Sanofi India Ltd — Audit Report / Information 2021

Feb 23, 2021

23rd February 2021

The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

The Secretary The National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, G Block Bandra-Kurla Complex, Sandra East Mumbai - 400 050

Compliance under Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sirs

Pursuant to Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed, Secretarial Compliance Report for the year ended 31 st December 2020, issued by Ms. Kumudini Bhalerao, Practicing Company Secretary of M/s. Makarand M. Joshi & Co. Company Secretaries.

Request you to take the above information on record

Thanking you,

ED

GIRISH T · I COMPANY SECRETARY

Makarand M. Joshi & Co.

Company Secretaries

Ecstasy 803-804, 8th Floor, City of Joy, JSD Road, Mulund West, Mumbai 400080, (T) 022-2168100

Secretarial compliance report

For the Financial Year Ended 31st December, 2020

To,

The Board of Directors, Sanofi India Limited Sanofi House, CTS. No.117-B, L&T Business Park Saki Vihar Road, Powai, Mumbai - 400072

We, M/s Makarand M. Joshi & Co., Practicing Company Secretaries, have examined:

(a) all the documents and records made available to us and explanation provided by Sanofi India Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 2020 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Audit Period)
• c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; -(Not Applicable to the Company during the Audit Period)
• e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Audit Period)
• f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period)
• g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not Applicable to the Company during the Audit Period)
• h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, $2015:$
• i) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client;

and circulars/ guidelines issued thereunder and based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Remarks of Practicing Company Secretary		the
NIL

(b)The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from our examination of those records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars)under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder.

Sr. No	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc	Observations/ remarks of the Practicing Company Secretary, if any.
		Not Applicable

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No	Observations of the Practicing Company Secretary in the previous reports	Observatio ns made in the secretarial compliance report	Actions taken by any	Comments of the the listed entity, if $ $ Practicing Company Secretary on the actions taken by the listed entity
Not Applicable

For Makarand M. Joshi & Co.

ND M. JO

MUMB

$\star$

Kumudini Bhalerao Partner SECR FCS No. 6690 CP No. 6667 UDIN: F006667B002826539 Peer Review No: P2009MH007000 Place: Mumbai Date: 12th February, 2021