulars may write to the Secretary at the registered office of the Company.

Corporate Governance

The spirit of good Corporate Governance remains integral to the Company's corporate philosophy. The Company follows the code of Corporate Governance issued by the stock exchanges for listed companies. For 2010-11 all information relating to Corporate Governance is given in Annexure V to this Report. A compliance certificate from the statutory auditors is appended to this report. General Shareholders Information is given in Annexure VI.

Green Initiative

To augment the green initiative of the Ministry of Corporate Affairs and to reduce carbon foot print, your Company proposes to send various communication including the Annual Reports in electronic form, to the members who have opted for the same. This would help in reducing the number of physical copies to be printed, thereby contributing to a greener environment. The full text of the current year's (2010-11) annual report will also be available in an easily navigable format on our website, www.orchidpharma.com. As a member of the Company, you will always be entitled to receive all such communication in physical form, upon request.

Directors

Appointment of Chairman

Consequent to the resignation of Shri R Narayanan from the Board of Orchid, the Board decided that Shri K Raghavendra Rao will be the Chairman and Managing Director with effect from October 28, 2010. We are pleased to inform that Shri K Raghavendra Rao was conferred the prestigious 'Padma Shri' award for the year 2011 by the Government of India in the Trade and Industry category. The award was presented to Shri K Raghavendra Rao by the Honourable President of India on April 1, 2011.

Appointment of Additional Directors

Shri R Sankaran was appointed as Additional Director on the Board on January 19, 2011. Pursuant to the appointment, Shri Sankaran holds office up to the date of the forthcoming Annual General Meeting. A notice has been received from a member as per Section 257 of the Companies Act, 1956 along with the prescribed fee. Shri R Sankaran has also filed with the Company his consent to act as Director, if appointed, as required under Section 264(1) of the Companies Act, 1956. A resolution seeking his appointment as Director is being placed before the members for approval.

Shri Bharat Dhirajlal Shah was appointed as Additional Director on the Board on January 19, 2011. Pursuant to the appointment, Shri Bharat Shah holds office up to the date of the forthcoming Annual General Meeting. A notice has been received from a member as per Section 257 of the Companies Act, 1956 along with the prescribed fee. Shri Bharat Shah has also filed with the Company his consent to act as Director, if appointed, as required under Section 264(1) of the Companies Act, 1956. A resolution seeking his appointment as Director is being placed before the members for approval.

Professor Bala V Balachandran was appointed as Additional Director on the Board on May 18, 2011. Pursuant to the appointment, Shri Bala Balachandran holds office up to the date of the forthcoming Annual General Meeting. A notice has been received from a member as per Section 257 of the Companies Act, 1956 along with the prescribed fee. Shri Bala Balachandran has also filed with the Company his consent to act as Director, if appointed, as required under Section 264(1) of the Companies Act, 1956. A resolution seeking his appointment as Director is being placed before the members for approval.

Resignation of Directors

Shri R Narayanan, who has been the Chairman and Director of Orchid since inception, resigned from the Board with effect from October 28, 2010. The Board places on record its appreciation for the outstanding contribution made by Shri R Narayanan during his long tenure as a Director and Chairman on the Board of Orchid.

Shri Anil Thadani, who has been a Director of Orchid, resigned from the Board with effect from September 28, 2010. Consequent to his resignation, Shri Raj Rajkumar, Alternate Director to Shri Anil Thadani also ceased to be director from the said date. The Board places on record its appreciation for the contributions made by Shri Anil Thadani and Shri Raj Rajkumar as Directors.

Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Dr M R Girinath and Dr I Seetharam Naidu retire by rotation and are eligible for re-appointment. However, Dr M R Girinath and Dr I Seetharam Naidu have opted not to get re-elected at the ensuing AGM. A resolution pursuant to Section 256 of the Companies Act, 1956 for not filling the vacancy, at present, caused by Dr M R Girinath and Dr I Seetharam Naidu's retirement has been included in the Agenda of the Annual General Meeting (AGM).

Auditors

The existing Statutory Auditors, M/s SNB Associates, Chartered Accountants retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted under Section 233B of the Companies Act, 1956. Consequently, your Company has appointed Shri V Kalyanaraman, B.Sc, FICWA, as Cost Auditor for 2010-11 and 2011-12, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of both bulk drugs and formulations.

Acknowledgements

Your Directors are thankful to various public sector and private sector banks and institutions for meeting the long term and working capital needs of the Company's expanding operations and also the holders of FCCBs and GDRs for their support.

The Directors are grateful to the Central and State Governments and the Central DCGI and State FDAs for their continued support to the Company's expansion plans. Your Board places on record its appreciation of the support provided by the customers, suppliers and equipment vendors to the Company. Your Directors are also thankful to the vendors, distributors and agents for their continued support.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company.

For and on behalf of the Board

K Raghavendra Rao

Chairman & Managing Director

Place: Chennai

Date: May 18, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report of your Company along with the audited statement of accounts for the financial year ended March 31, 2010. The Report also includes the consolidated financial statements and the Management’s Discussion and Analysis Report in accordance with the guidelines on Corporate Governance. The highlights of the financial results for 2009-10 are given below:

(Rs crore) Particulars Year ended Year ended 31.03.2010 31.03.2009 Sales and operating income 1249.83 1191.44 Other income 1016.58 22.85 Total expenditure 1422.55 1033.28 Gross profit 843.87 181.00 Interest and finance charges 241.23 155.19 Gross profit after interest but before depreciation and taxation 602.64 25.82 Depreciation 151.10 129.97 Profit / (Loss) from ordinary activities before exceptional items 451.53 (104.15) Exceptional item 8.52 67.30 Profit / (Loss) before tax 460.05 (36.85) Provision for taxation - Current and deferred tax 128.71 13.72 - Fringe benefit tax - 1.61 Profit / (Loss) after tax 331.34 (52.17) Add: Surplus brought forward 28.32 81.57 Surplus available 359.66 29.40 Appropriations: - Transfer to general reserve 200.00 - - Excess provision of dividend for earlier year written back (2.47) (9.64) - Dividend 88.79 9.16 - Tax on distributed profits 14.75 1.56 Balance carried to balance sheet 58.59 28.32

Performance

During 2009-10, your Company achieved a turnover and operating income of Rs 1249.83 crore compared to Rs 1191.44 crore in 2008-09. The other income of Rs 1016.58 crore included consideration arising out of the sale and transfer of the Company’s Generic Injectable Formulations Business. The gross earnings before interest, depreciation and taxes stood at Rs 843.87 crore compared to Rs 181.00 crore of last fiscal. After providing for interest expenses of Rs 241.23 crore (Rs 155.19 crore previous fiscal) and depreciation of Rs 151.10 crore (Rs 129.97 crore previous fiscal), the profit before tax of the Company was Rs 460.05 crore, compared to the previous year’s loss before tax of Rs 36.85 crore. The net profit after tax stood at Rs 331.34 crore, compared to the net loss after tax of Rs 52.17 crore in the previous fiscal. The profitability figures reflect the impact of adoption of the modified AS 11 accounting treatment and the impact of buyback (and cancellation) of Foreign Currency Convertible Bonds (FCCBs) of the face value of USD 19.778 million of the 2012 Bonds and the sale transaction effected during the last quarter.

Pharmaceuticals business

A highlight of the performance this year was the approval from the US Food and Drug Administration (US FDA) for the Company’s Abbreviated New Drug Applications (ANDAs) for Piperacillin and Tazobactam for Injection. The US FDA also determined that Orchid is the ‘first applicant’ for the products and accordingly granted 180-day generic drug exclusivity, under applicable provisions.

Orchid launched this product in marketing and distribution partnership with Apotex in the US and utilised significant portion

of the manufacturing capacity to cater to the US market. Also, the market share of Piperacillin-Tazobactam injections for Europe and ANZ regions too showed good signs of growth during the second part of the fiscal year 2009-10.

In the NPNC (Non-Penicillin, Non-Cephalosporin) segment, the Company geared up to meet the increase in demand by dedicating a separate manufacturing line at the formulations facility. The Company is of the opinion that significant improvement in the manufacturing process and a dedicated manufacturing line supported by higher levels of API manufacturing will lead to the desired results in the ensuing quarters.

Sale and transfer of Sterile Injectable Business

Your Company successfully completed the sale and transfer of the Company’s Generic Injectable Formulations Business, including the facility situated at Irungattukottai near Chennai to Hospira Healthcare India Private Limited, a subsidiary of Hospira Inc., USA (Hospira) based on the approval from various Government agencies and the shareholders. The business transfer proposal was built on the existing product development and commercialisation relationship between Hospira and Orchid, which covered several product-market segments.

In order to have financial flexibility and to support new growth opportunities across the value chain, the business transfer was completed by your Company. The transferred business includes the business of development, manufacture and marketing of injectable pharmaceutical products including the product pipeline. Your Company will however be free to conduct the said business in India and Russia & CIS countries.

As part of the transaction Hospira would source the APIs required for its injectibles business from Orchid on a long term basis which

would provide revenue assurance to Orchid. Hospira would undertake manufacture of oral cephalosporin formulations for Orchid on a contract basis. Your Company is also expecting growth in various sectors of its operations like core API Business, Oral Formulations Business, other non-injectable formulations products and in the Drug Discovery space.

The transaction paved way for your Company to repay a substantial portion of the long term debt. The Company had repaid loans totalling to around Rs 1355 crore using the said consideration. In addition, the Company will also have enhanced flexibility to grow the retained businesses and pursue new growth opportunities.

Dividend

Your Directors recommend a 100% dividend (Rs 10 per equity share of Rs 10/- each) for the year ended 31st March 2010, subject to the approval of shareholders at the ensuing Annual General Meeting. Under the Income Tax Act, 1961, the receipt of dividend is tax-free in the hands of the shareholders.

Regulatory filings and approvals

In the generic formulations domain, Orchid’s cumulative ANDA filings for the US market stood at 36. This includes 8 Para IV FTF (First–To–File) filings. The break-up of the total ANDA filings is: 13 in Cephalosporins segment and 23 in NPNC segment. Few more ANDAs which are in various stages of development are expected to be filed in ensuing quarters.

In the EU region the cumulative count of Marketing Authorisations (MA) filings moved to 18. The break-up of the total MA filings is: 12 in the Cephalosporins segment and 6 in the NPNC segment. Few more dossiers have been lined up for filing during 2010, based on the DCP slots allotted by the respective RMS (Reference Member States) countries in the EU. This is likely to increase the cumulative filing count significantly in the ensuing quarters.

In the API (Active Pharmaceutical Ingredients) domain, Orchid increased its cumulative filings of its US DMF count to 80. The break-up of the total filings is: 29 in the cephalosporin segment, 38 in NPNC segment, 2 in the betalactam segment and 11 in the carbapenems segment. In the European market space, the

cumulative filings of COS (Certificate of Suitability) count remained at 20 which includes 13 in cephalosporin segment, 6 in NPNC segment and 1 in the betalactam segment.

Awards

During the year, your Company was conferred with the following awards.

• Corporate Social Responsibility (CSR) award by the Government of Tamil Nadu for the year 2008-09.

• G3 – GOOD GREEN GOVERNANCE AWARD - 2010 – Orchid’s Alathur facility declared as Runners Up in the Chemical Manufacturing sector. This award is given by SRISHTI PUBLICTIONS P LTD., New Delhi.

• Greentech Safety Award 2010 (Silver Award) in pharmaceutical sector for outstanding achievement in Safety Management given by Greentech Foundation, New Delhi for Orchid’s Alathur facility.

• British Safety Council International Safety Award for 2009 given by the British Safety Council for high safety standards.

• Category III TERI Corporate Award for Environmental Excellence 2009 (Special Award) in appreciation of Orchid’s efforts for source reduction of pollutants by process transformation from magnesium based dehalogenation process to catalytic dehalogenation process.

Intellectual property

During the year, Orchid continued to accelerate the IPR work on a number of products. The total number of patent applications filed by Orchid in various national and international patent offices so far was 699 (including Process, Formulation, NCE, NDDS, Biotech and Generics). As of March 31, 2010, 415 patent applications have been published while 107 patents have been granted cumulatively.

Description 2010 Bonds 2012 Bonds FCCB value US$ 42.50 Million US$ 175 Million Conversion into equity done so far US$ 22.79 million Nil Redemption value (%) of the book value 147.17% 142.77% FCCBs bought back so far 2.25 million 57.578 million

Employees stock option plan

The details of options granted to employees under the ‘ORCHID - ESOP 1999’ and ‘ORCHID - ESOP 2005’ schemes and the status of such options as on March 31, 2010 are given in Annexure to this Report.

Your Company also formulated a stock option plan viz., Orchid - ESOP 2007 for grant of 5,00,000 options to the employees of subsidiary companies either working in India or overseas, or a Director of the Company (excluding the Promoter Directors). The said scheme was approved by the shareholders at the Annual General Meeting held on July 19, 2007. As of March 31, 2010, your Company did not grant any options under this scheme.

During April 2010, your Company has formulated a stock option plan viz., Orchid - ESOP 2010 for grant of 10,00,000 options to the employees in the grade of General Manager and above, including whole-time directors of the Company (excluding the Promoter Directors). The resolution seeking the approval is placed before the shareholders.

Listing of equity shares

Your Companys equity shares are presently listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and the Madras Stock Exchange Limited (MSE).

Alliances / Acquisitions

Your Company recently entered into an out-licensing and distribution alliance with US-based pharma major Alvogen for

marketing 8 of your Company’s oral non-antibiotic generic formulations in the US market. Alvogen would source these products from your Company on an exclusive basis and share profits arising from marketing of these products in the US. Through this alliance, your Company is confident of achieving robust additions to its business from the US non-antibiotic generic formulations segment going forward.

Your Company proposes to acquire Karalex Pharma, LLC, a US- based generic marketing and sales services company headquartered in New Jersey, USA through an all-cash deal. The transaction is expected to close by July 2010 subject to customary closing conditions. Through this acquisition, your Company has created a front-end presence in the US market and will be able to reach its generic products to the US customers directly paving the way for synergistic returns from our upcoming and long-term strategic generic pharmaceuticals pipeline comprising key first- to-file and Paragraph-IV products.

Overseas joint ventures

NCPC Orchid Pharmaceuticals Company Limited, China Your Company’s joint venture in China, NCPC Orchid Pharmaceuticals has been engaged in the production, marketing, research and development of cephalosporin bulk and formulation products. The Company has maintained a considerable share for its key injectable Cephalosporin API products in the Chinese markets and continues to perform well. The Joint Venture has made a significant sales turnover of US$ 47.78 million during the year under review.

Diakron Pharmaceuticals Inc., USA With a view to enter into the drug discovery in the anti-coagulant space Orchid decided to invest in Diakron and presently holds about 42% stake in the Company. As part of the transaction Orchid entered into certain Master Services Agreement among other agreements for development of clinical quantities of API and an extended release formulation with different doses. During the year under review, the manufacture of non-GMP API has been completed and the development of formulation is expected to be completed during the third quarter of this year.

Subsidiaries

Orchid Research Laboratories Limited, India (ORLL) ORLL continued its research in the anti-infectives, anti- inflammation, anti-cancer and metabolic disorder areas and has achieved progress. Developmental candidates in anti-cancer and anti-inflammation areas have reached the stage of regulatory toxicological & safety studies. In the anti-metabilic disorders area the Company is exploring possibilities of repositioning of a molecule which has multiple efficacy indications. Under the collaborative research program which relates to the anti-infectives area certain NCEs have been designed, synthesised and screened and the Company is confident of making good progress going forward.

Bexel Pharmaceuticals Inc., USA (Bexel) During the year, Bexel continued its further studies on the lead anti-diabetes molecule BLX-1002. The results of these studies still do not justify out-licensing as an anti-diabetic molecule. However, the molecule has multiple efficacy indications scope for repositioning of the compound in other indications and they are being explored. Certain important studies in this context are being conducted by a reputed overseas research institute in animal models and the initial results are showing promise.

Orchid Pharmaceuticals Inc., USA Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based subsidiary of the Company and is also the 100% holding company of Orgenus Pharma, Inc. Orgenus has reported a

satisfactory year in the US market. The Company continued to support your Company in its current business relationships and also provide the required services with ground operations and regulatory processes. It has also continued to explore new strategic business expansion opportunities for the Company.

Orchid Europe Limited, United Kingdom The principle activity of your Company’s subsidiary in Europe namely Orchid Europe Limited (OEL) is to support the generic foray into the EU market and provision of regulatory support as well as business development support to the parent company. The entity is already active in the field of generics registrations and in identifying business partnerships and is well established on the path of supporting the generics plans of Orchid in Europe.

Orchid Pharmaceuticals (South Africa) Pty Ltd., South Africa

Your Company’s wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Pty Ltd., was incorporated to register and market bulk drugs and formulations in South Africa. The Company is only in the process of submitting dossiers for obtaining marketing approval from the regulatory authority, MCC and the applications are at various stages of the registration process.

Orchid Pharma Japan K K

The Company has made noteworthy progress during the year. Through this subsidiary company the various capabilities which include manufacture and supply of API, formulation and CRAMS capabilities of the parent company Orchid Chemicals & Pharmaceuticals Limited have been presented to various companies in Japan. A major achievement during the fiscal year was obtaining the approval of Pharmaceutical and Medical Devices Agency (PMDA) for Orchid’s Alathur facility. On the regulatory front the Company plans to file more DMFs and ANDAs during the year for oral cephalosporin and other products. Discussions with few companies are on and the Company expects to make good progress during this year.

Central Government Approval

Your Company had applied for an approval under Section 212(8) of the Companies Act, 1956 from the Department of Company Affairs, Ministry of Finance seeking exemption from attaching the Annual Report of subsidiary companies with the Annual Report of Orchid and to provide the accounts in the same manner as certified by overseas auditors in the respective countries where the subsidiaries are situated. The statement as required under Section 212 has been prepared on the assumption that the Company would receive the approval and the same is given as part of the consolidated accounts in the report.

The consolidated financial statements of the subsidiaries duly audited are presented along with the accounts of your Company. The annual accounts of subsidiary companies are kept at the Company’s registered office and also at the respective registered office of the subsidiaries for inspection and shall be made available to the members seeking such information.

Fixed deposit

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors’ Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

• That in the preparation of the annual accounts for 2009-10 the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

• That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (31st March 2010) and of the profit or loss of the Company for that period (2009-10).

• That the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• That the Directors prepared the annual accounts for 2009- 10 on a going concern basis.

Safety Excellence Journey

Orchid has always been committed to the highest standards of Safety, Health and Environment right from its inception. Significant time, effort and resources are being invested in maintaining a safe work environment. Continuous emphasis is laid on Safety Observations and incident investigations along with timely completion of corrective and preventive actions.

In the last couple of years consistent efforts have been put in identifying and mitigating reactive hazards by thermo-chemical studies in the process safety lab in the R&D Centre. Hazard Identification, Risk Assessment and Risk Reduction have been made as integral part of Process Development and Research so that scaling up is safe.

Corporate Social Responsibility

Community development continues to be the prime focus of your Company’s CSR activities. The activities are built over five pillars i.e. Health, Education, Youth Development, Women Empowerment and Community asset creation.

Considerable creative talent was unearthed when a Summer Camp for over 350 rural school children was conducted with an aim to strengthen values such as friendship and teamwork. Certain new initiatives were taken to bring awareness on road safety in the rural areas. A road safety awareness rally was one such initiative in which people from all walks of life participated. Three main activities namely, Mobile health clinic, Eye camp and Medical referral support initiatives continued during the year, due to which more than 1200 people were benefitted.

The women empowerment programmes aimed at improving the awareness level of the women and to create employment opportunities for them. Your Company supports 160 Women self help groups out of which 25 new groups were formed during the year 2009-10.

Micro finance support were given to youth for setting up micro enterprises to address unemployment and with a focus to develop education and skill sets among the youth, as part of youth development initiatives. Focus was also given to Community asset creation.

Conservation of energy

Your Company has always been striving hard in the field of energy conservation. Several measures to conserve energy and to reduce associated costs were taken during the fiscal under review as well. The particulars in respect to conservation of energy as required under Section 217 (1) (e) of the Companies Act, 1956, are given in Annexure I to this report.

Technology absorption

The particulars in respect of R&D/Technology absorption as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure II to this report.

Foreign exchange earnings and outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 217 (1)(e) of the Companies Act, 1956, are given in Annexure III to this report.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining a copy of the particulars may write to the Secretary at the registered office of the Company.

Corporate Governance

The spirit of good Corporate Governance remains integral to the Company’s corporate philosophy. The Company follows the code of Corporate Governance issued by the stock exchanges for listed companies. For 2009-10 all information relating to Corporate Governance is given in Annexure IV to this Report. A compliance certificate from the statutory auditors is appended to this report. General Shareholders Information is given in Annexure VI.

Directors

Appointment of Shri S Krishnan

Shri S Krishnan has been associated with your Company for over a period of 9 years and was heading the finance function in the last few years. Considering his expertise in the field of finance and other related functions, the Board felt that he may be inducted into the Board of Orchid as an Executive Director to look after the overall day-to-day operations of the Company and affairs concerning, amongst others, finance, corporate communication, mergers and acquisitions opportunities / activities of the Company. Accordingly, Shri S.Krishnan was appointed as Executive Director- Finance with effect from April 28, 2010 for a period of 5 (five) years. Shri S. Krishnan, in addition to his executive responsibilities as a Board member, will also hold the current role of the Chief Financial Officer of the Company. A resolution seeking his appointment as Director is being placed before the shareholders for approval.

Resignation of Dr.C Bhaktavatsala Rao Dr.C.Bhaktavatsala Rao has been associated with Orchid since its inception as Director and was subsequently appointed as the Deputy Managing Director of the Company with effect from August 19, 1998. In the context of the sale and transfer of the sterile injectables formulations business to Hospira, Dr.C.Bhaktavatsala Rao sought separation from the services / directorship of Orchid as well as from

the Boards of all the affiliate companies as of the closing hours of business on March 29, 2010, to head Hospira Healthcare India Pvt. Ltd. as its Managing Director.The Board places on record its appreciation for the varied and substantial contributions made by Dr.C.Bhaktavatsala Rao during his entire tenure.

Change in IDBI Nominee

IDBI Bank Limited withdrew the nomination of Shri S. Jeyakumar and nominated Shri T A Ganesh as its nominee in his place, with effect from May 10, 2010. The Board places on record its appreciation for the contribution made by Shri S Jeyakumar and welcomes Shri T A Ganesh.

Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Shri. Deepak Vaidya and Shri. Anil Thadani retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Auditors

The existing Statutory Auditors, M/s SNB Associates, Chartered Accountants retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Auditor’s report

Note No. 30 in the notes on accounts of Schedule ‘Q’ to the Standalone Financial Statements explains the point referred to in point 5(b) of the Auditor’s Report on Standalone accounts.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted under Section 233B of the Companies Act, 1956. Consequently, your Company has appointed Shri V Kalyanaraman, B.Sc., FICWA, as Cost Auditor for 2010-11 and 2011-12, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of both bulk drugs and formulations.

Acknowledgements

Your Directors are thankful to Bank of India, IDBI Bank Ltd, State Bank of India, Allahabad Bank, Bank of Baroda, Canara Bank, Central Bank of India, ICICI Bank Limited, Indian Bank, Punjab National Bank, State Bank of Hyderabad, Union Bank of India and other public sector and private sector banks and institutions for meeting the long term and working capital needs of the Company’s expanding operations and also to the holders of FCCBs and GDRs for their support.

The Directors are grateful to the Central and State Governments and the Central DCGI and State FDAs for their continued support to the Company’s expansion plans. Your Board places on record its appreciation of the support provided by the customers, suppliers and equipment vendors to the Company. Your Directors are also thankful to the vendors, distributors and agents for their continued support.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company.

For and on behalf of the Board Place: Chennai R Narayanan Date: May 27, 2010 Chairman