Your Directors take pleasure in presenting the Twenty-Sixth Annual Report and Company's
Audited Financial Statements for the financial year ended March 31, 2018.
||March 31, 2018
||March 31, 2017*
||March 31, 2018
||March 31, 2017
|Revenue from operations
|Profit / (Loss) before tax but after exceptional item
|-Deferred Tax Charge / (Credit)
|-Deferred tax charge / (Credit) - exceptional
|Profit / (Loss) after tax
|Profit / (Loss) after Tax but before Share in profit / (loss) of associates / joint
|Share of Profit/ (loss) of associates / joint ventures (Net)
|Profit for the year before non-controlling interests
|Profit for the year attributable to owners of the Company
|Total other Comprehensive Income
|Total Comprehensive Income / (Loss) for the year attributable to:
|-Owners of the Company
|Opening balance in Retained Earnings
|Transfer on Merger*
|Amount available for appropriation
|Dividend on Equity Shares
|Dividend Distribution Tax
|Transfer to various Reserves:
|-Capital redemption Reserve
|-Debenture redemption Reserve
|-Buy-back of equity shares by overseas subsidiary
|Closing balance in Retained Earnings
Your Directors have recommended a dividend of ' 2.00 (Rupees Two only) per equity share
of ' 1/- each [previous year ' 3.50/- per equity share of ' 1/- each] for the year ended
March 31, 2018, subject to the approval of the equity shareholders at the ensuing 26th
Annual General Meeting of the Company.
The dividend payout is in accordance with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is provided as 'Annexure - A' to this
Report. The policy is also available on the website of the Company and can be accessed
through the web link: http://www.sunpharma.com/policies.
CHANGES IN CAPITAL STRUCTURE
During the year under review, the Company has allotted 18893 equity shares of ' 1/-
each under Sun Employee Stock Option Scheme - 2015 and 13106 equity shares of ' 1/- each
under Sun Employee Stock Option Plan - 2015 thereby the paid up share capital of the
Company increased to ' 2,399,323,180/- (Rupees Two Billion Three Hundred Ninety-Nine
Million Three Hundred Twenty- Three Thousand One Hundred Eighty only) as on March 31,
Further, on May 24, 2018, the Company has allotted 1314 equity shares of ' 1/- each
under Sun Employee Stock Option
Scheme - 2015.
SCHEME OF ARRANGEMENTS
1. During the year, the Hon'ble National Company Law Tribunal of Gujarat at Ahmedabad
had vide its order dated August 11, 2017 sanctioned the Scheme of Arrangement among Sun
Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited, Vidyut
Investments Limited (collectively Transferor Companies) wholly owned
subsidiaries of the Company and the Company (Transferee Company) and their
respective members and creditors (Scheme) whereby the Transferor Companies
stand amalgamated with the Company w.e.f. September 08, 2017 with appointed date being
April 01, 2017. Pursuant to the Scheme no consideration was paid.
2. During the year, the Board of Directors at its meeting held on November 14, 2017 has
approved another Scheme of Arrangement among Sun Pharma Global FZE (Transferor
Company), a wholly owned subsidiary of the Company and the Company and their
respective members and creditors (Scheme) for demerger of the Specified
Undertaking (as defined in the Scheme) of Transferor Company into the Company. The Hon'ble
National Company Law Tribunal of Gujarat, at Ahmedabad (NCLT) had dispensed
with convening of meeting of secured creditors of the Company and ordered to convene the
meeting of equity shareholders and unsecured creditors of the Company on June 01, 2018 to
approve the Scheme with appointed date as April 01, 2017 or such other date as may be
agreed between the Transferor Company and the Company and approved by the NCLT. Pursuant
to said Scheme, no consideration shall be paid and no shares of the Company shall be
issued and allotted to the Transferor Company. The Scheme will result in strengthening of
the business, synergestic benefits, economies of scale, faster decision making,
integration of supply chain, reduction in operating costs, strengthening the focus,
increased ability to face the competitive regulatory environment, increasing
profitability, higher market share etc.
3. Further the Board of Directors at its meeting held on May 25, 2018 has also approved
a Composite Scheme of Arrangement among the Company and Sun Pharma (Netherlands) B.V. and
Sun Pharmaceutical Holdings USA Inc, wholly owned subsidiaries of the Company and their
respective members and creditors (Scheme), for demerger of Specified
Investment Undertaking -1 (as defined in the Scheme) of the Company into Sun Pharma
(Netherlands) B.V. and Specified Investment Undertaking -2 (as defined in the Scheme) of
the Company into Sun Pharmaceutical Holdings USA Inc. This demerger shall enable the
Company to address the risks and policies, ability to strategize the remaining business
for long term growth, strengthening of the investment portfolio, consolidation and
creation of shareholder value. The Company shall be making the necessary application to
the Hon'ble National Company Law Tribunal of Gujarat, at Ahmedabad and such other
authorities as may be required for obtaining necessary approvals for the aforesaid Scheme.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under sub-section (3) of Section 92 of the
Companies Act, 2013 ('the Act') in form MGT-9 is provided as 'Annexure - B' to this
SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES
The statement containing the salient features of the Financial Statements of the
Company's subsidiaries/ joint ventures/ associate companies is given in Form AOC - 1,
provided in notes to the Consolidated Financial Statements, forming part of the Annual
The highlights of performance of subsidiaries, joint ventures and associate companies
and their contribution to the overall performance of the Company during the financial year
is given under 'Annexure A of the Consolidated Financial Statements' forming part of the
Details pertaining to companies that became subsidiaries/ joint ventures/associates and
those that ceased to be the subsidiaries/ joint ventures/associates of the Company during
the year are provided in Note no. 39 of the notes to the Consolidated Financial
Statements, forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Dilip S. Shanghvi, Managing Director and Mr. Sudhir V. Valia, Wholetime Director of
the Company retire by rotation and being eligible offer themselves for reappointment at
the ensuing 26th Annual General Meeting of the Company.
The present term of appointment of Mr. Sudhir V. Valia and Mr. Sailesh T. Desai as
Whole-time Directors will expire on March 31, 2019. They have made significant
contributions to the overall growth of the Company's business. Your Directors recommend
the re-appointment of Mr. Sudhir V. Valia and Mr. Sailesh T. Desai for a further period of
5 (Five) years from April 01, 2019 to March 31, 2024, and remuneration for a period of 3
(Three) years from April 01, 2019 to March 31, 2022 due to inadequacy of profits, for
approval of the members at the ensuing 26th Annual General Meeting of the Company.
Further the present term of appointment of Mr. Kalyanasundaram Subramanian as
Whole-time Director will expire on February 13, 2019. He has made significant contribution
to the overall growth of the Company's business. Your Directors recommend the
re-appointment of Mr. Kalyanasundaram Subramanian for a further period of 2 (Two) years
from February 14, 2019 to February 13, 2021, without any remuneration, for approval of the
members at the ensuing 26th Annual General Meeting of the Company.
Mr. Vivek Chaand Sehgal and Mr. Gautam Doshi were appointed as Additional Independent
Directors of the Company w.e.f. November 14, 2017 and May 25, 2018 respectively in
accordance with the provisions of Section 149 and 161(1) of the Act and they both hold
office upto the date of ensuing 26th Annual General Meeting. The Board recommends
appointment of Mr. Vivek Chaand Sehgal and Mr. Gautam Doshi as Independent Directors of
the Company for a term of 5(Five) years effective from November 14, 2017 and May 25, 2018
respectively for approval of the members at the ensuing 26th Annual General Meeting of the
Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) to be effective from April 01, 2019,
the consent of the members by way of Special Resolution is required for continuation of a
Non-Executive Director of a company beyond the age of seventy five years. Mr. Israel
Makov, Non-Executive Director and the Chairman of the Company, having attained an age of
79 years, the Board has recommended his continuation as a Director of the Company for
approval of the members at the ensuing 26th Annual General Meeting of the Company.
Mr. Hasmukh Shah had resigned as an Independent Director of the Company effective from
November 15, 2017. The Board of Directors places on record their appreciation for
contributions made by Mr. Hasmukh Shah during his tenure as an Independent Director of the
Appropriate resolutions for the appointment / re-appointment of the Directors are being
placed for your approval at the ensuing 26th Annual General Meeting. Your Directors
recommend the appointment/reappointment of the aforesaid Directors by the members at the
ensuing 26th Annual General Meeting of the Company.
As informed in the previous year's Board's Report, Mr. C.S. Muralidharan has been
appointed as Chief Financial Officer of the Company w.e.f June 19, 2017 and Mr. Uday
Baldota had resigned as Chief Financial Officer w.e.f. June 19, 2017 to assume office as
the Director and Chief Executive Officer of Taro Pharmaceutical Industries Limited, a
subsidiary of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Act and under Listing Regulations.
REMUNERATION POLICY FOR DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS
For the purpose of selection of any Director, the Nomination and Remuneration Committee
identifies persons of integrity who possess relevant expertise, experience and leadership
qualities required for the position. The Committee also ensures that the incumbent
fulfills such criteria with regard to qualifications, positive attributes, independence,
age and other criteria as laid down under the Act, Listing Regulations or other applicable
laws. The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy on remuneration of Directors, Key Managerial Personnel and other
Employees. The Remuneration Policy of the Company is enclosed as 'Annexure B to Corporate
Governance Report', which forms part of this Report
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the
Company has put in place a Familiarisation Programme for the Independent Directors to
familiarise them with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model etc. The details of
the Familiarisation Programme conducted are available on the website of the Company
www.sunpharma.com and may be accessed through the web link: http://www.sunpharma.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 5 (Five) times during the year under review
on May 26, 2017; August 11, 2017; September 26, 2017; November 14, 2017; and February 14,
2018. The particulars of attendance of the Directors at the said meetings are detailed in
the Corporate Governance Report, which forms a part of this Report. The intervening gap
between the meetings was within the period prescribed under the Act and Listing
EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
During the year, the evaluation of the annual performance of individual Directors
including the Chairman of the Company and Independent Directors, Board and Committees of
the Board was carried out under the provisions of the Act, relevant Rules, and the
Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations
and based on the circular issued by SEBI dated January 5, 2017 with respect to Guidance
Note on Board Evaluation. The Nomination and Remuneration Committee had approved the
criteria for the performance evaluation of the Board, its Committees and individual
Directors as per the SEBI Guidance Note on Board Evaluation.
The Chairman of the Company interacted with each Director individually, for evaluation
of performance of the individual Directors. The evaluation for the performance of the
Board as a whole and of the Committees were conducted by way of questionnaires.
In a separate meeting of Independent Directors, performance of Non Independent
Directors and performance of the Board as a whole was evaluated. Further, they also
evaluated the performance of the Chairman of the Company, taking into account the views of
the Executive Directors and Non-executive Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria such as structure and diversity of the
Board, competency of Directors, experience of Director, strategy and performance
evaluation, secretarial support, evaluation of risk, evaluation of performance of the
management and feedback, independence of the management from the Board etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the
Committee members on the basis of criteria such as mandate and composition, effectiveness
of the committee, structure of the committee and meetings, independence of the committee
from the Board and contribution to decisions of the Board. The Nomination and Remuneration
Committee reviewed the performance of the individual Directors on the basis of the
criteria such as qualification, experience, knowledge and competency, fulfillment of
functions, availability and attendance, initiative, integrity, contribution and commitment
etc, and the Independent Directors were additionally evaluated on the basis of
independence, independent views and judgement etc. Further the evaluation of Chairman of
the Board, in addition to the above criteria for individual Directors, also included
evaluation based on effectiveness of leadership and ability to steer the meetings,
We continue to believe that our organizational plans are fuelled by our employees and
in an ever-changing business environment, it is critical to have credible and transparent
people management practices and policies. The Human Resources agenda focuses on employee
welfare, productivity and performance as a priority.
We believe nurturing a high performance culture is imperative.
Your company is proud to have talent which is varied and deep in its experiences and
expertise across manufacturing, R & D, sales and other functions. Globally, the
Company (including subsidiary and associate companies) has a dedicated human capital of
over 30,000 employees at various locations across our various offices,
R & D Centers & more than 40+ active manufacturing locations and dedicated
sales professionals across various geographies. Your Directors would also like to take
this opportunity to express their appreciation for the hard work and commitment of the
employees of the Company and look forward to their continued contribution.
Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in
'Annexure - C' to this Report. Further, the information pertaining to Rule 5(2) & 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
pertaining to the names and other particulars of employees is available for inspection at
the Registered office of the Company during business hours and pursuant to the second
proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the
members excluding this. Any shareholder interested in obtaining a copy of the same may
write to the Company Secretary/Compliance Officer at Corporate office or Registered office
address of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company strongly believes in providing a safe and harassment free workplace for
each and every individual working for the Company through various interventions and
practices. It is the continuous endeavor of the Management of the Company to create and
provide an environment to all its employees that is free from discrimination and
harassment including sexual harassment.
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has arranged various interactive awareness workshops in this regard for the
employees at the manufacturing sites, R & D set ups & corporate office during the
year under review. The Company has submitted the Annual Returns to the local authorities
under the above mentioned Act. During the financial year ended March 31, 2018, 1 complaint
pertaining to sexual harassment was received and the same was resolved by the Company.
There are no complaints pending as at the end of the financial year.
AUDITORS Statutory Auditors
S R B C & Co LLP, Chartered Accountants, (Firm's Regn. No. 324982E/ E300003), were
appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the
25th Annual General Meeting of the Company to hold office till 30th Annual General Meeting
of the Company.
The Auditor's Report for the financial year ended March 31, 2018, has been issued with
an unmodified opinion, by the Statutory Auditors.
The Company had appointed Messrs C. J. Goswami & Associates, Practicing Company
Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial
year ended March 31, 2018. The Secretarial Audit Report in the Form No. MR - 3 for the
year is provided as 'Annexure - D' to this Report. The Secretarial Audit Report for the
year does not contain any qualification, reservation or adverse remark.
The Company has appointed Messrs Kailash Sankhlecha & Associates, Cost Accountants,
Vadodara as Cost Auditor of the Company for conducting Cost Audit in respect of Bulk Drugs
& Formulations of your Company for the financial year 2018-19.
The Company has complied with the applicable Secretarial Standards as amended from time
LOANS, GUARANTEES & INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the
RELATED PARTY TRANSACTIONS
The policy on Related Party Transactions as approved by the Board is available on the
website of the Company and can be accessed through the web link
http://www.sunpharma.com/policies. All contracts/arrangements/transactions entered by the
Company during the year under review with the related parties were in the ordinary course
of business and on an arm's length basis.
As required under Section 134(3)(h) of the Act, details of transactions entered with
Related Parties under the Act exceeding ten percent of the annual consolidated turnover as
per the last audited financial statements are given in Form AOC-2 provided as 'Annexure -
E' to this Report.
AUDIT COMMITTEE COMPOSITION
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this Report.
The Company has developed & implemented an integrated Enterprise Risk Management
Framework through which it identifies monitors, mitigates & reports key risks that
impacts its ability to meet the strategic objectives. The Board of Directors have
constituted a Risk Management Committee which is entrusted with the responsibility of
overseeing various strategic, operational and financial risks that the organisation faces,
along with the adequacy of mitigation plans to address such risks. There is an overarching
Risk Management Policy in place that was reviewed and approved by the
Board. The Corporate Governance Report, which forms part of this Report, contains the
details of Risk Management Committee of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place well defined and adequate internal financial control
framework. During the year under review, such controls were tested and no material
weaknesses were observed both in their design or operations.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act read with the Companies
(Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a
Corporate Social Responsibility (CSR) Committee of the Company. The details of membership
of the Committee and the meetings held are detailed in the Corporate Governance Report,
forming part of this Report. During the year under review, the Board of Directors have
approved certain amendments in CSR policy pertaining to the projects and CSR activities to
be undertaken by the Company. The contents of the CSR Policy of the Company as approved by
the Board on the recommendation of the CSR Committee are available on the website of the
Company and can be accessed through the web link: http://www.sunpharma.com/policies. The
average net profit of the Company for last three financial years is negative, therefore
the Company was not required to spend on CSR activities during the year, however, the
Company has voluntarily spent on CSR activities. The annual report on CSR activities
containing details of voluntary expenditure incurred by the Company and brief details on
the CSR activities are provided in 'Annexure - F' to this Report.
The Company has not accepted any deposit from the Public during the year under review,
under the provisions of the Act and the rules framed thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations is provided in a separate section and
forms part of this Report.
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance and Certificate of the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V
of the Listing Regulations, are provided in a separate section and forms part of this
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014, is provided as 'Annexure - G' to this Report.
EMPLOYEES' STOCK OPTION SCHEMES
The Company has two Employees' Stock Option Schemes, one through Trust Route and the
other by Direct Route, both inherited from erstwhile Ranbaxy Laboratories Limited
(Ranbaxy). The scheme through Direct Route has been named as Sun Pharma
Employee Stock Option Scheme - 2015, and the one through Trust Route as Sun Pharma
Employee Stock Option Plan - 2015. Both the schemes were adopted by the Company with
certain amendments consequent upon merger of erstwhile Ranbaxy into the Company. Both the
Schemes are in compliance with Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014. The Scheme through Trust Route i.e. Sun Pharma
Employee Stock Option Plan - 2015 has been completed in August 2017.
Disclosures with respect to the Employees' Stock Option Schemes in compliance with
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
are available on the Company's website and can be accessed at: http://www.sunpharma.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts or
tribunals which impact the going concern status and Company's operations in future.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To create enduring value for all stakeholders and ensure the highest level of honesty,
integrity and ethical behaviour in all its operations, the Company has adopted a 'Global
Whistle Blower Policy' for Sun Pharmaceutical Industries Limited and all its subsidiaries,
in addition to the existing Global Code of Conduct that governs the actions of its
employees. Further details on vigil mechanism of the Company are provided in the Corporate
Governance Report, forming part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the
Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2018, the applicable accounting standards have been followed and there are no material
departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2018 and of the loss of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
The consolidated financial statements for the year ended March 31, 2018 have been
prepared in accordance with Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015.
ICRA Ltd. has reaffirmed the highest credit rating of '[ICRA] A1+'/'[ICRA] AAA(Stable)'
for the bank facilities, long term/short term borrowings and commercial paper programs of
Further, CRISIL Ltd. has also reaffirmed the highest credit rating of 'CRISIL A1+ and
CRISIL AAA/Stable' for short term & long term bank facilities and commercial paper
programs of the Company.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Report of the Company for the year ended March 31, 2018, is
made available on the website of the Company at
http://www.sunpharma.com/pdfiist/all-documents and forms part of the Annual Report, and is
also available at the Registered office / Corporate office of the Company for inspection.
A copy of the aforesaid report shall be made available to such of those shareholders
who are desirous and interested, upon receipt of a written request from them.
ABRIDGED ANNUAL REPORT
In terms of the provision of Section 136(1) of the Act, Rule 10 of Companies (Accounts)
Rules, 2014 and Regulation 36 of the Listing
Regulations and to support Green Initiative, the Board of Directors has decided to
circulate the physical copy of Abridged Annual Report containing salient features of
Financial Statements and other documents for financial year 2017-18 to the members, who
have not registered their e-mail ids. All the annexures to the Board's Report referred
herein viz., Annexure - A to Annexure - G and the Corporate Governance Report (including
its annexures) have been excluded from the Abridged Annual Report which is being
circulated to the members who have not registered their e-mail id.
The members who are desirous of receiving the full version of the Annual Report may
write to the Company's Registrar and Share Transfer Agent for a copy of the same. Full
version of the Annual Report can also be accessed from the Company's website:
Your Directors wish to thank all stakeholders, employees and business partners,
Company's bankers, medical professionals and business associates for their continued
support and valuable cooperation.
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
|Date: May 25, 2018