LUPIN ATLANTIS HOLDINGS S A

AUDITED ACCOUNTS

FOR THE YEAR ENDED

MARCH 3 1 , 2 0 1 0

Deloitte Haskins & Sells

Chartered Accountants 12. Dr. Annie Besant Road Opp. Shiv Sagar Estate Worli, Mumbai - 400 O i 8 India

Tel: +91 (22) 6667 9000 Fax: +9 1 (22) 6667 91 00

To the Board of Directors of Lcpin Atlantis Holdings S. A.

We have audited the Balance Sheet of Lupin Atlantis Holdings S. A. (" the Company") as at 3 1" March, 201 0, the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended 3 1" March, 201 0 (the financial statements) attached hereto, which have been prepared in accordance with the Generally Accepted Accounting Principles in India.

This report is issued solely for the purpose of consolidation of accounts by the ultimate holding company, Lupin Limited and to comply with the provisions of Section 212 of the Companies Act, 1950 md should not be used for other purposes.

This report does not include a statement on the matters specified in paragraphs 4 and 5 of the Companies (Auditor's Report) Order, 2003, issued by the Central Gov.emment in terms of section 227(4A) of the Companies Act, 1956, since in our opinion and'&ording to the information and explanations given to us, the said Order is not applicable to the Compzny.

Respective Responsibilities of the Management and Auditors

The management of the Company is responsible for the preparation of these financial statements. It is our responsibility to form an independent opinion, based on our audit of the financial statements and to express our opinion thereon.

Basis of Opinion

We conducted our audit in accordance with the auditing standards issued by the Institute of Chartered Accountants of India. An audit includes examination, on a test basis of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the management in the preparation of the financial statements and whether the accounting policies are appropriate to the circumstances related to the Company, consistently applied and adequately disclosed. We planned and performed audit so as to obtain all information

Deloitte Haskins & Sells

and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

Opinion

a) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report, are in agreement with the books of accounts of the Company and comply with the accounting standards referred to in Section 21 l(3C) of the Companies Act, 1 956;

b) In our opinion anci to the best of our information and according to the explanations given to us, the financial statements read with the accounting policies and notes thereon give a true and fair view;

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31S' March, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that dste; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended cn that date.

For Deloitte Haskins & Sells Chartered Accountants

. (Registration no. J17366W)

Mumbai Dated: 29' April 201 0

M. S. Dharmadhikari Partner

Membership Number: 30802

Lupin Atlantis Holdings S A

Balance Sheet as at 31st March, 2010

In terms of our report attached

I. SOURCES OF FUNDS Shareholders' Funds Share Capital

Reserves and Surplus

II. APPLICATION OF FUNDS

Fixed Assets Gross Block Less: Depreciation and Amortisation Net Block Capital Work in Progress

Investments

Current Assets, Loans and Advances Sundry Debtors Cash and Bank Balances Loans and Advances

Less : Current Liabilities and Provisions Current Liabilities Provisions

Net Current Assets

Profit and Loss Account

Significant accounting policies and notes forming part of accounts

For Deloitte Haskins & Sells Chartered Accountants

M. S. Dharrnadhikari Partner

Schedules As at 31.03.2010 As at 31.03.2009

1

Place : Mumbai Dated : April 29, 2010

2 Total

Total

13

For and on behalf of the Board

Sunil Makharia Director

88,228,192

39.226.492 4.051.532

35,774,960 8,153,161

43,328.121

1

45.369.200 16,691,371

899,624 62,960,195

13.274.615 4,785,510

18,060,125 44,900,070

88,228,192

Place : Mumbai Dated : April 29, 2010

Bernhard Klauser Director

1,381,676,864 3,734,228,623

1,663,399,382 171.805.224

1,491,594,158 345.734.784

1.837.328.942

43

1,914,528,121 707,797,573

38,148,549 2,660,474,243

560,645,067 202,929,538 763,574.605

1,896,899,638

3,734,228,623

Place : Schaffhausen Dated : April 28.2010

100,000

34.865 8,328

43,193

18.515

18.515 24.678

75,322 100,000

3,366,245

1.553.929 371.189

1,925,118

825,196

825,196 1,099,922

2.266.323 3,366,245

Lupin Atlantis Holdings S A

Profit and Loss Account for the Year ended 31st March, 2010 - -

In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants

INCOME Sales Other Operating Income Other Income

EXPENDITURE Cost of Goods Sold Operating and Other Expenses

M. S. Dharmadhikari Partner

Place : Mumbai Dated : April 29, 2010

ccounting policies and notes forming part

Schedules

9 10

11 12

For and on behalf of the Board

Sunil Makharia Director

Place : Mumbai Dated : April 29, 201 0

Current Year ended 31.03.201 0

Berhhard Klauslar Director

Previous year ended 31.03.2009 CHF

61,755,559 1,232,783

125

62,988,467

3,253.259 13,672,912

Place : Schaffhausen Dated : April 28. 2010

CHF

55,622

Rs .

2,808,828,309 55,154,388

5,581

2,863,988,278

150,461,835 609,883.854

Rs .

207,058

207,058

2,332,765

Lupin Atlantis Holdings S A

Cash Flow Statement for the year ended 31st March 2010

1 I I Previous wear ended I

Adjustments for : Depreciation and Amortisation lnterest on Fixed Deposits Exchange difference (see note 1 below)

A. Cash Flow from Operating activities Profit before Tax

Operating profiff(loss) before working capital changes Adjustments for : ~ r a d e and other receivables Trade and other payables Cash generated froml(used in) Operations

Net cash generated I (used In) from Operating Activities

Current year ended 31.03.2010

B. Cash flow from investing activities Purchase of Fixed Assets1 Intangible Purchase of Investment lnterest on Fixed Deposit

31.03-.2009 CHF

INet cash used in Investing Activities

CHF

(55,622)

Rs.

B. Cash Flow from Financing Actviiies Capital Contribution received. (Refer note no.2.11 of Schedule 13)

Rs.

(2.125.707)

INet cash from Financing Activities

42,010,764

l ~ e t increasel(decrease) in cash and cash equivalents

1.922.378.051

Notes : 1) Cash and cash equivalents includes :

Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

Cash and Bank balances (as stated in schedule 6) Exchange difference unrealised loss/(gain) Total

Net unrealised exchange difference during the year 424,768

34,865 16,691,371

2) The cash flow statement has been prepared under the "indirect method as set out in the Accounting Standard 3 (AS-3) "Cash Flow Statement"

3) Acquisition of certain assets by way of issue of shares CHF 2,386.000 Rs 112,513,213 and as Capital Contribution CHF 5.569.290 Rs 262.621.212 is a non-cash transaction (Refer note 2.10 a) of Schedule 13).

1,462,234 724,362,383

In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants

M. S. Dharrnadhikari Partner

98.195 34,865

For and on behalf of the Board

3,428,019 1,462,234

Sunii Makharia Director

Bernhard Klauser Director

Place : Mumbai Dated : April 29, 2010

Place : Mumbai Dated : April 29. 2010

Place : Schaffhausen Dated : April 28, 2010

L u ~ i n Atlantis Holdings S A

Authorised 2,486 (previous year 100) Shares of CHF 1.000 each.

schedules Forming part of the Balance Sheet

Ilssued, Subscribed and Paid up I

SCHEDULE "1" -SHARE CAPITAL

2,486 (previous year 100) Shares of CHF 1.000 each fully paid up.(Refer notes below) Notes:- 1) All the above shares are held by Lupin Holdings B.V.

Netherlands, the holding company.

2) 2386 (previous year Nil) Shares of CHFIOOO each fully paid have been allotted to Lupin Holdings B.V., Netherlands without payment received in cash, against certain assets assigned to the Company.

As at 31.03.2010 CHF ' 1 Rs.

Capital Contribution (Refer note no. 2.1 1 of Schedule 13)

As at 31.03.2009 CHF I Rs.

Foreign Currency Translation Reserve Balance as per last Balance Sheet Add : Debited During the Year (Refer note no. 2.9 of Schedule 13)

Surplus in Profit and Loss Account

Total

Total 38,213,942 ( 1.753.612.763 36,213,942 1 1,381,676,864 1

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Lupin Atlantis Holdings S A Schedules Forming Part of the Balance Sheet

SCHEDULE "4" - Investments Long Term Investment (Fully paid up at cost) In common shares

-In Fellow Subsidiary Company - Unquoted ( Trade) - Lupin Pharma Canada Ltd, Canada Numbers Face Value

100 CAD (-1

' Shares do not have face value. Total

SCHEDULE"5"-SUNDRYDEBTORS (Unsecured, considered good) Debts outstanding for a period exceeding six months* Other Debts' 'Due from a fellow subsidiary Lupin Pharmaceutical Inc.,USA.

Total

SCHEDULE%"-CASHANDBANKBALANCES Bank Balances - with non scheduled banks

In current accounts with : a) ClTl Bank NA (Maximum amount outstanding during the year CHF 1,039.654 (Rs.44.086.519) (previous year CHF 98,195 (Rs. 4,376.551))) b) UBS Bank - CHF (Maximum amount outstanding during the year CHF 250.000 (Rs. 10.601.250) (previous year CHF Nil (Rs. Nil))) - USD (Maximum amount outstanding during the year USD 8,946.584 (Rs. 403.664.002) (previous year USD Nil (Rs. Nil))) - CAD (Maximum amount outstanding during the year CAD 100.000 (Rs. 4,511,934) (previous year CAD Nil (Rs. Nil)))

In deposit account with : - In Fixed Deposit USD Account with UBS Bank

(Maximum amount outstanding during the year USD 8,500.000 (Rs. 383,514,424) (previous year USD Nil (Rs. Nil)))

I Total

SCHEDULE "7" - LOANS AND ADVANCES (Unsecured, considered good)

Advances recoverable in cash or in kind or for value to be received (Includes CHF 11.399 Rs.483.370 (previous year CHF Nil (Rs. Nil)) due from a fellow subsidiary Lupin Pharma Canada Ltd.)

I Total

SCHEDULE "8" -CURRENT LIABILITIES AND PROVISIONS Current Liabilites

Sundry Creditors -Total outstanding dues of Micro Enterprises and Small Enterprises -Total outstanding dues of creditors other than Micro Enterprises and

Small Enterprises (Includes CHF 703,884 (Rs. 29,703,089) (previous year CHF Nil (Rs. Nil)) due to ultimate holding company Lupin Limited and CHF 10,283,264 (Rs. 433,941.951) (previous year CHF Nil (Rs. Nil)) due to a fellow subsidiary Lupin Pharmaceuticals Inc.)

Provisions - Provisions for Taxation - Other Provisions (Refer note no. 2.7 of schedule 13)

Total

As at 3 CHF

As at : CHF

.03.2009 Rs.

Lupin Atlantis Holdings S A Schedules Forming Part of the Profit and Loss Account

Current Year ended 31.03.201 0 & SCHEDULE " 9 - OTHER OPERATING INCOME Exchange difference (net) Exchange difference on translation (net) (Refer note no. 2.9 of Schedule 13)

I I

Total 1,232.783 1 55,154,388 I

SCHEDULE "10" -OTHER INCOME Interest on Fixed Deposit with Bank

SCHEDULE "11" -COST OF GOODS SOLD (TRADED GOODS) Opening Stock Add: Stock acquired alongwith acquisition of Marketing Right Add: Purchases Less: Closing Stock

Total

SCHEDULE "12" - OPERATING AND OTHER EXPENSES Rent Rates and Taxes Insurance Selling and Promotion Expenses Legal and Professional Charges Product Testing Expenses Product Registration Expenses Miscellaneous Expenses (Includes Audit Fees, Bank Charges,etc.)

Total

Previous ear ended 31.03.2009

=-I=

Lupin Atlantis Holdings SA

SCHEDULE "13":

SIGNIFICANT ACCOUNTING POLIC~ES AND NOTES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

These financial statements are prepared solely for the purposes of consolidation by the Ultimate holding company, Lupin Limited (LL) India and to comply with the provision of Section 212 of the Indian Companies Act, 1956 applicable to LL.

1. Significant Accounting Policies: - 1 . Basis of preparation of financial statements: -

The accompanying financial statements have bee'n prepared under the historical cost convention in accordance with generally accepted accounting principles in India, and the applicable accounting standards.

1.2 Use of Estimates: - The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognized in the period in which the results are known / materialized.

i) Revenue from sale of goods is recognized when the significant risks and rewards in respect of ownership of products are transferred by the Company.

ii) Revenue from sale of goods is stated net of returns, applicable trade discounts, rebates and allowances.

iii) Revenue is recognised when it is reasonably certain that the ultimate collection will be made.

iv) Interest income is recognized on time proportion basis.

1.4 Foreign Currency Transactions I Translation:

i) Transactions in foreign currency are recorded at the original rate of exchange in force at the time transactions are effected.

ii) Exchange difference arising on settlements during the year of short term monetary items denominated in foreign currency; and exchange difference arising on the reporting of short term monetary items denominated in foreign currency which are outstanding at the year end using the exchange rates prevailing at the balance sheet date, are recognized in the Profit and Loss Account.

iii) In terms of the Notification relating to AS 11 issued by the Ministry of Corporate Affairs in March 2009:

a) The exchange difference arising on reporting of the "Long Term Foreign Currency Monetary Items" at the rates different from those at which they were initially recorded during the period or reported in the previous financial statements and the exchange difference on settlement of such items, in so far as such items relate to the acquisition of a depreciable capital asset, are added or deducted as the case may be, from the cost of the respective asset and depreciated over the balance life of those assets and

b) In other cases, these are accumulated in a "Foreign Currency Monetary Item , Translation Difference Account" and amortised over the balance period of such long term assettliability but not beyond 31st March, 201 1.

iv) The local accounts are maintained in local currency, which is the Swiss Franc (CHF). The financial statements have been translated to Indian Ru ees considering the operations of P the Company as "Non Integral Operations" w.e.f. I' April, 2009 (Refer note no. 2.9 below) for the Ultimate Holding company on the following basis - a) All income and expenses are translated at the average rate of exchange prevailing

during the year.

b) All monetary and non-monetary assets and liabilities are translated at the closing rate as at the Balance sheet date.

c) The resulting exchange difference is accumulated and accounted in 'Foreign Currency Translation Reserve Account'. (Refer note no.2.9 below)

f.5 Fixed Assets: - Fixed Assets are recorded at cost of acquisition less accumulated depreciation and accumulated impairment losses, if any. Cost includes directly attributable expenses incurred for acquisition of assets.

1.6 Intangibles: - Intangible Assets are recognised only if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. The Intangible Assets are recorded at cost including directly attributable expenditure incurred for acquisition of such assets and are carried at cost less accumulated amortisation and accumulated impairment losses, if any.

1.7 Investments: - Long-term investments are stated at cost which includes those direct charges which are incurred on acquisition of investment. Investments in foreign currency are stated at cost by converting at exchange rate prevailing at the time of acquisition. Provision for diminution in the value of long-term investments is made only if such decline is other than temporary.

1.8 inventories: - Inventories of traded finished goods are valued at cost or net realizable value whichever is less. Cost is determined on First-in-First-out basis. Cost comprises of purchase price and other related costs incurred in bringing the inventories to their present location and condition.

1.9 Depreciation and Amortisation: - DepreciationIAmortisation on fixed assetslintangibles is provided on Straight Line Method, over the useful life of the assets, as estimated by the management as under:

Computers - 3 years Intangibles Marketing Right (Acquired) - 5 years

1.10 Taxes on Income : - The Provisions of Inland Revenue Ordinance of Switzerland applicable to the Company are considered for computation of provision for current tax.

Income taxes are accounted for in accordance with Accounting Standard 22 on "Accounting for Taxes on Income", (AS 22).Tax Expense comprises both current tax and deferred tax. Current tax is measured at the amount expected to be paid or recovered from the tax authorities using the applicable tax rates. Deferred tax assets and liabilities are recognised for future tax consequence attributable to timing differences between taxable income and accounting income that are measured at relevant tax rates. At each Balance Sheet date the Company reassesses unrecognised deferred tax assets, to the extent they become reasonably certain or virtually certain of realisation, as the case may be.

1 .I 1 Operating Leases: - Assets taken on lease under which all risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating leases are recognised as expenses on accrual basis in accordance with the respective lease agreements.

., 1.12 Provision, Contingent Liabilities and Contingent Assets: -

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed -in the financial statements.

1 .13 Impairment of Assets: - An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value. An impairment loss is charged to Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

2 Notes to Accounts: - 2.1 Company Overview: -

The Company was incorporated on 5'" June, 2007, at Switzerland as a Company limited by shares under the Swiss Law. The company is a 100% subsidiary of Lupin Holdings B.V., the holding company, which is a 100% Subsidiary of Lupin Limited (Ultimate Holding Company).

Its core business is to trade in pharmaceufical products. The Company has commenced the trading activities during the current year.

2.2 Considering the definition of reportable business segment and reportable geographical segmeni contained in Accounting Standard 17 (AS 17) "Segment Reporting", the management is of the opinion that there is only one reportable business and geographical segment, the results of which are disclosed in the financial statements.

2.3 Additional information pursuant o the provisions o f Paragraph 3,4C and 40 of Part II of Schedule VI of the Companies Act, 1956: - a) ClF Value of Imports:

b) Expenditure in Foreign Currencies on account of:

i) Capital Goods (Intangible Asset)

ii) Stock acquired along with acquisition of Marketing Right

. iii) Purchase of Traded Goods

TOTAL

c) Earnings in Foreign exchange on account of:

d) Details of purchases of traded goods:

2009-201 0 2008-2009

CHF 47,376,994 2,294,980

958,279

50,630,253

2009-201 0

CHF (-)

(-1

(-1

(-1

Rs. 2,184,337,997

107,588,669

42,873,166

2,334,799,832

2008-2009

Rs. (-1 (-1

(-1 ,

(-1

CHF (-1 (-)

(-1

Rs. 2,808,828,309

5,308

2,808,833,61\7

CHF 61,755,559

Classification

Capsules i) Stock acquired

along with acquisition of

, Marketing Right - ii) Purchases

TOTAL

Rs. (-1 (-)

(-1 -

ii) Interest on Bank Fixed Deposit

TOTAL

Unit

Nos.

. Nos.

119

61,755,678

2009-201 0 2008-2009

Quantity

14,267,827

6,059,986 20,327,813

Rs . Quantity

(-1

(-) (-1

CHF

. 2,294,980

958,279 3,253,259

CHF

(-1

(-1 (-1

RS . 107,588,669

42,873.166 150,461,835

e) Details of turnover:

f) Details of Inventory:

Classification Capsules

TOTAL

2.4 Earnings per share is calculated as follows: -

Unit Nos.

Clahsification

Capsules

2.5 The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as below: - a) Amount receivable in foreign currency on account of following:

Unit

Nos.

Year ended 31.3.2010

2009-201 0

Particulars

Profit1 (Loss) after tax Weighted average number of shares - Basic

Add : Djlutive effect of advance against shares

- Diluted

Earnings Per Shares - Basic - Diluted

Quantity 20,327,813

20,327,813

2008-2009

Opening Stock

For the year ended 31" March 2889

i) Export of Goods TOTAL

Closing Stock

CHF (55,622)

100

tdii

100

(556.22) (-1

For the year ended 31st March 2818

Rs. (4

(-1 .

CHF 61,755,559

61,755,559 .

Quantity (-1

(-1

Value (Rs.)

(-1

Quantity

(-1

Rs. (2,125,707)

100

Nil

100

(21,257.07) (-)

CHF 38,289,264

1329

203

1532

28,810.58 24,992.99

Rs. 2,808,828,309

2,808,828,309

CHF (-1

(-1

Value (Rs.)

- (-1

Quantity

(-1

Value (CHF)

(-1

Rs. 1,755,879,086

1329

203

1532

1,321,203.22 1,146,135.17

2009-2010

Value (CHF)

(-1

USD 42,639,825 42,639,825

2008-2009

USD (-1 (-)

CHF 45,369,200 45,369,200

CHF (-) (-)

Rs . 1,914,528.121 1,914,528.1 21

Rs. (-1 . (-)

b) Amount payable in foreign currency on account of following:

2.6 Related party Disclosures as required by AS-18 are given below: - A) Relationships:

Category I: Name of the related parties and description of relationship: i) Company whose control exists- Lupin Limited

(Ultimate Holding Company) - Lupin Holdings B.V. (Holding Company)

ii) Fellow Subsidiaries - Lupin Pharmaceuticals Inc. - Lupin .Pharma Canada Ltd. (w.e.f. 1 81h ~une , 2009)

Category II: Key management personnel :

Sunil Makharia - Director Andrew Macaulay - Director Bernhard Klauser - Director (w.e.f. 4m September 2009) Marcel Mangold - Director (w.e.f. 4'h September 2009) Jorg Vonmoos - Director (upto 4m September 2009) Robert -Jan-Kokshoom - Director (upto 25Ih September 2009) Bruno Schebert - Director (upto 3om March 2009)

6) Transactions with the related parties:

Sr. No. 1.

2.

3.

4.

5.

6.

7.

8.

9.

Transactions

Reimbursement of expenses

Intangible received by way of equity contribution Intangible received by way of capital contribution Cash received by way of capital contribution Sale of Goods- Lupin Pharmaceuticals Inc. Services received- Lupin Pharmaceuticals Inc. Reimbursement of Expenses Lupin Pharmaceuticals Inc. Loan and Advances given to Lupin Pharma Canada Ltd. Loan and Advances repaid by Lupin Pharma Canada Ltd.

Description of Relationship

Ultimate Holding Company Holding Company

Holding Company

Holding Company

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

CHF

703,884 (-1

2,386,000 (-1

5,569,250 (-1

41,959,000 (-1

61,755,559 (-1

8,806,984 (-1

1,282,756 (-1

201,979 (-1

190,580 (-1

Rs.

29,703,089 (-1

112,513,213 (-1

262,621,212 (-1

1,974,051,089 (-1

2,808,828,309 (-1

393,165,255 (-1

57,425,314 (-1

9,173,381 (-)

8,977,860 (-)

Note: - Related Party relationship is as identified by the Company and relied upon by the Auditors.

C) Balances due fromlto the related parties.

2.7 In accordance with the terms of 'Asset Purchase Agreement' entered into with the vendor, with respect to purchase of Marketing Right, the Company has made provision in accordance with the provisions of AS-29 "Provisions, Contingent Liabilities and Contingent Assets" of CHF 1,064,010 Rs.45,119,344 on best estimate basis with regard to assumed liabilities on which actual outflow of resources is expected in future.

Sr. No. 1.

2.

3.

4.

2.8 The provision for current tax has been computed considering the tax laws in Switzerland. On the basis of the current tax computation there is no timing difference and hence no deferred tax.

2.9 The Compaiiy commenced its trading operations during the year and based on its methods of operations, financing models and relationship to its ultimate holding company, has re- classified its operations as 'non-integral operations', which were hitherto classified as 'integral operations'. Accordingly, the Company has applied the translation procedures in accordance with the Accounting Standard (AS-11) 'The Effects of Changes in Foreign Exchange Rates (Revised 2003)' applicable for non-integral foreign operations and the resulting net exchange difference is accumulated in the Foreign Currency Translation Reserve (refer schedule 2). Consequently, the net profit after tax for the year and the shareholders funds as at the year-end are higher by Rs.371,935,899.

2.10 a) During the year Lupin Holdings B.V.(the holding company), acquired certain assets (Manufacturing Knowhowl Product Marketing Rights, etc.), in accordance with the terms of agreement entered into by Lupin Limited (ultimate holding company) and subsequently assigned these assets to the Company for a consideration of CHF 7,955,250 Rs.375,134,425, comprising of 2386 shares of the Company of CHF 1000 each fully paid up CHF 2,386,000 Rs.112,513,213 and the balance by way of capital contribution amounting to CHF 5,569,250 Rs.262,621,212.

Particulars

Sundry creditors for expenses (Lupin Limited) Sundry Creditors for expenses

(Lupin Pharmaceuticals Inc.) Sundry Debtors (Lupin Pharmaceuticals Inc) Loans and Advances (Lupin Pharma Canada Ltd.)

b) The Company is in the process of carrying out the activities necessary for product availability, which are at an advanced stage. Pending completion of such activities, the cost of the assets referred to in (a) above of CHF 7,955,250 Rs.337,342,368 are included under capital work in progress (Schedule 3) as at the year end.

Description of Relationshi

Ultimate Holing Company Fellow Subsidiary Fellow Subsidiary Fellow Subsidiary

CHF

703,884 (-1

10,283,264 (-1

45,369,200 (-1

11,399 (-)

c) CWlP includes directly attributable pre-operative cost pertaining to legal and professional fees of CHF 197,911 Rs.8,392,416.

Rs.

29,703,089 (-1 .

433,941,951 (-1

1,914,528,121 (-)

483,370 (-1

2.12 Closing exchange rate as on 31'' March, 2010 considered far the purpose of translation as referred in 1.4 (ii) above is Rs. 42.41 per 1 CHF (Rs 44.57 per 1 CHF as on 31'' March, 2009).

2.1 1 Capital Contribution by Lupin Hold~nqs B.V. This is made up as below:-

2.13 Payment to Auditors:

Particulars 1) In respect of Manufacturing Knowhow and Product

Marketing Rights acquired by the Company during the year. (Refer note no.2.10 above).

2) Cash contributions (including towards acquisition of certain other Marketing Right)

*Represents payment for Taxation matters to an affiliated firm in view of the networking arrangement which is registered with the Institute of Chartered Accountants of India.

2.14 Figures in bracket are for previous year.

Signature to Schedules 1 to 13

For and on behalf of Board

CHF 5,569,250

41,959,000

47,528,250

Sunil Makharia Bernhard Klauker Director Director

Rs. 262,621,212

1,974,051,089

2,236,672,301

Sr. No. 1.

2.

Place: Mumbai Place: Schaffhausen Dated: April 29, 201 0 Dated: April 28, 2010

Particulars Audit Fees (Including Service Tax of CHF 1,401 Rs.62,680 (previous year CHF 124 Rs.5,200)) As adviser or in any other capacity of, in respect of Taxation matters*

CHF 15,000 (1,324)

292,639 (-1

307,639 (1,324)

Rs. 671,096 (55,528)

13,092,605 (-1

13,763,701 (55,528)