PROFILE OF THE COMPANY

Shasun Chemicals and Drugs Limited (SCDL) was incorporated in 1976 and
is headquartered in Chennai, India. It manufactures active pharmaceutical
ingredients (APIs), their intermediates and enteric coating excipients with a
significant presence in some key generics. Shasun has created a strong
product portfolio, building on its R & D Expertise, regulatory capabilities
and multi scale production capacities. Shasun has also emerged as a key
player in various service segments in the pharmaceutical field besides APIs
and intermediaries, and is strengthening its offer of contract research,
custom synthesis, contract manufacturing and contract formulation services
to clients.

Today, Shasun is one of the largest producers of Ibuprofen worldwide. The

company offers derivatives of Ibuprofen like Ibuprofen Sodium, Ibuprofen
Lysinate and S+Ibuprofen. It is also one of the major producers of
Ranitidine and Nizatidine in the world. Its products are exported to countries
across North America, Europe, Asia and Latin America.

Shasun in its endeavour to become a true one-stop shop for global pharma
companies, is evolving its business model to become a complete service
provider, offering services right from the discovery stage to manufacturing
formulations.

1
The company has recently added finished formulations capability as
forward integration, and has invested in large facility to cater to the
international regulated market. It has tied up with multinational companies
in the formulations space wherein it will be developing and supplying
products for the US market.

The recent acquisition of the business and facilities of Rhodia Pharma

Solutions by Shasun's wholly owned subsidiary Shasun Pharma Solutions
Ltd (SPSL), UK equipped the company to evolve as a technology based
service provider than as a contract manufacturing and research provider. Its
services include innovative process research and development, rapid
response small scale manufacture for clinical trial supply and full scale
commercial manufacture of advanced intermediates and API’s, all with
seamless technology transfer with and without cGMP. The formulation unit
at Puducherry has been approved by US FDA.

By integrating its facilities in India and UK, the company is trying to offer
the benefits of operations in both the countries to its clients. The company
has aligned its facilities so that while research can be conducted in India,
development and manufacturing in kilo labs and pilot plant can be
conducted either in UK or India and the optimal mix could be decided based
on the regulatory, IP and cost. The company is planning to set up a multi-
product pilot plant facility at Vizag, Andhra Pradesh, focusing on Contract
Manufacturing Services business. In FY06, CRAMS business revenue has
reached INR 3430 million.

2
 BUSINESS PREMISES
Corporate Office Research Centre

"Shasun House", No 27, Vandalur - Kelambakkam Road,

3 Doraiswamy Road Keezhakottaiyur Village,
T. Nagar, Chennai - 600017, Chennai 600048,
Tamil Nadu, India. Tamil Nadu, India.
Tel: 91-44-24316700 Tel: 91-44-27476100
Fax: 91-44-24348924 Fax: 91-44-27476190

Bio-Tech Centre API Facility – Puducherry

60 Velachery Road, Mathur Road, Periakalapet,

Velachery, Chennai 600042, Puducherry - 605014, India
Tamil Nadu, India. Tel: 91-413-2655156, 2655157
Tel: 91-44-22451361, 22445568, 22445569 Fax: 91-413-655154
Fax: 91-44-22452462

Finished Dosage Facility Multi Product Facility - Cuddalore

Pharmaceutical Division A1/B SIPCOT Industrial Estate,

32 & 33, Mathur Road, Kudikadu, Cuddalore - 607 005
Periakalapet, Puducherry – 605 014, India Tamil Nadu, India
Phone: 91-413-2655946 / 2655697 / Tel: 91-4142-239701, 239702, 239703,
2655698 239704
Fax: 91-413-2656052 Fax: 91-4142-239709

Dudley Annan

Northumberland, Three Trees

England NE23 7QG Newbie, Annan
Tel : +44 191 250 0471 Dumfriesshire DG12 5QG
Tel : +44 1461 203 661

Branch Office Subsidiary Office

UK USA
165 A Thornbury Road Shasun USA Inc.
Isleworth, London - TW7 4QG, 15 Corporate Place South, Suite 222,
United Kingdom Piscataway, NJ, 08854
Tel : + 44 20 8560 9711 Tel : 001 732 465 0700
Fax : + 44 20 8560 9455 Fax : 001 732 465 0710

3
 MILESTONES
1976-1990
• Incorporated as a private limited company, Shasun Chemicals in
Chennai
• First production facility established at Velachery, Chennai, for
manufacture of Analgin (antipyretic).
• Second production facility was established at Puducherry for
manufacture of Ibuprofen (anti-inflammatory)

1990-2000

• Third manufacturing unit set up at Cuddalore to manufacture the anti-

ulcerative Ranitidine HCI
• Shasun converted into a public limited company, incorporating its
present name.
• US subsidiary, Shasun Inc., is established
• The company's shares were listed on Mumbai, Ahmedabad and
Chennai stock exchanges.
• Technology and joint marketing agreement signed with Nagase &
Co., Japan for S+Ibuprofen
• The company signed a technology agreement with Chircotech, UK,
for S+Naproxen.
• The company signed a joint venture agreement with Austin Chemical
Company, USA,

4
2000-2008

• The company's exports exceeded Rs.100 cr.

• Established a biotech laboratory in its R&D centre.
• Signed a letter of intent with Eli Lilly for supply and manufacture of
an anti-TB drug.
• Multi Purpose Plant at Cuddalore was commissioned.
• Completed setting up its new Research Centre.
• Strategic partnership with Glenmark and Alpharma(now part of
Actavis) for Development & Supply of Formulation products.
• Completed its first ever acquisition of Rhodia Pharma Solutions
business marking its advent in the Global supply arena.

PRODUCTS DEALT IN

PRODUCT NAMES GRADES

Ibuprofen SN,S-250,S-380,S-500,SHD,

S+Ibuprofen,Iburofen Sodium,Ibuprofen
Ibuprofen Derivatives
Lysinate,DC Grades-DC-60,DC-90,DC-85

Ranitidine base

Ranitidine HCl Form I & Form II,- USP,BP/EP,IP, DC

Nizatidine

Methoxital

Isradipine

Gabapentine

Olanzapine

Quinapril HCl

Meprobamate

5
MAIN OBJECTIVES OF THE COMPANY

 To carry on business as manufacturer, dealers in and importers,

exporters and distributors of all kinds of chemicals, products, dye
stuffs and dyeing materials, petrochemicals, essences,
pharmaceuticals, oils, paints etc.

 To carry on business as manufacturer, dealers in and importers,

exporters and distributors of materials of all kinds for processing,
bleaching etc.

 To carry on business as manufacturer, dealers in and importers,

exporters and distributors of heavy chemicals, alkalis, drugs,
medicines etc.

 To carry on research and development,and to develop and

acquire technology and to maintain and operate the plant and
machinery required for the aforesaid items

MANAGERIAL PERSONNEL

6
Majority of the directors of the company are independent directors. The company
has 5 whole time directors and 6 independent directors.

DIRECTORS STATUS

DR.S.DEVENDRA WHOLE TIME

MR.S.ABHAYA KUMAR WHOLE TIME

MR.S.VIMAL KUMAR WHOLE TIME

MR.N.GOVINDARAJAN CEO AND MD
MR.C.L.JAIN INDEPENDENT
MR.C.M.TOLIA INDEPENDENT
MR.D.A.PRASANNA INDEPENDENT
DR.JAGDISH.N.SETH INDEPENDENT
DR.K.NARAYANANA INDEPENDENT
MR.S.KALYANAM INDEPENDENT
MR.S.N.BHATT CHAIRMAN &
INDEPENDENT

7
 LAYOUT OF THE CORPORATE OFFICE

GROUND FLOOR

The corporate office consists of three floors.

The ground floor hosts the reception , opposite to it is the administrative
block.Behind the reception are the rooms of the company secretary,
followed by the cheque clearing dept, followed by the secretarial dept. the
floor also hosts the cashier’s cabin and the accounts dept. it also has a
canteen in it.

C.SECRETARY CHEQUE SECRETARIAL

OFFICE CLEARENCE WORK
DEP.

RECEPTION CASHIER ACCOUNTS

DEP.

SECURITY

ADMINISTRATION BLOCK

8
 FIRST FLOOR

The first floor consists of the rooms of the general managers namely, GM-
projects , GM-marketing, GM-finance , GM-logistics and an internal auditor
and a records room.

GENERAL INTERNAL
MANAGER- AUDITOR
PROJECTS

GENERAL GENERAL
MANAGER- MANAGER-
MARKETING FINANCE

GENERAL
MANAGER-
RECO LOGISTICS
RD

ROOM

SECOND FLOOR

The second floor hosts the rooms of the main board of directors. It has a
lobby, to the left of it is the room of JMD:MR.S.VIMAL KUMAR, next to it
is a fax room, next to it is the board room which hosts all the main meeting.
On the other side is the rooms of JMD:MR.S.ABHAYA KUMAR,
CEO:MR.N.GOVINDARAJAN and M.D: DR.S. DEVENDRA

JOINT.M.D FAX

MR.S.VIMAL
KUMAR’s
CABIN BOARD
ROOM

9
LOBBY

JOINT M.D CEO & DR.

M.D S.DEVENDR
MR.S.ABHAYA N.GOVIND A’s
KUMAR’s ARAJAN CABIN
CABIN CABIN

SECRATARIAL DUTIES

. The Company Secretary in today's world is a senior corporate officer with

wide-ranging responsibilities, who serves as a focal point for communication
with the board of directors, senior management and the company's
shareholders, and who occupies a key role in the administration of critical
corporate matters. The Company Secretary is often confidant and counselor
to the Chief Executive Officer and other members of senior management,
especially on corporate governance affairs. The work done by the secretarial
department in SHASUN CHEMICALS AND DRUGS LTD are as follows

BOARD AND COMMITTEE MEETINGS

Being responsible for the smooth operation of corporate meetings requires
planning and attention to detail, ranging from assuring that agendas are
logically ordered and not overcrowded for the time available, to knowing
how to find directors and committee members on short notice when special
meetings are needed. To do it well, the Company Secretary needs a good
working knowledge of the corporate, legal and regulatory matters which

10
may come up at a meeting, and of the business of the corporation and its
operations.
The Company Secretary plays a significant role in determining the agenda of
meetings, especially in alerting the Chief Executive Officer, or board and
committee chairmen, to topics which should be brought to the attention of
the board or committee. And the Company Secretary's knowledge of
corporate, legal and regulatory matters is frequently called upon during
board or committee deliberations.
The company Secretary also drafts and distributes minutes of board and
committee meetings. Minute taking and drafting is an art, requiring excellent
writing skills, an understanding of what is important to record, and a
sensitivity to issues that require special attention and particularly careful
treatment.

ANNUAL MEETING OF SHAREHOLDERS [AGM]

The company Secretary plays a major role in the annual meeting of
shareholders - a very significant event for most large public corporations.
Preparation and distribution of the proxy statement and notice of meeting (as
well as preparation of the directors' and officers' questionnaires needed to
prepare the proxy statement) usually are some of the major functions. The
Secretary may also be involved in preparing and distributing the Annual
Report. Production of these documents requires a knowledge of federal and
state law, and of the rules of the stock exchanges on which the company's
stock is listed. It also requires a high level of skill in coordinating input from
lawyers, personnel and finance groups, as well as directors and senior
officers; the knack of dealing with transfer agents, printers, and mailing
houses; and the ability to remain calm despite inevitable last-minute changes

11
that threaten to ruin "do-or-die" production schedules, not to mention
budgets. Negotiations with shareholders regarding shareholder proposals are
also frequently the responsibility of the Corporate Secretary. These
negotiations involve meetings with proponents, discussions with
management and the board, and working with the Securities and Exchange
Commission through the "no-action" process.
The Secretary works closely with the Chairman and senior management, as
well as with the Chairman's speech writer, in preparing the script and agenda
for the annual meeting. Another essential function for the Corporate
Secretary is to help directors and management prepare to respond to
shareholder questions at the meeting by creating briefing materials and
alerting directors and management to "hot-button" issues. The Secretary is
also generally responsible for coordinating security arrangements, thinking
through and briefing the Chairman on how to handle disruptive or
emergency situations at the meeting. The Secretary is usually involved in
soliciting proxies, either directly or by working closely with the
corporation's proxy solicitors, to help achieve a quorum and deliver the vote.
And the Secretary is also responsible for assuring that the vote is properly
and impartially tabulated, and that results are duly reported in the minutes of
the meeting.

CORPORATE RECORDS

When working with corporate records, the company Secretary must know
what documents and records need to be created and what matters they
should, or should not, contain. It is the Secretary who needs to consider "Are
the proper delegations of authority in place?" "How should this be recorded
in the minutes (or should it)?" "Does this action conflict with or supersede a
prior action or policy?", etc.

12
With respect to record maintenance, the Secretary must assure not only that
records are filed and protected and, where applicable, indexed and kept up-
to-date, but also that they are accessible. A considerable amount of a
Secretary's time is spent organizing, retrieving, explaining and certifying
corporate documents. In addition, the Secretary is often required to certify
officer signatures, affix the corporate seal to various corporate documents,
and attest to their legitimacy. The Secretary must also assure that important
corporate records are retained in accordance with applicable law and sound
business practice. s a senior corporate officer, the Secretary must execute a
significant number of documents on behalf of the corporation, and may have
liability for the matters contained therein. The Secretary must therefore
understand the significance and substance of a wide variety of matters, and
may need to develop procedures to assure the accuracy of many different
types of documents.The company Secretary may also be Secretary to the
corporation's subsidiaries, and be responsible for their corporate records. In
corporations with a large number of subsidiaries, managing these records
adds a great deal of complexity to the job.

STOCK TRANSFER
Maintaining shareholder records, and providing for the transfer or
replacement of stock certificates, is ultimately the responsibility of the
Corporate Secretary. In most major corporations, however, this function is
handled by a separate unit or by an outside transfer agent, with the Corporate
Secretary acting as the corporate liaison.

SECURITIES MARKETS
The Corporate Secretary normally serves as the corporate liaison with the
various securities markets on which the company's shares are listed, and he
or she may be responsible for assuring corporate compliance with stock

13
market requirements. The Corporate Secretary may also be heavily involved
in preparing listing or other market agreements, notices, and other
documents and reports which the corporation must send to various securities
exchanges or markets.

DIRECTOR, OFFICER, AND SHAREHOLDER

CONCERNS
With their prominent role in so many corporate matters, the Corporate
Secretary is a central person to whom directors, officers and shareholders
turn for practical assistance as well as guidance. Much of a Corporate
Secretary's time is spent working with directors, officers and shareholders on
a wide variety of matters, and these constituencies expect a great deal of
attention from the Corporate Secretary's office.

Directors

The Corporate Secretary is the primary liaison between the corporation's

directors and management. As such, a Corporate Secretary may need to:
• help orient new directors to the corporation and the board;
• advise and keep directors informed of corporate and legal
responsibilities;
• assist with compliance issues;
• coordinate and organize the flow of information to directors;
• obtain from directors information needed for legal and regulatory
compliance;
• assist directors with travel arrangements to and from meetings;
• advise management on director compensation;

14
 • advise the Chairman of the Board on committee assignments for
directors;
• keep management informed of director views and preferences;
• provide resources for and coordinate board evaluations;
• assist the Chairman on the selection of new directors;
• advise management and directors on potential director interlock
issues.

Officers

The Corporate Secretary provides services to senior officers similar to those

provided to directors: advising and keeping senior officers informed of
corporate legal responsibilities; assisting with compliance issues; obtaining
information needed for legal and regulatory compliance; assisting with travel
arrangements to and from corporate meetings; advising the Chairman or
Chief Executive Officer on management committee assignments for officers;
keeping the Chairman or Chief Executive Officer informed of senior officer
views and preferences; alerting senior officers to matters which should be
brought to the attention of other officers or the board or board committees;
and providing advice and counsel to officers preparing presentations and
memoranda to be presented to the board or committees. In addition, in many
corporations, the Corporate Secretary administers the corporation's stock
option and other compensation programs for executives.

Shareholders

The Corporate Secretary is often responsible for shareholder relations. The

shareholder relations function usually involves responding to shareholder
inquiries; directing or assisting in preparing and distributing reports and
other materials and shareholder communications; maintaining statistical

15
information on the shareholder base; developing programs for large
individual or institutional shareholders; and alerting the board and senior
management to shareholder concerns. The Corporate Secretary is the
principal corporate contact for most shareholders, and may be able to
influence how shareholders view management's responsiveness.
In some organizations, the Corporate Secretary is primarily responsible for
individual or small institutional shareholders, and large institutional
investors are handled by an investor relations group reporting to Finance,
Corporate Communications or some other department. The Corporate
Secretary may be responsible for the company's stock watch programs,
alerting management to unusual trading in the company's securities.

COMPLIANCE

Depending on the corporation and the background of the Corporate

Secretary, he or she may be responsible for or play a major role in preparing
and filing registration statements and reports to the Securities and Exchange
Commission, insider trading reports, filings and amendments of state
corporate documents, documents related to qualifications to do business, and
other regulatory or legal filings. The Corporate Secretary is often the person
responsible for pre-clearing purchases and sales of the corporation's
securities by directors and officers. The Corporate Secretary may also play a
role in preparing corporate communications on matters of significance to the
corporation, including essential disclosures.
In some corporations, the Corporate Secretary is also responsible for
compliance with state escheat laws and, occasionally, for general legal
compliance for the company as a whole. Some Corporate Secretaries are
involved in administering their corporation's code of corporate conduct and

16
developing and administering other corporate-wide policies and policy
manuals.

CERTIFICATE OF INCORPORATION

The company was initially incorporated in the name of “SHASUN

CHEMICALS [MADRAS] PVT. LTD.”,on the 19th of April, 1976. As per
the special resolution passed on the 21st of March 1992 company’s name
was changed to “SHASUN CHEMICALS & DRUGS LIMITED” and later
on, another special resolution was passed on the 25th of October 1993 to
change the name of the company to ”SHASUN CHEMICALS AND
DRUGS LIMITED”.

MEMORANDUM OF ASSOCIATION

NAME CLAUSE

The name of the company is “SHASUN CHEMICALS AND DRUGS

LIMITED”.

SITUATION CLAUSE

17
The registered office of the company is situated in the state of Tamil Nadu.

OBJECTS CLAUSE

Some of the important ancillary objective are as follows:

1. To carry on the business in any form as manufacturers, exporters

dealers, distributors or/and selling agent in manufactured goods,
materials etc, in a prepared manufactured form or raw state, either
wholesale or retail, for the business of the company.

2. To import all necessary machinery, tools paints, raw material,

required for the company and to export goods to any part of the world.

3. To acquire by purchase, lease, mortgage, all lands necessary for the

purpose of the company.

4. To acquire land by purchasing, leasing, and construct, sell, alter,

demolish, renovate, necessary for the purpose of the company.

5. To carry on any other business which the company is capable of

carrying on which would render profitability any of the company’s
property or rights

18
 6. To keep as secret any of the information as to any invention, which
may seem capable of being used for any of the purpose of the
company.

7. Apply and get allotted or hold shares of any other company whose
objectives are altogether same or in part similar to those of this
company, and carrying on any business, which would benefit the
company.

8. To establish or support associations, institutions, trust to benefit the ex

and present employees, eg- granting pensions, payment towards
insurance .

9. To promote other companies to acquire the property, rights and

liability of this company if it would benefit this company.

10.To invest and deal in shares in the capital of the companies, debenture
stock of the companies, government bonds and securities.

LIABILITY CLAUSE
The liability of the members is limited.

CAPITAL CLAUSE

The authorized share capital of the company is 25 crores, divided into

7,50,00,000 equity shares of Rs 2/- aggregating to Rs 15,00,00,000/- ,and
10,00,000 redeemable prefrence shares of Rs 100/- aggregating to Rs
10,00,00,000/-.The company has the power to increase or decrease the
capital and to divide the shares into different classes. There is an attachment

19
of preferential, special right to holding of each class of share. The company
may vary, modify , enlarge any such right if permitted by the act and
specified in the articles.

SUBSCRIPTION CLAUSE

MR.SHANKARLAL JAIN has taken up 2 equity shares of the company and

his son MR.S.ABHAY JAIN has also taken up 2 equity shares. Witnessed
by MR.V.JAGADISAN who is a Charted Accountant by occupation.

ARTICLES OF ASSOCIATION

CONSTITUTION OF THE COMPANY

1. The company follows regulations in Table ‘A’ in First schedule of

Companies Act, 1956. except in so far they are not consistent with Articles,
which shall be regulations to the management of the company.

INTERPRETATION CLAUSE

2. This clause gives meanings of various terms and expressions used in the
regulations of the management of the company. A few terms and their
meanings are:

a. “Office” means registered office for the time being of the company.
b. “Seal” means the common seal of the company.
c. “Meeting” or “General Meeting” means either an Extraordinary

20
 General Meeting or Annual General Meeting of shareholders of the
company.
d. “Directors” mean directors for the time being of the company.
e. “The Register” means the Register of Members to be kept as per
Sec.150
of the Companies Act, 1956.

CAPITAL

3. The share capital of the company shall be a sum as specified in the

Memorandum of Association.

4. A. The directors may offer and allot shares to any person at their
discretion either by:
i. a special resolution passed at any General meeting, OR
ii. an ordinary resolution passed at a General meeting by majority of
votes cast with the approval of the Central government.

B. The subscribed capital of the company shall not increase due to

any
option exercised by way of debentures issued or loans raised by the
company by converting such debentures or loans into shares in the
company or subscribing for shares in the company.

5. During winding up, the equity share holders shall be entitled to be repaid

21
 the amount of capital paid-up on such shares and all surplus assets
thereafter shall belong to the holders of equity shares.

6. The joint-holders of shares shall be severally a well as jointly liable for

the payment of all installments and calls due in respect of such share or
shares.

7. A. The board of directors may issue and allot shares in the capital of the
company as payment or part payment for any property sold or goods
transferred or machinery supplied or for services rendered or to be
rendered to the company and any such share so allotted, may be
allotted and deemed as fully paid-up shares.

B. The board of directors shall comply with Sec. 75 of the act as regards
all allotments.

8. An application signed by or on behalf of an applicant for shares in the

company followed by allotment of any shares shall be acceptance of the
shares and every person who accepts any shares and whose name is on
the register shall for the purpose of these Articles be a member.

9. The board may issue and allot Sweat equity shares under Employees
Stock Option Schemes to the persons entitled from time to time subject to
the provisions of the Articles and in accordance with the provisions of
Sec. 79 of the Companies Act, 1956.

TRANSFER AND TRANSMISSION OF SHARES

22
 Shares in the company shall be transferred by an instrument in writing in
a prescribed form, as per the rules given below:

 Transfer of shares shall be executed both by transferor and transferee.

 The board of directors shall not register any transfer of shares without
the delivery of the instrument of transfer in a prescribed manner along
with proof of title of transferor. In case of loss of instrument of
transfer, board of directors may register the transfer on an application
in writing from the transferee.
 Application for registration of transfer of any share shall be made
either by transferor or transferee.

 Every shareholder or debenture holder or depositor shall assign a

nominee to whom his shares or debentures or deposits shall vest in the
event of his death. The same is applicable in case of joint holders. In the
event of death of the shareholder or debenture holder or depositor or joint
holders, the nominee shall be entitled to the rights in such shares or
debentures or deposits, unless nomination is varied or cancelled. Where
nominee is minor, the holder shall make nomination to appoint another
person to be entitled to the shares, in the event of his death during
minority.

 A nominee upon production of evidence as required may either register

himself as the holder of share or debenture or deposit or transfer the
holdings. If nominee elects to be registered as holder of the share or
debenture or deposit, shall send notice in writing in this regard to the
company along with the death certificate of the deceased. A nominee who
becomes the registered holder of the share or debenture or deposit, shall

23
 be entitled to share dividends. Interest on debentures or deposits.

 The board may, at their absolute discretion and without any reason
decline to register:
 The transfer of any share whether fully paid or not to a person of
whom they do not approve.
 Any transfer or transmission of shares on which the company has a
lien.
 Where the shares are not in marketable lots.
If the board refuses to register any transfer or transmission, they shall send
notice of the refusal within one month from date of delivery of such
intimation to the company.

 The board of directors may also decline to recognize any transfer unless:
 It is accompanied by the certificate of shares or any other evidence.
 The instrument of transfer is in respect of only one class of shares.

 Every endorsement certificate shall be signed by the managing director or

any other authorized person. The transferee of share shall apply for a new
certificate in lieu of the old certificate.

 The company shall keep a book called the Register of Members in which
particulars of every transfer or transmission of shares shall be entered.

 The company shall keep a Register and Index of Members and a Register
and Index of Debenture holders with details of shares and debentures
held in all forms. The company shall keep in any state or country outside

24
 India a branch register of members resident in that state or country.

FORFEITURE OF SHARES

A person whose shares have been forfeited shall cease to be a member in

respect of the forfeited shares, but shall notwithstanding such forfeiture,
remain liable to pay all monies which at the date of forfeiture were presently
payable by him to the company in respect of the shares, together with
interest at 15% per annum.

SET-OFF OF MONIES DUE TO SHAREHOLDERS

Any money due from the company to a shareholder may, without the
consent of the shareholder may be set-off by the company against amount
due from him in respect of calls or otherwise.

ALTERATION OF CAPITAL

 The company may by an ordinary resolution alter the conditions of its

memorandum as follows:
 Increase its share capital by issuing new shares.
 Consolidate and divide all or any of its share capital into shares of
larger amount.
 Convert fully paid-up shares into stock and reconvert that stock into
fully paid-up shares of any denomination.
 Sub-divide its shares into smaller amounts.
 Cancel shares that have not been taken by any person and diminish the
amount of its share capital by the amount of the shares so cancelled.

25
  The company, may, by special resolution reduce in any manner:
 Its share capital.
 Any capital redemption reserve account, or
 Any share premium account.

GENERAL MEETINGS

 The company shall in each year hold a general meeting called its Annual
General Meeting in accordance with the provisions specified below:
 The company shall hold an AGM within a period of every
fifteen
months from the previous AGM.
 Every AGM shall be called for at a time during business hours
on
days excluding public holidays and shall be held either at the
registered office or any other place within the city, town or village in
which the register office of the company is situated.
 Notice of such meetings shall specify them as the AGM.
 All other meetings shall be referred to as Extraordinary General
Meetings.

 Extraordinary General Meetings may be held either at the registered

office of the company or any convenient place as the Board of Directors
may deem fit.

 Accidental omission to give notice of any meeting or non-receipt of any

such notice by any of the members shall invalidate any resolution passed
at such meeting.

26
PROCEEDINGS AT GENERAL MEETINGS

 Five members personally present shall be a quorum for a General

Meeting and unless the quorum is present no business shall be transacted
at any General Meeting.
 If within half an hour from the time of meeting, a quorum is not present,
if the meeting is called upon requisition of members, shall be dissolved
and in any other case, it shall be adjourned to the same day in the next
week at the same time and place.

 The Chairman, if any, of the Board of Directors shall preside as

Chairman at every General Meeting of the company.

 If there is no Chairman or he is not present within fifteen minutes from

the time of holding the meeting or is unwilling to act as Chairman, the
members present shall choose another Director as Chairman and if no
Directors be present or if all Directors decline to take the chair, then the
members present shall choose one of their member to be the Chairman.

 The Chairman may, with the consent of the quorum present, adjourn that
meeting from time to time and from place to place, but no business shall
be transacted at any adjourned meeting other than business left unfinished
from an adjourned meeting.

 At any General Meeting, resolution put to vote of the meeting, shall be

decided on a show of hands, unless a poll is demanded in accordance
with the provisions of Sec. 179 of the Act.

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 In case of equality of votes, the Chairman shall, both on a show of hands
and on a poll, have a casting vote in addition to vote as a member.

 If poll is required, it shall be taken in such a manner as the Chairman

directs and the results shall be deemed the decision of the meeting on the
resolution of which the poll was taken.

 A poll demanded on the election of Chairman or on a question of

adjournment shall be taken forthwith. For any other question poll shall be
taken at such time not later than forty-eight hours from the time the
demand was made or as the Chairman may direct.

BORROWING POWERS

The board of directors with the consent of the company in the general
meeting, can borrow money (temporary loans are exceptions as they do not
require the consent of the company in the general meeting). If the money
required by the company exceeds the paid up capital then the company can
borrow by issuing debentures or debenture stock (which may even be issued
at a discount) etc, mortgage or pledge the whole or part of the property, its
assets, uncalled capital. Giving the lenders the power to sell in case of
default.

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The board of directors have got the following powers on behalf of the
company and these powers can be exercised only after passing a resolution
at the meeting.

A. Power to make calls on shareholders in respect of monies unpaid on

shares.
B. Power to issue debentures.
C. Power to borrow money otherwise than on debentures
D. Power to invest funds of the company and to make loans.

SHAREHOLDER’ S INFORMATION

LISTING ON STOCK EXCHANGES

The company’s shares are listed on the BSE and NSE. The listing fees have
been paid to both the exchanges for the year 2007-08.

STOCK MARKET DATA

Stock code
On BSE – 524552
On NSE – SHASUNCHEM
ISIN No. – INE317A01028

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REGISTRAR AND SHARE TRANSFER AGENT

Integrated Enterprises (India) Limited,

2nd Floor, Kences Towers, No.1, Ramakrishna Street, North Usman Road, T.
Nagar, Chennai – 600 017
Ph: 044 28140801-03

SHARE TRANSFER SYSTEM

Transfer of shares are processed by share transfer agent and approved by

share transfer committee. The no. of shares transferred during 2005-06 were
28.800 and during 2006-07 it was 19,150.

SHARE HOLDING PATTERN

The promoters of the company hold about 43% of the shares, 32% of the
shares are held by institutional investors and 25% are held by NRI/OCBs.

FINANCIAL CALENDAR

Financial reporting for:

Quarter ending December 31, 2007 3rd or 4th week of January 2008
Quarter ending March 31, 2008 4th week of May 2008 or 1st week of
June 2008
AGM for the year ended March 31, 3rd week of July 2008

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 2008

ANNUAL GENERAL MEETING

The thirty-second AGM of the shareholders of the company was held on

Tuesday, July 24, 2007 at Sri Mahaswami Auditorium, Vani Mahal, 103,
G.N. Chetty road, T. Nagar, Chennai-600017 at 3.30 p.m.

ORGANISATIONAL CHART

BOARD OF DIRECTORS
MANAGING DIRECTOR MANAGING DIRECTOR MANAGING
DIRECTOR
(MARKETING) (TECHNICAL)
(TAXATION)

G.MANAGER S.G.MANAGER V.P OFFICERS G.MANAGER

C.SECRETARY
(H.R) (MARKETING) (OPERATIONS)
(ACCOUNTS)

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OFFICERS G.MANAGER G.MANAGER A/C’S OFFICER OFFICERS/STAFF
MANAGERS
(ADVERTISEMENT) (FACTORY)
&
OTHE
R STAFF

WORKERS STAFF

The promoters of the company constitute to be the board of directors. The

three major heads who constitute to the efficient working of the company
are:

MR. DEVANDRA
MR. ABHAY KUMAR
MR. VIMAL KUMAR

MR. DEVENDRA works in developing the company’s marketing approach.

He has got a general manager and a senior general manager of the human
resource department under him along with whom he frames marketing
strategies. And those managers in turn have officers and other advertisement
managers and staff to take care of the marketing and advertisement
activities. The overall activities of marketing, human resource and
administration are in the hands of MR. DEVENDRA and the final decisions
are taken by him.

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MR. ABHAYA KUMAR who is a chemical engineer by profession takes care
of the factory and the technical aspects of the company. He looks after
manufacturing techniques and checks the quality of products. He has got an
assistant who takes care of the operations in the factory which is controlled
by the general manager of the factory and the accounts officer who takes
responsibility of the stock, cost effective production, raw material,
purchases, sales etc. The technical department is completely managed by
MR. ABHAYA KUMAR.

MR. VIMAL KUMAR is a charted accountant by profession and looks after

the financial health of the company. He takes care of the accounts, finance,
legal aspects and taxation of the company, with the assistance of general
manager of accounts, the company secretary, officers, managers and other
staff. They see to that the company is abiding the government norms and
financially strong .

PERSONNEL DEPARTMENT

Shasun is a FDA approved company for manufacture of bulk

pharmaceuticals and hence the practices are equal to the best pharmaceutical
companies in India and across the world. Being an ISO 9001:2000 certified
company only supports the strength of their quality systems providing every
employee with the best work standards.

Their clientele are multi-national and hence more opportunities for travel,
interaction, and understanding of international culture and standards

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involved is available to the employees, which groom them to become a
world leader.

Shasun provides also congenial atmosphere to work, learn and grow. The
company conducts various programmes to train their staff in the latest
technologies and best management practices by organizing regular training
classes keeping in mind the needs of each individual, and also encourages its
employees to participate in industry events and trade shows.

Shasun’s R&D centre is a recognized the by Madras University as an

institute for pursuing doctoral programme in chemistry. Young chemists are
motivated to work on weekends on research projects, supervised by their
guides, in subjects of their academic interest, which are discovery oriented
and not purely commercial projects.

Shasun Culture

They are in a transition from being a family owned and managed company
to a organization run by qualified professionals. New leadership has taken
charge within and the effect is a rejuvenated new culture. Every Shasun
employee is today encouraged to become a leader by taking ownership for
actions in their respective work areas. Cross-functional understanding and
interaction within various departments and sites is required.

Opportunities for students

The company through its in-house vocational training and apprenticeship

programmes trains the technicians at Shasun and encourages engineering,

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chemistry and pharma students to carry out bloc and summer placements.
Also, Shasun's expansion projects offer numerous growth opportunities.
Shasun also encourages long term collaboration with educational institutions
of repute.

The personnel department is manned by efficient human resource managers

who are distinctive MBA’s from top universities. They also have a lot of
experience in the field of human resource and are tactful and great decision
makers. They have the intellect and tact to solve ant labour related problems
and their efforts make the company to achive efficiency and effectiveness
due to the standards they have set to the employees.

This department comes under the overview of Mr. DEVENDRA, whose

eminent leadership has helped in the smooth functioning of the company.
The company has realized that employees are the backbone of the company
and has provided oppurtnities to develop the employees into leaders and has
taken definite steps to improve their condition .

ACCOUNTS/FINANCE DEPARTMENT

This department is headed by Mr. VIMAL KUMAR, who is a charterd

accountant by profession. This department takes care of the financial health
of the company and takes necessary steps to ensure financial strength.

The department consists of highly experienced accountants who constantly

keep track of all the financial details of the company. This department
scrutinizes the different investment opportunities for the future apart from
maintenance of accounts .

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This department studied the feasibility of acquiring RHODIA
PHARMA,UK and had forecasted the future benefits the company would
gain as a results of the acquisition. The company has now managed to
turnaround the loss making venture to a contributing status.

SPSL OPERATIONS IN 2006-07

During the first year of operation, SPSL achieved its financial and
operational targets. The year was characterized by strong UK performance
with the parent SHASUN consistently supporting the growth of these UK
operations and assets.
• Revenues grew 24% over the previous year
• Achieved 25% improvement in efficiency
• The best safety performance was reported at a level 10 times better
than the UK industry standard.
• ANNAN & DUDLEY sites were awarded the chemicals industry
association Gold Award for safety.
• More than 5 million pounds was invested in the UK operations in the
year.

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