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Aurobindo Pharma Ltd. Regulatory Filings 2021

Feb 27, 2021

61251_rns_2021-02-27_9cfd3072-0673-40b7-bd9f-f6f5d9fce15c.pdf

Regulatory Filings

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED BSE LIMITED
Exchange Plaza Phiroz Jeejeebhoy Towers,
Bandra Kurla Complex, Bandra (E), 25th floor, Dalal Street,
MUMBAI -400 051 MUMBAI -400 001
Company Code No. AUROPHARMA Company Code No. 524804

Re: Information under Regulation 30 of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015

Dear Sir/Madam,

The Board of Directors of Aurobindo Pharma Limited ("the Company") at its meeting held today i.e. February 27,2021, has approved the following:

  1. Transfer of all equity shares held in Lyfius Pharma Private Limited, a wholly owned subsidiary of the Company, to Aurobindo Antibiotics Private Limited, another wholly owned subsidiary of the Company.

Additional Disclosures as required under SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, for sale or disposal of unit(s) or division(s) or subsidiary of the listed entity are provided at Annexure-"A",

  1. Transfer of all equity shares held in Qule Pharma Private Limited, a wholly owned subsidiary of the Company, to Aurobindo Antibiotics Private Limited, another wholly owned subsidiary of the Company.

Additional Disclosures as required under SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, for sale or disposal of unit(s) or division(s) or subsidiary of the listed entity are provided at Annexure-"B",

  1. Transfer of business undertaking comprised in Unit-10, on a going concern basis, to APL Healthcare Limited, a wholly owned subsidiary of the Company.

Additional Disclosures as required under SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, for sale or disposal of unit(s) or division(s) or subsidiary of the listed entity are provided at Annexure-"C",

The Board meeting commenced at 6.30 PM and concluded at 7.00 PM.

We request you to take the same on record.

Thanking you,

Yours faithfully, For AUROBINDO PHARMA LIMITED

'S. ~~,

B.AdiReddy Company Secretary

Encl: As above,

(CIN: l24239TG1986PlC015190) AUROBINDO PHARMA LIMITED PAN No. AABCA7366H

Corp off.: The Water Mark Building. Plot No. 11. Survey No.9. Hi·tech City. Kondapur. Hyderabad· 500 084 T.S .• INDIA Tel: +91 40 6672 5000 /1200 Fax : +91 40 6707 4059 Regd. off.: Plot No.2. Maithrivihar. Ameerpet. Hyderabad· 500 038 T.S .• INDIA Tel : +91 4023736370 Fax : +91 4023747340. Email : [email protected]

Annexure- A

Sr.No Particulars Response
1 Date on which the agreement forsale has been entered into The entire equity share capital of Rs. 10,00,000 (1,00,000 equity sharesof RS.10 each) of Lyfius Pharma Private Limited, a wholly ownedsubsidiary of the Company incorporated on 16th November 2020, will betransferred to Aurobindo Antibiotics Private Limited, another whollyowned subsidiary of the Company.The agreement will be entered into among the Company as a seller,Aurobindo Antibiotics Private Limited as a buyer and Lyfius PharmaPrivate Limited, target company.
2 The expected date of completionof sale/disposal The completion of the sale is estimated in the first quarter ofFY 2021-22.
3 Consideration received from suchsale/disposal The consideration is Rs. 10,00,000 for transfer of 1,00,000 equity sharesof RS.1 0 each at par.
4 Brief details of buyers and whetherany of the buyers belong to thepromoter/ promoter group/groupcompanies. If yes, details thereof Aurobindo Antibiotics Private Limited ("Aurobindo Antibiotics"), theBuyer, is a wholly owned subsidiary of Aurobindo Pharma Limited anddoes not belong to the promoter/promoter group/group companies.
5 Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at"arms length" Aurobindo Antibiotics being a wholly owned subsidiary of the Company,the two are related parties as per Regulation 2 (zb) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.The transaction is being undertaken between holding company and itswholly owned subsidiary and accordingly there is no impact on aconsolidated basis.As per provisions of Section 188 of Companies Act, 2013 andRegulation 23(5)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, provisions relating to related partytransactions are not applicable in respect of transactions betweenholding company and its wholly owned subsidiary.

(CIN : L24239TG 1986PLCO 15190) AUROBINDO PHARMA LIMITED PAN No. AABCA7366H

Corp off.: Ihe Water Mark Building, Plot No. 11, Survey No.9, Hi·tech City, Kondapur, Hyderabad· 500 084 1.S., INDIA lei : +91 406672 5000/1200 Fax: +91 4067074059 Rogd. off.: Plot No.2, Maithrivihar, Ameerpet, Hyderabad · 500 038 1.S., INDIA lei: +91 4023736370 Fax : +91 4023747340, Email : [email protected]

Sr.No Particulars Response
1 Date on which the agreement forsale has been entered into The entire equity share capital of Rs. 10,00,000 (1,00,000 equity sharesof RS.10 each) of Qule Pharma Private Limited, a wholly ownedsubsidiary of the Company incorporated on 16th November 2020, will betransferred to Aurobindo Antibiotics Private Limited, another whollyowned subsidiary of the CompanyThe agreement will be entered into among the Company as a seller,Aurobindo Antibiotics Private Limited as a buyer and Qule PharmaPrivate Limited, target company.
2 The expected date of completionof sale/disposal The completion of the sale is estimated in the first quarter ofFY 2021-22.
3 Consideration received from suchsale/disposal The consideration is Rs. 10,00,000 for transfer of 1,00,000 equity sharesof RS.1 0 each at par.
4 Brief details of buyers and whetherany of the buyers belong to thepromoter/ promoter group/groupcompanies. If yes, details thereof Aurobindo Antibiotics Private Limited ("Aurobindo Antibiotics"), theBuyer, is a wholly owned subsidiary of Aurobindo Pharma Limited anddoes not belong to the promoter/promoter group/group companies.
5 Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at"arms length" Aurobindo Antibiotics being a Wholly owned subsidiary of the Company,the two are related parties as per Regulation 2 (zb) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.The transaction is being undertaken between holding company and itswholly owned subsidiary and accordingly there is no impact on aconsolidated basis.As per provisions of Section 188 of Companies Act, 2013 andRegulation 23(5)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, provisions relating to related partytransactions are not applicable in respect of transactions betweenholding company and its wholly owned subsidiary.

(CIN : L24239TG1986PLC015190) AUROBINDO PHARMA LIMITED PAN No. AABCA7366H

Corp off.: The Water Mark Building, Plot No. 11, Survey No.9, Hi·tech City, Kondapur, Hyderabad· 500 084 T.S., INDIA Tel : +91 406672 5000 /1200 Fax: +91 4067074059 Regd. off.: Plot No.2, Maithrivihar, Ameerpet, Hyderabad· 500 038 T.S., INDIA Tel: +914023736370 Fax : +91 4023747340, Email: [email protected]

Annexure- C

Particulars Response
The amount and percentage of theturnover or revenue or income andnet worth contributed by such unitor division of the listed entityduring the last financial year The Unit 10 of the Company engaged in the business of manufacture oforal formulations, located at Multiproduct Special Economic Zone,Naidupet Mandai, SPSR Nellore District, Andhra Pradesh ("BusinessUndertaking") is proposed to be transferred to APL Healthcare Limited,a wholly owned subsidiary of the Company.
The turnover of the Business Undertaking for the year ended 31 sl March,2020 was Rs. 1,234.71 crores representing 9.31 % of the turnover of theCompany on a standalone basis.
The net worth of the Business Undertaking proposed to be transferred,for the year ended 31 sl March, 2020 was at Rs. 1,283.57 croresrepresenting 9.85% of the net-worth of the Company on a standalonebasis.
Date on which the agreement forsale has been entered into The agreement will be entered into with APL Healthcare Limited, awholly owned subsidiary of the Company.
The expected date of completionof sale/disposal The slump sale shall be subject to specific approvals such as approvalof Unit Approval Committee (SEZ), approval of APIIC Limited, necessaryregulatory approval in the US, Europe etc. and customary conditionstransfer ofprecedent suchnecessary corporateapprovals,asemployees, contracts, transfer of immovable properties, transition/novation of licenses and such other approvals as may be required.The completion of the sale is estimated in the first quarter ofFY 2021·22.
Consideration received from suchsale/disposal Transfer of the Business Undertaking will be done for a lumpsumconsideration of Rs. 1,091.98 crores. This consideration is based on thefinancial statements of the undertaking as on December 31, 2020 (on adebt free, cash free basis).
Any difference in the value of the Business Undertaking betweenJanuary 1,2021 and the closing date of the transaction will be adjustedto the amount of consideration. Further, the same shall be subject tocustomary closing date adjustments, including borrowings, as providedin the Business Transfer Agreement proposed to be entered intobetween the companies.
Brief details of buyers and whether APL Healthcare Limited, the Buyer, is a wholly owned subsidiary of
any of the buyers belong to the AurobindoPharmaLimitednotbelonganddoestothe
promoter/promoter group/group companies.-
promoter/ promoter group/groupcompanies. If yes, details thereof

AUROBINDO PHARMA LIMITED ~~~RAB~O ~: AN No. AABCA7366H (CIN : l24239TG 1986PlCO 15190)

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Corp off .. The Water Mark Building. Plot No. 11 Surve No.9 Hi·tech City, Kondapur, Hyderabad· 500 084 T.S., INDIA Tel: +91 40 66/£:lDVD I ILOO Fax: +914067074059 Regd. off.: Plot No.2, Maithrivihar, Ameerpet, Hyderabad · 500 038 T.S., INDIA Tel : +91 4023736370 Fax : +91 40 2374 7340, Email: [email protected]

6 Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at"arms length" The Buyer being a wholly owned subsidiary of the Company, the two arerelated parties as per Regulation 2 (zb) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.The transaction is being undertaken between holding company and itswholly owned subsidiary and accordingly there is no impact on aconsolidated basis.As per provisions of Section 188 of Companies Act, 2013 andRegulation 23(5)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, provisions relating to related partytransactions are not applicable in respect of transactions betweenholding company and its wholly owned subsidiary.
7 Additionally, in case of a slumpsale, indicative disclosuresprovided for amalgamation/merger, shall be disclosed by thelisted entity with respect to suchslump sale Indicative disclosures required are provided hereunder:
7.a Name of the entity(ies) formingpart of the slump sale, details inbrief such as, size, turnover etc.; The Unit 10 of the Company engaged in the business of manufacture oforal formulations, located at Multiproduct Special Economic Zone,Naidupet Mandai, SPSR Nellore District, Andhra Pradesh ("BusinessUndertaking") is proposed to be transferred to APL Healthcare Limited,a wholly owned subsidiary of the Company.The turnover of the Business Undertaking for the year ended 31 sl March,
2020 was Rs. 1,234.71 crores representing 9.31% of the turnover of theCompany on a standalone basis.
The net worth of the Business Undertaking proposed to be transferred,for the year ended 31 sl March, 2020 was at Rs. 1,283.57 croresrepresenting 9.85% of the net-worth of the Company on a standalonebasis.
7.b Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at The Buyer being a wholly owned subsidiary of the Company, the two arerelated parties as per Regulation 2 (zb) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.
"arms length The transaction is being undertaken between holding company and itswholly owned subsidiary and accordingly there is no impact on aconsolidated basis.
As per provisions of Section 188 of Companies Act, 2013 andRegulation 23(5)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, provisions relating to related party

(CIN : L24239TG 1986PLCO 15190) AUROBINDO PHARMA LIMIT

Corp off.: The Water Mark Building, Plot No. 11, Survey No.9, Hi·tech City, Kondapur, Hyderabad . 500 084 T.S., INDIA Regd. off.: Plot No. 2, Maithrivihar, Ameerpet. Hyderabad· 500 038 T.S., INDIA Tel: +914023736370 Fax : ~~ ail : [email protected]

transactions are not applicable in respect of transactions betweenholding company and its wholly owned subsidiary.
7.c Area of business of the entity(ies) Aurobindo Pharma Limited is engaged in pharmaceutical business.APL Healthcare Limited is a company incorporated at Hyderabad,Telangana, on 19th December 2006 and is engaged inter-alia in thebusiness of manufacturing, refine, purchase, sell, prepare, import,export all classes and kinds of drugs including pharmaceuticalspreparations and formulations, fine chemicals, raw material, andintermediates, for drugs and all other pharmaceuticals such as tablets,injectables, syrups, powders, ointments, aerosols, capsules and liquids.
7.d Rationale for slump sale The slump sale is proposed with the following objectives:Integration of Unit 10 which is an SEZ unit along with other SEZ1.units in APL Healthcare Limited to bring more synergy and costeffectiveness.For greater focus, attention and specialisation in business by2.carving out the unit with another SEZ unit.Improving operational efficiency by creating a lean, competitive3.organisation with focus on faster decision making.Greater visibility and accountability for performance.4.Augment fund raising capability and strategic tie ups in future,5.if required.
7.e In case of cash consideration -amount or otherwise shareexchange ratio Transfer of the Business Undertaking will be done for a lumpsumconsideration of Rs. 1,091.98 crores. This consideration is based on thefinancial statements of the undertaking as on December 31, 2020 (on adebt free, cash free basis).Any difference in the value of the Business Undertaking betweenJanuary 1, 2021 and the Closing date of the transaction will be adjustedto the amount of consideration. Further, the same shall be subject tocustomary closing date adjustments, including borrowings, as providedin the Business Transfer Agreement proposed to be entered intobetween the Companies.
7.f Brief details of change inshareholding pattern (if any) of.listed entity There will be no change in the shareholding pattern of AurobindoPharma Limited.

(CIN : L24239TG 1986PLCO 15190) AUROBINDO PHARMA LIMITED PAN No. AABCA7366H

Corp off.: The Water Mark Building, Plot No. 11 , Survey No.9, Hi·tech City, Kondapur, Hyderabad . 500 084 T.S., INOlA Tel : +91 406672 5000 /1200 Fax : +91 4067074059 Regd. off.: Plot No.2, Maithrivihar, Ameerpet, Hyderabad· 500 038 T.S., INDIA Tel: +91 4023736370 Fax: +91 4023747340, Email: [email protected]