Dear Members,
 
 The Directors take pleasure in presenting the Nineteenth Annual Report
 and Audited Accounts for the year ended March 31,2011.
 
 FINANCIAL RESULTS
 
                                   (Rs. in million except dividend
                                        per share and book value)
 
                                     Year ended       Year ended
                                 March 31, 2011   March 31, 2010
 
 Total Income                             32989            26084
 
 Profit aftertax                          13838             8987
 
 Dividend on Equity Shares                 3625             2848
 
 Corporate Dividend tax                     588              473
 
 Transferto General Reserve                5000             3000
 
 Amount of dividend per equity share
 ofRs.1/- each (Previous year per equity      3.5             1375
 share ofRs. 5/-each)
 
 Book value per equity share ofRs.1/-
 each(Previous year per equity share         65              276
 ofRs. 57-each)
 
 Dividend
 
 Your Directors are pleased to recommend an equity dividend of Rs. 3.50
 per equity share of face value Rs. 1/-each (previous year Rs. 13.75 per
 equity share of face value Rs. 5/-each) for the year ended March 31,2011.
 
 Split of Equity Shares
 
 As approved by the Shareholders of the Company by way of postal ballot
 conducted during November, 2010, the results of which were announced on
 November 12,2010, the Equity Shares of Rs. 5/- each of the Company were
 sub- divided into 5 Equity Shares ofRs. 1/-each during the year under
 review.
 
 Management Discussion and Analysis
 
 The management discussion and analysis on the operations of the Company
 is provided in a separate section and forms part of this report.
 
 Human Resources
 
 Human Resource development continues to be a key focus area at Sun
 Pharma and your Company takes great pride in the commitment, competence
 and vigor shown by its workforce in all realms of business.  You have a
 dedicated team of over 11200 employees at various locations across our
 corporate office, various R&D Centers & 19 plant locations (including
 associate companies) spread across three continents.The Company
 continues to take new initiatives to further align its HR policies to
 meet the growing needs of its business. A transparent work culture,
 quality of work and supportive environment induces discretionary
 behavior among employees which gives them the opportunity to personally
 succeed in a way that leads to collective organizational success. Your
 Directors truly appreciate the efforts and contribution by Team Sun
 Pharma for maintaining and further accelerating the growth pace.
 
 Information as per Section 217(2A) of the Companies Act, 1956, read
 with the Companies (Particulars of Employees) Rules, 1975 as amended,
 is available at the registered office of your Company.  However, as per
 the provisions of Section 219(1 )(b)(iv) of the said Act, the Report
 and Accounts are being sent to all shareholders of the Company and
 others entitled thereto excluding the aforesaid information. Any
 shareholder interested in obtaining a copy of this statement may write
 to the Company Secretary/Compliance Officer at the Corporate Office or
 Registered Office address of the Company.
 
 Information on Conservation of Energy, Technology Absorption, Foreign
 Exchange Earning and Outgo.
 
 The additional information relating to energy conservation, technology
 absorption, foreign exchange earning and outgo, pursuant to Section
 217(1) (e) of the Companies Act 1956 read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988, is given in Annexure and forms part of this Report.
 
 Corporate Governance
 
 Report on Corporate Governance and Certificate of the auditors of your
 Company regarding compliance of the conditions of Corporate Governance
 as stipulated in Clause 49 of the listing agreement with stock
 exchanges, are annexed.
 
 Consolidated Accounts
 
 In accordance with the requirements of Accounting Standard AS-21
 prescribed by the Institute of Chartered Accountants of India, the
 Consolidated Accounts of the Company and its subsidiaries is annexed to
 this Report.
 
 Subsidiaries
 
 The Ministry of Corporate Affairs, Government of India, New Delhi has
 issued direction under Section 212(8) of the Companies Act, 1956 vide
 genera circular No.2/2011 dated February 8, 2011 and in accordance with
 the same, the Balance Sheet, the Profit and Loss Account and other
 documents of the subsidiary companies are not being attached with the
 Balance Sheet of the Company.The information relating to each
 subsidiary including subsidiaries of subsidiaries, as required by the
 aforesaid circular, is disclosed in the Annual Report. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member of the Company and its
 subsidiaries who may be interested in obtaining the same.The annual
 accounts of the subsidiary companies will also be kept open for
 inspection by any investor at the Registered Office & Corporate / Head
 Office of the Company and that of the respective subsidiary companies.
 The Consolidated Financial Statements presented by the Company include
 financial results of its subsidiary companies also.
 
 Finance
 
 CRISIL continued to reaffirm its highest rating of AAA/Stable and
 P1 , for your Company''s Banking Facilities throughout the year
 enabling your Company to avail facilities from banks at attractive
 rates. The Company does not offer any Fixed Deposit scheme.
 
 Corporate Social Responsibility
 
 At the close of a relatively event-free, disaster-free year, your
 Company persisted with participation in activities at the local,
 grassroots level across health and education. In the past, support has
 been offered towards disaster relief as well as participation in the
 facilitation of civic utilities around the plants/research centers.
 Your Company remains interested in these contributions.
 
 Directors
 
 Shri Dilip S. Shanghvi, Shri Sailesh T.  Desai and Shri S.Mohanchand
 Dadha retire by rotation and being eligible offer themselves for
 re-appointment.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed:
 
 (i) that in the preparation of the annual accounts for the financia
 year ended March 31, 2011, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures;
 
 (ii) that the Directors have selected appropriate accounting policies
 and applied them consistently and made judgements 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 and on
 the profit of the Company for the year under review;
 
 (iii) that the Directors have taken 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; and,
 
 (iv) that the Directors have prepared the annual accounts for the
 financial year ended March 31,2011 on a ''going concern'' basis.
 
 Auditors
 
 Your Company''s auditors, M/s. Deloitte Haskins & Sells, Chartered
 Accountants, Mumbai, retire at the conclusion of the forthcoming Annual
 Genera Meeting. Your Company has received a letter from them to the
 effect that their re-appointment, if made, will be in accordance with
 the provisions of Section 224(1-B) of the Companies Act, 1956.
 
 Cost Auditors
 
 The Company has appointed Messrs.  Kailash Sankhlecha & Associates,
 Cost Accountants, Vadodara as Cost Auditors of our Company for
 conducting Cost Audit in respect of Bulk Drugs & Formulations of your
 Company for the year ended March 31, 2011.
 
 Acknowledgements
 
 Your Directors wish to thank all stakeholders and business partners,
 your Company''s bankers, financia institutions, medical profession and
 business associates for their continued support and valuable
 co-operation.  The Directors also wish to express their gratitude to
 investors for the faith that they continue to repose in the Company.
 
                                          For and on behalf of the
 
                                                Board of Directors
 
                                                 Dilip S. Shanghvi
 
                                      Chairman & Managing Director
 
 May 28, 2011
 
 Mumbai