UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 3)
 
Under the Securities Exchange Act of 1934
 
 
 
TARO PHARMACEUTICAL INDUSTRIES LTD.
(Name of Issuer)
 
 
ORDINARY SHARES, PAR VALUE NIS 0.0001 PER SHARE
(Title of Class of Securities)
 
 
M8737E108
(CUSIP Number)
 
 
Mr. Sudhir V. Valia, Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059, India
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
February 19, 2008
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 CUSIP No. M8737E108
  SCHEDULE 13D/A
Page 2 of 13 Pages
 
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
SUN PHARMACEUTICAL INDUSTRIES LTD.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
PF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Republic of India
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
17,346,057*
8.
SHARED VOTING POWER
 
0
9. 
SOLE DISPOSITIVE POWER
 
17,346,057
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,346,057
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
40.12%**
14.
TYPE OF REPORTING PERSON
 
CO
 
______________________________
* Includes 3,770,833 Ordinary Shares acquired by Alkaloida Chemical Company Exclusive Group Ltd. (“Alkaloida”), an indirect subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the share purchase agreement dated May 18, 2007 (“Purchase Agreement”), between Alkaloida and the Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary Shares; 58,000 Ordinary Shares acquired by Sun Pharma Global, Inc. (“Sun Pharma”), a direct wholly-owned subsidiary of Sun, on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the warrant, dated May 18, 2007, issued by the Issuer to Sun (the “Original Warrant”); and 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients (“Brandes”).  This amount also includes 3,787,500 Ordinary Shares which Sun, under certain circumstances, has the right to acquire pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant No. 2”).
 
** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; 3,000,000 Ordinary Shares issued pursuant to the Original Warrant; and an additional 3,787,500 Ordinary Shares issuable upon exercise of Warrant No. 2.
 
 
 CUSIP No. M8737E108
  SCHEDULE 13D/A
Page 3 of 13 Pages
 
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
SUN PHARMA GLOBAL INC. (BVI)
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
PF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
13,558,557*
8.
SHARED VOTING POWER
 
0
9. 
SOLE DISPOSITIVE POWER
 
13,558,557
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,558,557
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
  o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
34.37%**
14.
TYPE OF REPORTING PERSON
 
CO
______________________________
* Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 58,000 Ordinary Shares acquired by Sun Pharma on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; and 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes.
 
** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; and 3,000,000 Ordinary Shares issued pursuant to the Original Warrant.
 
 
 CUSIP No. M8737E108
  SCHEDULE 13D/A
Page 4 of 13 Pages
 
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
PF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Republic of Hungary
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
13,500,057*
8.
SHARED VOTING POWER
 
0
9. 
SOLE DISPOSITIVE POWER
 
13,500,057
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,500,057
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
  o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
34.22%**
14.
TYPE OF REPORTING PERSON
 
CO
______________________________
* Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; and 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes.
 
** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; and 3,000,000 Ordinary Shares issued pursuant to the Original Warrant.
 

 
This Amendment No. 3 amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2007 (the “Original Schedule 13D”); the Amendment No. 1 to the Original Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the Amendment No. 2 to the Original Schedule 13D, filed on August 2, 2007 (the “Amendment No. 2”, together with the Original Schedule 13D and  the Amendment No. 1, the “Schedule 13D”), with respect  to the Ordinary Shares, par value NIS .0001 per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd. an Israeli corporation (the “Issuer”), whose principal executive offices are located at Italy House, Euro Park, Yakum 60972, Israel.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
 
Item 3. Source and Amount of Funds or Other Considerations.
 
The response set forth in Item 3 of the Schedule 13D is hereby amended and restated in its entirety with the paragraph below:
 
“9,787,500 of the Ordinary Shares beneficially owned by the Reporting Persons were directly acquired by Alkaloida as described in Item 4 below with available cash on hand.  58,500 of the Ordinary Shares beneficially owned by Sun Pharma and Sun were directly acquired by Sun Pharma with available cash on hand.  3,712,557 of the Ordinary Shares owned by the Reporting Persons were acquired by Alkaloida from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients (“Brandes”) with available cash on hand. An additional 3,787,500 of the Ordinary Shares beneficially owned by Sun are shares issuable upon exercise of Warrant No. 2 as described in Item 4 below.”
 
Item 4. Purpose of Transaction.
 
The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following text after the penultimate paragraph of Item 4:
 
“On February 19, 2008, in furtherance of Sun’s intent to gain control of the Issuer, Alkaloida purchased from Brandes 3,712,557 Ordinary Shares at $10.25 per share, for a total consideration of $38,053,709.25 in cash.”
 
Item 7. Materials to be Filed as Exhibits.
 
     
  Exhibit No.
Description
  99.14
Joint Filing Agreement, dated as of July 2, 2007,
incorporated by reference to the Original Schedule 13D

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:

February 19, 2008
SUN PHARMACEUTICAL INDUSTRIES LTD.
 
     
     
                 /s/ Dilip S. Shanghvi   
                                    Signature  
     
     
  Mr. Dilip S. Shanghvi   
  Chairman & Managing Director  
                                     Name/Title  
     
     
  SUN PHARMA GLOBAL, INC. (BVI).   
     
     
                 /s/ Harin Mehta  
                                    Signature   
     
     
  Mr. Harin Mehta  
  Director   
                                     Name/Title   
     
     
  ALKALOIDA CHEMICAL COMPANY   
  EXCLUSIVE GROUP LIMITED.   
     
     
                 /s/ Harin Mehta  
                                    Signature    
     
     
  Mr. Harin Mehta  
  Director   
                                     Name/Title    
     






 
 
SCHEDULE A
 
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS
 
The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:
 
SUN PHARMACEUTICAL INDUSTRIES LTD.
 
Name of Directors of
Reporting Persons
Principal Address
Principal Occupation
Citizenship
Dilip S. Shanghvi1
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.
Chairman of the Board and Managing Director, Sun Pharmaceutical Industries Ltd.
Indian
Sudhir V. Valia
Sun Pharmaceutical Industries Ltd.
Acme Plaza, Andheri Kurla Road,
Andheri (East),
Mumbai – 400 059, India.
Director, Sun Pharmaceutical Industries Ltd.
Indian
Sailesh T. Desai
Sun Pharmaceutical Industries Ltd. 402, 4th Floor, R. K. Centre, Fatehgunj Main Road, Baroda – 390 002, India.
Director, Sun Pharmaceutical Industries Ltd.
Indian
S. Mohanchand Dadha
 
250 Lloyds Road, Royapettah, Chennai 600014, India.
Businessman.
Indian
Hasmukh S. Shah
15 Dhanushya Society, Sama Road, Vadodara 390 008, India.
Professional.
Indian
Keki Minu Mistry
HDFC Limited, Ramon House, 5th Floor, H. T. Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai – 400 020, India.
Managing Director, HDFC Limited.
Indian
Ashwin S. Dani
Asian Paints (India) Ltd. 6-A, Shanti Nagar, Santacruz (East), Mumbai – 400055,  India.
Vice Chairman & Managing Director, Asian Paints (India) Ltd.
Indian

 
1 As of April 19, 2007, Dilip Shanghvi holds 23,397,048 Equity Shares of Sun Pharmaceutical Industries Ltd.
 
 
Name of Executive Officers of
Reporting Persons
Principal Addres
Principal Occupation2
Citizenship
Vipul Doshi
Sun Pharmaceutical Industries Ltd. SPARC, Tandalja, Vadodara-390 020, Gujarat, India.
Sr. Vice President
(Quality).
Indian
Rakesh Mehta
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059 Maharashtra, India.
Sr. Vice President, (International Marketing).
Indian
Abhay Gandhi
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059, Maharashtra, India.
Exec. Vice President, (International Marketing).
Indian
T. K. Roy
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059, Maharashtra, India.
Sr. Vice President (Marketing).
Indian
Lokesh Sibal
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059, Maharashtra, India.
Sr. Vice President
(Marketing).
Indian
Sharda Crishna
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059, Maharashtra, India.
Sr. Vice President
(Marketing).
Indian
 
 
 
2           The Principal Occupation of each person is employment by Sun Pharmaceutical Industries Ltd.
 
 
Name of Executive Officers of
Reporting Persons
Principal Addres
Principal Occupation2
Citizenship
Kirti Ganorkar
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.
Vice President
(Business Development).
Indian
Sampad Bhattacharya
Sun Pharmaceutical Industries Ltd., Halol, Gujarat, India.
Vice President
(Operations).
Indian
A. H. Khan
Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059 Maharashtra, India.
Sr. General Manager
(Human Resources).
Indian
D. R. Desai
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.
Sr. General Manager
(Accounts).
Indian
Kamlesh H. Shah
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059 Maharashtra, India.
Deputy General Manager
(Accounts).
Indian
Ashok I. Bhuta
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093 India.
Deputy General Manager
(Legal & Secretarial) & Compliance Officer.
Indian
Dr. Ratnesh Shrivastava
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.
Vice President (Intellectual Property Cell).
Indian
 
 
Name of Executive Officers of
Reporting Persons
Principal Addres
Principal Occupation2
Citizenship
Uday V. Baldota
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.
Vice President (Investor Relations).
Indian
Sunil P. Mehta
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.
Vice President.
Indian
K. Nandakumar
Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri  (E) Mumbai – 400 059, Maharashtra, India.
Vice President (Marketing).
Indian

 
SUN PHARMA GLOBAL INC. (BVI)
 
Name of Directors of
Reporting Persons
Principal Address
Principal Occupation
Citizenship
Dilip S. Shanghvi
Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093. India.
Director, Sun Pharmaceutical Industries Ltd.
Indian
Harin Mehta
Flat no. 3,1, Elmunkas street, Tiszavasvari, Hungary - 4440
Managing Director, Sun Pharma Global Inc. (BVI).
Indian
Sunil Gandhi
SuGandhManagement, Consultancy, 704, Al Tawihidi  Building, 2, Mankhool Road, Near Ramda Hotel, Bur-Dubai, P. O. Box 12850. Dubai, U. A. E.
Financial Consultant.
Indian
Surendra Joshi
P.O. Box 696, Muttrah, Post Code No. 114, Sultanate of Oman.
Tax Consultant.
Indian
 
 
Name of Directors of
Reporting Persons
Principal Address
Principal Occupation
Citizenship
Rajendra Purshotam Ashar
P.O. Box 526, Muttrah, Post Code No. 131, Ai Hamriya, Sultanate of Oman.
Businessman.
Indian

 
Name of Executive Officers of
Reporting Persons
Principal Address
Principal
Occupation3
Citizenship
Ms.Hellen De Kloet
Sun Pharma Global Inc. P.O Box 12850, Dubai, U.A.E.
President, Europe.
Netherlands
Dr. Juliette Omtzigt
Sun Pharma Global Inc. P.O Box 12850, Dubai, U.A.E.
General Manager -Regulatory Affairs, Europe.
Netherlands
Marc Hourigan
Sun Pharma Global Inc. P.O Box 12850, Dubai, U.A.E.
Vice President – Business Development (Hospital Products).
United Kingdom
 
Name of Directors of
Reporting Persons
Principal Address
Principal Occupation
Citizenship
Harin Mehta
Flat no. 3,1, Elmunkas street, Tiszavasvari, Hungary – 4440.
Managing Director, Sun Pharma Global Inc. (BVI).
Indian
Jayesh Shah
Caraco Pharmaceutical Laboratories Limited,1150 Elijah McCoy Drive, Detroit, MI 48202, USA.
Director-Commercial, Caraco Pharmaceutical Laboratories Limited.
Indian
Katalin Szilágyi
4440 Tiszavasvári,
Kelp Ilona u. 3., Hungary
Director
Quality Assurance & Quality Control,
Alkaloida Chemical Company Exclusive Group Ltd.
Hungarian
Sudhir V. Valia
Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059, India.
Professional Company Directorships.
Indian
 
 
3           The Principal Occupation of each person is employment by Sun Pharma Global Inc.
 
 
Name of Executive Officers of
Reporting Persons
Principal Address4
Principal
Occupation5
Citizenship
Gyula Sotkó
Alkaloida Chemical Company Exclusive Group Ltd.
Purchasing & Logistics Manager. 
Hungarian
Katalin Szilágyi
Alkaloida Chemical Company Exclusive Group Ltd.
Director, Quality Assurance & Quality Control. 
Hungarian
Dr. József Simon
Alkaloida Chemical Company Exclusive Group Ltd.
Chief Legal Advisor. 
Hungarian
Zoltán Nagy
Alkaloida Chemical Company Exclusive Group Ltd.
Human Resources Manager. 
Hungarian
Tibor Horváth
4026 Debrecen, Hatvan u. 1/C.III/3. The Republic of Hungary.
Poppy System Manager. 
Hungarian
Zoltán László
Alkaloida Chemical Company Exclusive Group Ltd.
Technical Supply Manager. 
Hungarian
Ferenc Vicsai
Alkaloida Chemical Company Exclusive Group Ltd.
Controlling Manager. 
Hungarian
János Weninger
1213 Budapest, Szárcsa u. 6. The Republic of Hungary.
Export Manager. 
Hungarian
Tamás Udvari
1092 Budapest, Ráday u. 16. I/22. The Republic of Hungary.
Finance Manager. 
Hungarian
 
4           Unless otherwise indicated, the Principal Address of each person is the Principal Office of Alkaloida Chemical Company Exclusive Group Ltd., Kabay János u. 29, H-4440 Tiszavasari, The Republic of Hungary.

5           The Principal Occupation of each person is employment by Alkaloida Chemical Company Exclusive Group Ltd.
 

EXHIBIT INDEX
 
Exhibit No.
Description
99.14
Joint Filing Agreement, dated as of July 2, 2007, incorporated by reference to the Original Schedule 13D