The Board of Directors ('Board') of your Company is pleased to present the 72nd Annual Report along with the Audited financial statements for the financial year 2023-24 ('FY 2023-24').
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
FINANCIAL RESULTS AND OPERATIONS OF THE COMPANY
During the year under review, the Company on a standalone basis registered total income of Rs. 31,524.46 Lakhs (Previous Financial year Rs. 33,737.66 Lakhs) and loss of Rs. 1,874.33 Lakhs as against loss of Rs. 5,700.32 Lakhs in financial year 2022-23 (FY2022-23), based on the performance of the Company.
In view of above, no amount was transferred to reserves for the year under review.
On a Consolidated basis, the Company in FY 2023-24 recorded total income of Rs. 34,747.02 Lakhs (Previous Year Rs. 35,853.68 Lakhs) and loss of Rs. 2,400.87 Lakhs as against loss of Rs. 5,313.17 Lakhs in the corresponding FY 2022-23.
DIVIDEND
The Board of Directors has recommended a final equity dividend of Rs. 1.25 (25%) per equity share for FY 2023-24 (Previous year Rs. 1.25 i.e., 25% per equity share) for members' approval. The final equity dividend, if approved by the members at the 72nd Annual General Meeting ('AGM'), will result in a cash outflow of Rs. 36,788,733.75. The said dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is available on the website of the Company at https://fermentabiotech.com/policies.php.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company for FY 202324 ('CFS') include financials of its subsidiaries ('Subsidiaries') i.e. Fermenta Biotech (UK) Limited (United Kingdom), Fermenta Biotech GmbH (Germany), Fermenta USA LLC (USA) and Fermenta Biotech USA LLC (USA). The CFS of the Company and its Subsidiaries are prepared in accordance with the relevant Indian Accounting Standards (Ind AS) notified under the Company (Indian Accounting Standards) Rules, 2015 and other applicable provisions. The Company has investment in an associate company i.e. Health and Wellness India Private Limited (refer note 9A of the consolidated financial statements) and the said associate company is under liquidation. CFS together with Auditors' Report thereon forms part of this Annual Report.
SCHEME OF AMALGAMATION AND SHARE CAPITAL:
As intimated earlier, the National Company Law Tribunal, Mumbai Bench ('NCLT') vide its order dated May 08, 2023, approved the Composite Scheme of Amalgamation and Arrangement amongst DVK Investments Private Limited ('Transferor Company 1') and Aegean Properties Limited ('Transferor Company 2') and Fermenta Biotech Limited ('Transferee Company' or 'Company') and their respective Shareholders ('Scheme'). Pursuant to the Scheme and alongwith the extinguishment of Paid-up Share Capital (150,75,318 equity shares) of Transferor Company 1, (i) the Company issued and allotted 150,75,318 equity shares of face value of H5/- each, fully paid-up, to the members of the Transferor Company 1; (ii) the Authorised Share Capital of the Company increased to H31,83,00,000 (divided into 6,35,00,000 equity shares of H5/- each and 1,60,000 unclassified shares of H5/- each), effective May 24, 2023. The Paid-up share capital of the Company remains unchanged.
SUBSIDIARY COMPANIES
The individual financial statements of the Company's Subsidiaries are not attached to the financial statements of the Company for FY 2023-24. The financial information of the Company's Subsidiaries provided in this Section, shall be read with the information provided under the heading 'Consolidated Financial Statements' in this report. In accordance with the provisions of Sub-Section (3) of Section 129 of the Companies Act, 2013 ('Act'), read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014 (as amended from time to time), a separate statement containing salient features of the financial statements of Company's Subsidiaries/Associate in Form AOC-1 is attached to this report as Annexure I and forms part of this Board's report. The audited accounts of the Company's Subsidiaries and standalone and consolidated financial statements of the Company are available at the Company's website at https://fermentabiotech. com/annual-report.php. Members may write to the Company on info@fermentabiotech.com for a copy of separate financial statements of Company's subsidiary(ies).
The name of the Company's subsidiary G I Biotech Private Limited (CIN U24230MH2004PTC148220) was struck off from the register of Companies by the Registrar of Companies, Mumbai, the Ministry of Corporate Affairs ('MCA') pursuant to the strike-off application dated February 14, 2023.
Further, pursuant to the aforesaid Scheme coming into force w.e.f. May 24, 2023, the Company's Holding company, DVK Investments Private Limited and the Company's subsidiary, Aegean Properties Limited ceased to exist.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
During FY 2023-24, the Company engaged in pharmaceuticals, manufacturing and marketing Active Pharmaceutical Ingredients ('APIs'), biotechnology and environmental solutions and renting of properties. MD&A covering details of the business of the Company is provided in Corporate Overview section and forms part of this report.
INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT
Your Company has developed and implemented risk management policy in order to identify, analyse and address potent risks in a systematic manner. It also maintains adequate internal control systems, commensurate to its size and nature of operations. Periodical reporting(s), compliance with applicable laws and Company's procedures are duly complied with.
Defined processes and checks including risk control matrix in relation to internal financial control are in place. Company's internal team reviews various risk audit control matrices including for capex, logistics, human resource and payroll, treasury, financial statements closure policy, inventory production, order to cash, taxation, procure to pay, on regular intervals.
The Company's internal control systems are routinely reviewed and certified by Statutory Auditors and Internal Auditors. During FY 2023-24, the Company's Internal Auditors, M. M. Nissim & Co., Chartered Accountants (ICAI Firm Registration No: 107122W/ W100672), conducted and reported the effectiveness and efficiency of internal control system including adherence to procedures as per the policies of the Company and regulatory requirements as well.
The Company has an experienced and qualified finance department which plays an important role in implementing and monitoring the internal control procedures and compliance with statutory requirements. The Audit Committee and the Board of Directors review the report(s) of the independent Internal Auditors at regular intervals along with the adequacy, effectiveness and observations of the Internal Auditors regarding internal control system and recommends improvements and remedial measures, wherever necessary. The Company has implemented the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').
HUMAN RESOURCES
The information required under sub-rule (1) of rule 5 and sub-rule (2) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Sub-Section (12) of Section 197 of the Act in respect of employee remuneration and other details forms part of this report and provided as Annexure II. Other applicable information for the above provisions will be made available to the members upon their request.
The Company had a headcount of 558 employees as on the end of FY 2023-24. The Company maintained cordial relations with its employees at all locations.
Employee Stock Options
During FY 2023-24, the Company has not granted any options under 'Fermenta Biotech Limited- Employee Stock Option Plan 2019' ('ESOP 2019').
Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided as at Company's website at https://fermentabiotech.com/ investor_relations.php
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder ('POSH') as amended from time to time, the Company has formulated a code on 'Redressal of Grievances Regarding Sexual Harassment' for redressal of grievances and to protect women against any harassment. The Internal Committee has been duly constituted in all locations of the Company in terms of the POSH Act and rules. The Company is committed to providing a safe and conducive work environment to all its employees and associates.
Details of complaints during the year under review.
INFORMATION TECHNOLOGY ('IT')
The Company uses industry leading IT infrastructure and software application to ensure that the information flow is seamless and it helps business to take timely decisions and actions. In FY 202324, the Company has upgraded its ERP to most suitable higher version. This allows to make use of the latest functionalities of ERP. The upgrade project went on flawlessly without any unplanned disruptions to the business activities. The Company's IT team plays a crucial role to support functioning of various departments and facilities of the Company and has also contributed in successful completion of various regulatory audits. IT also ensures business continuity through data security. In this respect, the data back-up and safety procedures are in place. Employees are key for ensuring of information security and hence their awareness is initiated during onboarding induction training itself.
DEPOSITS
In FY 2023-24, your Company has not accepted any deposits under Section 73 of the Act including rules framed thereunder. There is no deposit with the Company which is not in compliance with the requirements of Chapter V of the Act. No principal or interest on deposit has remained unpaid or unclaimed as on March 31,2024.
CREDIT RATING
During FY 2023-24, there was a revision in Company credit rating issued by CARE Ratings Limited. As on March 31, 2024, the credit rating was as mentioned below.
I. Long-term Bank Facilities: CARE BBB; Outlook: Negative (Triple B; Outlook: Negative) [Revised from CARE BBB+; Outlook: Negative (Triple B Plus; Outlook: Negative)]
II. Short-term Banking Facilities: CARE A3 (A Three) [Revised from CARE A3+ (A Three Plus)]
DIRECTORS
Independent Directors:
Independent Directors have made relevant declarations to the Company including confirmation(s) that the conditions of independence laid down in Sub-Section (6) of Section 149 of the Act and Regulation 25 of the Listing Regulations are duly complied. In the opinion of the Board, the Independent Directors of the Company possess necessary integrity, proficiency, expertise and experience.
Directors, and Key Managerial Personnel ('KMP'):
The members of the Company appointed Mr. Pradeep M. Chandan (DIN: 00200067) as an Independent Director w.e.f. February 12, 2024.
Mr. Sanjay Buch (DIN: 00391436) retired as an Independent Director w.e.f. April 1,2024, pursuant to completion of his second term as an Independent Director in accordance with the provisions of the Act, and consequently, he also ceased to be the Chairman w.e.f. April 1, 2024. The Board of Directors appointed Mr. Pradeep M. Chandan as the Chairman w.e.f. April 01,2024.
Mr. Vinayak Hajare (DIN: 00004635) and Dr. Gopakumar Nair (DIN: 00092637) also retired as Independent Directors w.e.f. April 1,2024 and w.e.f. May 17, 2024 respectively, pursuant to completion of their second term as Independent Director in accordance with the provisions of the Act.
Your Directors wish to place on records their appreciation to Mr. Buch, Mr. Hajare and Dr. Nair for the valuable contribution and guidance made during their tenure as Independent Directors of the Company.
The Board has recommended for members' approval by way of postal ballot the reappointment of Mr. Krishna Datla (DIN: 00003247) as a Whole-time Director of the Company, designated as Executive Vice-Chairman, for a period of 3 (three) years w.e.f. May 9, 2024 and of Mr. Prashant Nagre (DIN: 09165447) as Managing Director of the Company for a period of 3 (three) years w.e.f. May 9, 2024, as per the postal ballot notice dated May 6, 2024.
In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Satish Varma (DIN: 00003255) is retiring by rotation at the 72nd AGM, and being eligible, has offered himself for reappointment. In accordance with the requirements of regulation 17(1A) of Listing Regulations, the members' approval is sought for in the ensuing AGM for continuation of Ms. Rajeshwari Datla (DIN: 00046864) as a Non-Executive Director on the Board of Directors of the Company after attaining Seventy Five (75) years of her age on April 1, 2025. Brief profile of Ms. Rajeshwari Datla and Mr. Satish Varma is provided alongwith the notes to the AGM notice which forms part of this Annual Report.
The Board appointed Mr. Varadvinayak Khambete as the Compliance Officer of the Company pursuant to Regulation 6 of Listing Regulations, Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 and other applicable statutory provisions, with effect from February 12, 2024 in place of Mr. Srikant Sharma. Mr. Srikant Sharma continues to be the Company Secretary (Key Managerial Personnel) of the Company as per Section 203 and other related provisions of the Companies Act, 2013 and provisions of Listing Regulations.
Except as mentioned above, no Director or KMP has resigned or is appointed during FY 2023-24.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Details of the annual performance evaluation are provided in the Corporate Governance Report, attached as Annexure III to this report.
AUDITORS
The Company appointed S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E/E300003) as the Statutory Auditors of the Company ('SRBC') at its 70th AGM held on August 12, 2022 for a term of five consecutive years from the conclusion of 70th AGM till the conclusion of 75th AGM of the Company to be held in the year 2027.
SRBC has issued Auditors' Reports with unmodified opinion on the Audited Financial Statements (Standalone and Consolidated) for FY 2023-24. Auditors have not reported any offence or incident pertaining to Sub-Section (12) of Section 143 of the Act.
SECRETARIAL AUDIT REPORTS AND COMPLIANCE CERTIFICATE
During FY 2023-24, Mr. Pradeep Purwar from Purwar & Purwar Associates LLP resigned as Secretarial Auditor of the Company for the financial year 2023-24. In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of Listing Regulations, Mr. Vinayak Deodhar (FCS No. 1880, COP No. 898) from V. N. Deodhar & Co., Company Secretaries ('Secretarial Auditor'), was appointed to conduct the Secretarial Audit of the Company for FY 2023-24.
The Secretarial Auditor has submitted: (a) an unqualified Secretarial Audit report (annexed to this report as Annexure V); and (b) a certificate confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the Company by any statutory authority (annexed to this report as Annexure VI); and the said annexures form part of this report.
The Secretarial Auditor has issued Secretarial Compliance Report under regulation 24A of Listing Regulations for FY 2023-24 which has been filed with the BSE Limited within the statutory time period.
COST AUDITORS
Pursuant to the provisions of Sub-Section (1) of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), the Company is required to maintain the cost records, and conduct the cost audit in respect of applicable products manufactured by the Company for the year under review.
Joshi Apte & Associates, Cost Accountants (Firm Registration Number-00240) ('Cost Auditors') issued an unqualified cost audit report for the FY 2022-23 and the same was filed with MCA within the due date.
The Cost Auditor will issue the Cost Audit Report for FY 2023-24 and the same will be reviewed and considered by the Board and then filed with MCA within the stipulated timeline.
On the recommendation of the Audit Committee, the Board of Directors appointed Joshi Apte & Associates, Cost Accountants (Firm Registration Number-00240), as the Cost Auditor of the Company for the financial year ending on March 31, 2025, to conduct the cost audit in respect of applicable products manufactured by the Company.
Pursuant to the provisions of Sub-Section (3) of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), members' consent is sought for payment of remuneration to the Cost Auditor for FY 2024-25, as mentioned in item no. 5 to the Notice of 72nd AGM of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Sub-Section (5) of Section 134 of the Act, with respect to Directors' Responsibility Statement for the year under review, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(b) the directors had 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 at the end of the financial year and of the profit and loss of the Company for that period.
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) the directors had prepared the annual accounts on a going concern basis.
(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL RETURN
Pursuant to Sub-Section (3) of Section 92 read with clause (a) of Sub-Section (3) of Section 134 of the Act, a copy of Annual Return as on March 31,2024, is available on the Company's website at https:// www.fermentabiotech.com/annual-returns.php
CODE OF CONDUCT
In accordance with provisions of Listing Regulations, the Company has formulated a Code of Conduct applicable to the Board Members and the Senior Management Personnel. The said Code of Conduct has been uploaded on the website of the Company at: https:// fermentabiotech.com/policies.php All the members of the Board of Directors and the Senior Management Personnel has affirmed annual compliance with the Code of Conduct, as on March 31,2024.
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company, inter-alia, adopted a Code of Conduct to regulate, monitor and report trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, as amended from time to time. Codes adopted by the Company pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, are displayed on the Company's website at https://fermentabiotech. com/policies.php Mr. Varadvinayak Khambete is the Compliance Officer for the said Code of Conduct.
NOMINATION AND REMUNERATION POLICY
In accordance with Sub-Section (4) of Section 178 of the Act, the Nomination and Remuneration Policy ('Remuneration Policy') of the Company, is available on Company's website at https:// fermentabiotech.com/policies.php. The salient features of the Nomination and Remuneration Policy, inter alia, are: (a) Objectives, (b) Matters to be recommended by the Committee to the Board, (c) Criteria for appointment of Director / KMP / Senior management,
(d) Additional Criteria for Appointment of Independent Directors,
(e) Appointment and Remuneration of Directors, (f) Policy on Board Diversity, (g) Appointment, removal, and Remuneration of KMP / Senior management and other employees of the Company,
(h) Criteria for Evaluation of Independent Director and the Board,
(i) Succession planning for appointment to the Board of Directors and Senior Management, (j) Directors' and Officers' (D & O) Liability Insurance.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of any loans or guarantees provided or investments made by the Company covered under the provisions of Section 186 of the Act and Rules made thereunder during FY 2023-24 are as provided in the financial statements.
RELATED PARTY TRANSACTIONS
The Company has Related Party transactions Policy ('RPT Policy') in place. All related party transactions ('RPTs') entered during FY 202324 were on an arm's length basis and in the ordinary course of business. All RPTs and subsequent material modifications thereto are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPTs which were repetitive in nature.
During FY 2023-24, the Company has not entered into any material related party transaction as per the provisions of the Act and RPT Policy. In view of this, disclosure in form AOC-2 is not applicable. The brief particulars of the Company's Policy on dealing with RPTs are covered in Corporate Governance report. The RPT policy is available on Company's website at https://fermentabiotech.com/policies. php
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per clause (m) of Sub-Section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 (as amended from time to time) forms part of this report and is given in Annexure VII to this report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to Regulation 34 read with Schedule V of Listing Regulations and the Corporate Governance Compliance Certificate issued by Mr. Vinayak Deodhar
(FCS No. 1880, COP No. 898) from V. N. Deodhar & Co., Company Secretaries, for the FY 2023-24 are provided as Annexure III and Annexure IV respectively and form part of this report. Mandatory details including number of Board meetings, board diversity and expertise, composition of the Audit Committee and establishment of Vigil Mechanism as required under the Act are provided in the Corporate Governance Report. All mandatory recommendations made by the committee(s) were accepted by the Board of Directors.
CORPORATE SOCIAL RESPONSIBILITY ('CSR')
Based on CSR committee's recommendations and as per the CSR Policy of the Company, the Board approved the CSR activities vis-a-vis Annual Action Plan, amount to be spent on CSR activities, implementation and monitoring of the same for the FY 2023-24. Annual report on CSR activities of the Company for FY 2023-24 including composition of the CSR Committee is provided in Annexure VIII to this report and forms part of this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ('BRSR')
BRSR under Regulation 34 of Listing Regulations is provided in Annexure IX to this report and forms part of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During FY 2023-24, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.
OTHER DISCLOSURES:
During FY 2023-24:
I. There has been no change in the nature of business of the Company, as on the date of this Report;
II. No application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016;
III. Valuation related details for FY 2023-24 in respect of one-time settlement of loan from the Banks or Financial Institutions were not applicable;
IV. No shares with differential voting rights and sweat equity shares have been issued; and
V. There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
SECRETARIAL STANDARDS
During FY 2023-24, the Company has complied with the provisions of applicable Secretarial Standards issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government.
DETAILS OF SHARES IN DEMATERIALISATION (DEMAT) SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
Pursuant to Regulation 34 read with Schedule V of Listing Regulations, the details of the shares in the Dematerialization Suspense Account/ Unclaimed Suspense Account for FY 2023-24 are as follows:
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The details and other information regarding unclaimed equity dividend that has been transferred to IEPF (upto FY 2015-16) are provided in the Notes Section to the Notice of 72nd AGM.
ACKNOWLEDGEMENTS
The Board of Directors would like to express its appreciation to the employees of the Company at all levels, members, bankers, financial institutions, regulatory bodies and other business associates for their support during the year under review.
CAUTIONARY STATEMENT
Statements in this report including Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations, or predictions and/or in this report may be 'forward-looking statements' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.