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PRESENTATION

ON

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Corporate Governance is the system by which

companies are directed and controlled.

---- Cadbury

Committee (U.K)

Fundamental objective of corporate governance

is the enhancement of the long-term value while

at the same time protecting the interests of other

stakeholders.

---- Kumar Mangalam Birla Committee (India)

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Company Overview-Biocon

"Our ability to continuously scale new heights across thebiopharmaceutical value chain enables us to realise the promise of future

therapeutics."

----Kiran Mazumdar-Shaw, Chairman & Managing Director

"We are committed to delivering value to all our stakeholders. By

leveraging our proprietary products and technologies we will achieve

robust growth and sustained financial performance."

----Murali Krishnan K.N, President, Finance

Biocon is a fully integrated healthcare company that delivers innovative

biopharmaceutical solutions

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Biocons Area of Operation, Employee Strength

and Share Information

Biocon is an integrated biotechnology enterprise focused on thedevelopment of biopharmaceuticals. The Biocon group of companiesconsists of Biocon - the flagship, holding company and its subsidiaries,Syngene, Clinigene and a joint venture company, BioconBiopharmaceuticals. Principal areas of operations include:

Biopharmaceuticals Custom & Clinical Research Services

Team Biocon comprises of 2,277 employees (as on March 31st, 2008) invarious field, with a strong scientist portfolio.

In March 2004, Biocon went public with an IPO of 10,000,000 fresh equityshares of Rs. 5 each at a price of Rs. 315 per share.

The Annual General Meeting (AGM) of the Company for the year 2008-09is proposed to be held on July 17, 2009

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Mission

To be an integrated biotechnology enterprise of global distinction.

Essential to this mission is excellence in:

Intellectual asset creation through discovery, research and development

State-of-the-art manufacturing capabilities

Internationally benchmarked quality and regulatory systems

New medical insight through disease specific clinical research

Customer relationship through outstanding products and services Human resource development through training, mentoring and empowering

Management of research and business partnerships

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Corporate Structure

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Main Issues In Corporate Governance

Role of Board of Directors

Composition of the Board

Audit Committee Shareholders Committee

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Corporate Governance of Biocon

Biocon's Board of Directors is headed by an Executive Chairman and

comprises of one Executive Director and six Non-Executive Directors.

Its agenda includes approval of Company Strategy and the Annual Business

Plan. Assisting The Board is an Audit and Remuneration Committee. Both

operate under clear terms of reference which outline the authorities and duties

of each Committee, allowing them to examine any information they considerrelevant and take independent advice wherever necessary. Capital spend is

authorized and subsequently monitored by The Board.

The Board acknowledges responsibility for Biocon's systems of internal

control and review of their effectiveness. The systems utilized are intended to

manage rather than eliminate the risk of failure to achieve business objectives.

Biocon recognizes that such systems can provide reasonable, but not absolute,assurance against material miss Statement or loss.

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Cont

The Remuneration Committee is chaired by Prof. Charles Cooney and consists

entirely of Non Executive Directors. It has clear written terms of reference and

findings and recommendations are reported directly to The Board. The

Committee has authority to undertake research on any compensation issue. The

Company bears the expenses of such research.

In setting the remuneration package for Executive Directors, the Committeeaims to ensure that the total package including benefits is competitive with

companies of similar size, activity and complexity and that accordingly, it will

attract, retain and motivate senior staff with the required skills maximize returns

for shareholders. The Committee receives advice from independent

remuneration consultants including a comparability assessment against other

companies of similar size and activity. It believes that a significant part of theremuneration package should be clearly linked to measurable company

performance from which Shareholders benefit. Accordingly, the package

balances base salary with performance incentives.The Committee keeps the

total remuneration package and the balance of its various elements under regular

review.

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Cont

The Directors have identified that Biocon has the resources to continue

operating for the future. For this reason, the going concern basis was adopted

in preparing the accounts.

Over the last 30 years, Biocon has developed a strong set of values where

integrity is central. The Board believes that values are a key ingredient in good

governance.

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Board of Directors

Dr. Neville Bain

Ms. Kiran Mazumdar-

Shaw

Chairman & Managing

Director, Biocon

Mr. John Shaw

Vice Chaiman, BioconProf. Ravi Mazumdar Prof. Catherine Rosenberg

Alternate Director, Biocon

Prof. Charles L. Cooney Dr. Bala S. ManianMr. Suresh Talwar

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Key Management Team

K. M.Shaw,

Chairman &MDJohn Shaw,

Vice ChairmanArun Chandavarkar

COO, Biocon

Goutam Das,

COO, Syngene

A.S. Arvind,

COO, Clinigene

Murali Krishnan,

President, Finance

M.B. Chinappa

CFO, Syngene

Harish Iyer,

GM,R&D

Rakesh Bamzai,

President, MarketingRavi C.Dasgupta,

Group Head, HR

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Board Committees

Audit Committees

1. Dr. Neville Bain

2. Prof. Charles L. Cooney

3. Mr. Suresh Talwar

Remuneration Committees1. Prof Charles L. Cooney

2. Dr. Neville Bain

Investor Grievance Committees1. Dr. Neville Bain

2. Ms. Kiran Mazumdar-Shaw

3. Mr. John Shaw

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Capital Structure

From Year To Year Class Of Authorized Issued Capital Paid Up Paid Up Paid

share capital share(no.) face value Up Capital

2007 2008 Equity Share 60.00 50.00 100000000 5 50.00

2006 2007 Equity Share 60.00 50.00 100000000 5 50.00

2005 2006 Equity Share 60.00 50.00 100000000 5 50.00

2004 2005 Equity Share 60.00 50.00 100000000 5 50.002003 2004 Equity Share 60.00 50.00 100000000 5 50.00

2002 2003 Equity Share 2.00 1.84 1837650 10 1.84

2001 2002 Equity Share 2.00 1.82 1821780 10 1.82

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HOW CORPORATE GOVERNANCE FAILS.. A BURNING EXAMPLE - ENRON

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