The committee was formed to look into Sun Pharma's open offer that was necessitated due to its acquisition of Ranbaxy, which held significant stake in Zenotech.
In a filing to the BSE today, Zenotech Laboratories Ltd said the independent directors' panel "believes that the open offer of Rs 20.87 per equity share is fair and reasonable and in line with Sebi regulations".
Through the open offer, Sun Pharma plans to acquire more than 96 lakh shares of Zenotech, amounting to 28.16 per cent.
Zenotech shares today closed 1.89 per cent up at Rs 35 apiece on the BSE.
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At the end of March, 2015, Sun Pharma and Daiichi Sankyo were the two promoters of Zenotech.
Sun Pharma held 46.85 per cent stake while the shareholding of Daiichi Sankyo stood at 20 per cent, as per latest data available on the BSE.
The Sun Pharma-Ranbaxy merger deal was completed in March this year. In April, 2014, Sun Pharma had announced it would acquire troubled rival Ranbaxy in an all-stock transaction worth USD 4 billion that includes USD 800 million debt.