The Shareholders of
Dishman Carbogen Amcis Limited
Your Directors have pleasure in presenting their Report along with the Audited Accounts(Standalone as well as Consolidated) of your Company for the year ended March 31 2021.
|Particulars || |
| ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020* |
|Revenue from Operations ||208.01 ||580.74 ||1912.03 ||2043.60 |
|Earning Before Interest Tax Depreciation and ||(57.46) ||173.58 ||274.35 ||497.56 |
|Amortisation (EBITDA) || || || || |
|Other Income ||66.15 ||69.55 ||38.45 ||44.46 |
|Depreciation & Amortisation (other than Goodwill) ||54.76 ||52.19 ||219.49 ||194.41 |
|Amortisation of Goodwill ||88.45 ||88.46 ||88.45 ||88.46 |
|(Loss) / Profit Before Interest and Tax ||(134.52) ||102.48 ||4.86 ||259.15 |
|Finance Costs ||34.17 ||47.02 ||47.61 ||61.95 |
|(Loss) / Profit Before Tax and exceptional items ||(168.69) ||55.46 ||(42.75) ||197.20 |
|Exceptional Items ||- ||- ||22.28 ||- |
|(Loss) / Profit Before Tax ||(168.69) ||55.46 ||(65.03) ||197.20 |
|Tax Expense ||64.12 ||16.94 ||100.10 ||38.69 |
|(Loss) / Profit After Tax ||(232.81) ||38.52 ||(165.13) ||158.51 |
* Pl. refer "Impact of Adjustment in FY 2019-20"
PERFORMANCE AND OPERATION REVIEW Standalone Financial Results
In FY 2020-21 your Company achieved revenue of
208.01 crores as compared to 580.74 crores in FY 2019-20. Loss before tax stood at(168.69) crores in FY 2020-21 as against Profit before tax 55.46 crores in FY 2019-20.Loss after tax for the year remain at (232.81) crores in FY 2020-21 as compared to Profitafter tax of
38.52 crores in FY 2019-20.
Earnings per share for the FY 2020-21 remains at (14.85) per share as against 2.46 pershare in FY2019-20.
Financial performance of your company was mainly impacted adversely due to EuropeanDirectorate for the Quality of Medicines & Health Care (EDQM) observations that werepointed out at the conclusion of the audit conducted at Company's Bavla site by theSwissMedic and EDQM in February 2020. Certain Certificate of Suitability (CEPs) belongingto your Company were suspended due to said observations. A further details on currentstatus of EDQM Audit observations is given under the head "EDQM Audit Update".
Consolidated Financial Results
In FY 2020-21 your Company achieved revenue of 1912.03 crores as compared to 2043.60crores in FY
2019-20. Loss before tax stood at (65.03) crores in FY 2020-21 as against Profit beforetax of 197.20 crores in FY 2019-20. Loss for the year remains at (165.13) crores in FY2020-21 as compared to Profit of 158.51 crores in FY 2019-20.
Earnings per share for the FY 2020-21 remains at (10.53) per share as against 10.10 pershare in FY 2019-20. Cash Earning per share for the current year works out to 17.72 asagainst 25.02 in the previous year.
Impact of Adjustment in FY 2019-20
During the quarter ending September 30 2020 one of the company's subsidiariesCARBOGEN AMCIS AG identified two projects pertaining to Q4 FY 2019-20 where the Cost ofGoods sold were now appropriately allocated to these projects in the relevant period. Dueto this adjustment for Q4 and full year FY 2019-20 the Cost of Goods sold on aconsolidated basis increased by INR 24.88 crores and Deferred Tax Asset increased by INR3.09 crores. Correspondingly the retained earnings reduced by INR 21.79 crores at thesubsidiary level and on a consolidated basis as on March 31 2020.
A detail analysis of the performance of the company its subsidiaries and financialresults is given in the Management Discussion and Analysis Report which forms part ofthis report.
IMPACT OF COVID 19
During the year under review the company initiated implementation of set of measuresaimed at limiting any risk related to COVID-19 to Company's employees customers andassociates. This impacted the deployment of optimal workforce at the manufacturing plants.Moreover in India the company faced logistics issues on the import of raw materials andexport of finished goods. Due to these factors the production and revenue at thecompany's sites in India were impacted to certain extent. The Company continues to monitorthe impact of Covid-19 on recoverability of receivables/advances assessment of impairmentof goodwill and intangibles investments and inventory.
EDQM AUDIT UPDATE
The observations that were pointed out at the conclusion of the audit conducted atCompany's Bavla site by the SwissMedic and European Directorate for the Quality ofMedicines & HealthCare (EDQM) in February 2020 are being addressed to by your companyin the best manner possible in order to ensure that such surprises are avoided in thefuture.
Though the financial performance of your company was impacted adversely due to theseobservations it is expected to normalize during upcoming quarters due to resumption ofbusiness operations in Bavla site. Moreover the company has appointed world renownedconsultants to supplement the team in India in order to rectify the deficiencieshighlighted during EDQM audit. The company had submitted the Corrective Action Plan to theEDQM authority on August 21 2020 and started its implementation. On October 16 2020 thecompany received the Final Audit Closure Report from EDQM wherein the company's approachto remediate the deficiencies were considered as being appropriate.
The Company has been steadily ramping up manufacturing activities at the Bavla site inorder to meet the customer requirements. Two of the largest Global Pharmaceuticalcompanies have successfully audited the company's Bavla site during the year. Theimplementation of the Corrective Action Plan submitted to the EDQM is also underway and ontrack wherein the company should be able to successfully address the audit observations.
The results of the Company do not permit payment of any dividend. Hence your Directorsdo not recommend the payment of any dividend for the financial year ended March 31 2021.
TRANSFER TO RESERVES
Your Company has not transferred any amount to the general reserves.
The Company has neither accepted nor invited any deposit from public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.
The company had a great year in terms of number of molecules moving into Phase IIIvalidation and those moving from Phase III development to commercial manufacturing. Thecompany is expanding its operations in Switzerland in order to increase its capacity fortaking additional projects for development as well as for small scale commercialmanufacturing. The company is also forward integrating its business by setting upformulation manufacturing facility in France which will ensure that we truly become aone-stop shop for our customers. The company's Shanghai operations turned profitable forthe first time ever due to increase in the number of projects serviced from that plant forthe projects won by CARBOGEN AMCIS AG. The Netherlands plant has been operating at decentcapacity utilization.
Though the company had faced operational challenges in its Bavla plant in India due toEDQM observations received in March 2020 the company took it positively to realign itsmanagement structure and undertook massive restructuring exercise to excel the operationalactivities in Bavla facility for its global customers. The company had been successful inundertaking risk assessments of the customers' products to their satisfaction and alsosuccessfully pass audits undertaken by certain global pharmaceutical customers at itsBavla operations. This helped the company to gradually restart manufacturing of theproducts in the CRAMS segment and hence increase the production quarter over quarterthroughout the year at this manufacturing site. The company expects the Bavla plant toreturn to its normal operations for the CRAMS products during the course of the currentfinancial year. The products for which the Certificate of Suitability (CEPs) have beensuspended would be restarted once the audit clearance from the EDQM is received. Thecompany expects the implementation of the Corrective Action Plan to be completed duringthe current financial year after which the EDQM authority would be invited to conduct are-audit of the plant. Your company has achieved an important milestone by receivingapproval from the World Health Organization for its Bavla site in January 2021.
Your company's management major focus is on improving the performance of the CRAMSsegment by adding more niche molecules for development which would improve the chances ofthose molecules moving to Phase III development and eventually commercial manufacturing.There has been a tremendous flow of molecules in Phase III validation during the course ofthe last financial year in addition to many molecules moving into commercial phase. Thisaugurs very well for the future growth of the company at a global level and helps yourcompany achieve the objective of better utilizing its capacity across the globe. Yourcompany's strategy of moving more large scale manufacturing of APIs or intermediates toIndia and China would help your company improve revenues and profitability significantlyover the next 3-5 years.
Your company is expandingheavilyitsCRAMS capabilities and capacities in Switzerland andFrance which will make sure that you are able to position yourself as a company that is aunique company one of its kind in the global pharmaceutical space catering to the entireneeds of the global pharmaceutical companies for their outsourcing services. Yourcompany's focus would remain on developing and manufacturing APIs for niche molecules andalso forward integrate this business into manufacturing commercial scale formulatedproducts for your customers.
Vitamin D Analogues and Cholesterol
Your company's focus on manufacturing cholesterol and Vitamin D analogues such ascalcifediol and calcitriol among others has yielded very good results for the wholegroup. Your company has partnered with the Boston University to undertake clinical trialson patients who are suffering from obesity and have gone through gastric bypass byadministering calcifediol instead of the vitamin D3 and determining its efficacy.Similarly your company has been undertaking clinical trials by administering calcifediolto patients who have contracted certain viruses and suffering from certain ailments. Thepreliminary sets of results have been very encouraging and should help the company furtherits objective of finding cure for unaddressed diseases.
Your company plans to utilize its softgel capsules facility located in Bavla India byformulating the analogues into finished dosage form and then strategize to market thefinal product either in own brand name and/or partnering with another pharmaceuticalcompany.
Generic API and Disinfectant Business
Your company had supplied disinfectants totalling 300 tonnes to the entire world tofight against the COVID pandemic. Also there was a massive distribution of thedisinfectants to employees workers policemen social servants etc. throughout thecourse of the year.
Your company has taken a critical review of all the products under the generic APIquats intermediates and Phase Transfer Catalyst products which are lower margin yieldingproducts and as a strategy may decide to discontinue some of these products in the futureas the major focus of your company is to improve the profitability margins over the next3-5 years.
Capital Expenditure Plan at the Company's subsidiaries located at Switzerland andFrance
Company has initiated Capital Expenditure Plans at the Company's subsidiaries inSwitzerland and France. The Company's subsidiaries will be investing in two majorexpansion projects that will increase manufacturing capacity to better meet the demands ofthe current market and its customers. The new facilities will be located in Switzerlandand France and will be completed in a phased manner over the next four years totalinginvestments in excess of CHF 100 million. This Capital Expenditure will be funded by wayof debt and cash accruals at the Company's Subsidiaries.
Performance of Major Subsidiary Associates
The major subsidiary companies have performed quite well during the year under review.CARBOGEN AMCIS AG. Switzerland has performed quite satisfactorily as it reported ahealthy revenue of 1240.92 crores and operating profit of 210.57 Crores.
CARBOGEN AMCIS BV. perform well during the year reported revenue of 275.39 crores andoperating profit of 77.99 crores. CARBOGEN AMCIS Ltd. (UK) reported a revenue of around109.39 Crores and operating profit of 11.99 Crores. CARBOGEN AMCIS SAS (RIOM) reportedrevenue of 40.96 crores and operating loss of 3.54 crores. CARBOGEN AMCIS (Shanghai) Co.Ltd. has reported revenue of 94.28 crores and operating profit of 19.54 crores. Othersubsidiaries have performed reasonably well during the year under review.
The other marketing subsidiaries viz. Dishman USA Inc. reported revenue of 85.94 croresand operating profit of 6.26 Crores. Dishman CARBOGEN AMCIS (Europe) Ltd reported revenueof 114.80 crores and operating loss of 5.86 Crores during the year under review.
SEARCH CONDUCTED BY THE INCOME TAX DEPARTMENT
On 19th December 2019 the Income Tax Department conducted a search at theCompany's premises. As part of the process the Company received notice under the IncomeTax Act for filing the Income Tax Returns for past years to which necessary compliance hasbeen made.
BUY BACK OF SHARES
As the members are aware that the Board of Directors at its meeting held on 16thJanuary 2020 had approved the buy-back by the Company of its equity shares from the openmarket through stock exchange mechanism as prescribed under Buy-back regulations at themaximum price of 150.00 per share for an aggregate maximum amount of 72.00 Crore.
The Buy-back was commenced on Monday January 27 2020 and closed on Friday July 242020 (both days inclusive). Till the date of closure of the Buy-back the Company hasbought back total 4611177 Equity Shares of 2/- each for an aggregate consideration of346687214/- (Rupees Thirty Four Crores Sixty Six Lakh Eighty Seven Thousand Two Hundredand Fourteen Only) excluding Transaction Costs. Hence the paid-up share capital of theCompany as on 31st March 2021 is reduced to 313566190/- divided into156783095 equity shares of 2/- each. All the Equity Shares bought back under theBuy-back are extinguished in accordance with the provisions of the Buy-back Regulations.
RESEARCH AND DEVELOPMENT
The year has seen some exciting developments within Company's R & D Organisation.Company is now organised along therapeutic areas with dedicated teams focusing on highlypotent projects contrast agents vitamin D technology and other niche therapies alongsideour traditional therapeutic areas. We are confident that this strategy will allow our R& D teams to be even more effective in bringing new medicines to both our customersand thus to patients of need around the world.
Company's focus remains solving complex technical challenges in chemical developmentand preparing complex processes for routine manufacture and have seen some great successin supporting its clients as well as working across our global platform to innovate andbring new products to patients. A tangible demonstration of this has been our vitamin Danalogues where a global team made up of colleagues from India and Europe have been ableto supply a highly challenging API process that actually benefitted patients in a recentclinical trial.
Company's global R & D pipeline remains at the highest level and it believe thatglobally this remains its key driver for future success. Company's global R & D teamscontinually demonstrate their skill and passion for making the complex and challengingtasks that lie before them transition to real products that are benefiting patients today.
Company's sole focus is to treat disease in all therapeutic areas and do this using thevehicles of science technology and a passion for solving problems. At the core ofCompany's capabilities are its world class global R & D teams who strive to solvecomplex technical challenges for its clients and then ensure that through to manufactureof API's complex starting materials and intermediates that the products company delivermeet the industries stringent standards and advance its customers new therapies towardsmarket launch.
CRAMS pipeline continues to be healthy across the Dishman platform both in terms ofnumber of projects but also importantly in diversity of client base.
Company's product R & D teams also have a pivotal role to play in the growth of ourbusiness by developing new Quartenary Compounds Phase Transfer Catalysts Disinfectantsand Vitamin D analogues to keep Dishman at the forefront of innovation in these markets.
New chemical entities are becoming more and more complex and as such it is vital thatcompany continue to innovate and evolve its services and capabilities in areas such ashighly potent API to continue the war against cancer and Company's Antibody DrugConjugates (ADC) capability has now started to bear fruit. Areas such as chromatographyhigh pressure low temperature irradiation and containment technology will continue tokeep us at the forefront in the CRAMS sector globally.
Looking ahead to the coming year company's focus in CRAMS R & D will be to betterleverage the skills that exist across the Company's global R & D platform in IndiaSwitzerland Holland China and Manchester in a more Co-ordinated way to further supportcompany's customers changing and diverse needs.
In company's product R & D groups have an exciting and challenging target list ofnew and improved products that company will begin to develop to both ensure sustainabilityof its product business and to introduce new products to the market especially in responseto the ongoing challenges of disinfecting surfaces and spaces under the dark shadow of theglobal pandemic our world is gripped with.
QUALITY HEALTH SAFETY & ENVIRONMENT _QHSE_
Dishman is responding to COVID 19 outbreak consist with its belief that thepharmaceutical industry has a humanitarian responsibility to serve the patient who are inneed. Your Company remain committed to the health & safety of its employees and theirfamilies as well as business continuity to safety guard the interests of company'spatient partners customers and other stockholders. COVID measures includes thermal &SPO2 screening at entrance ensure social distancing at workplace & duringtransportation encourage hand sanitization at strategic locations periodic sanitizationat workplaces & offices training & counselling to company's employees procuredOxygen concentrators for employees & their families in need. Company has alsoinitiated vaccinated drive for its employees their family members and surroundingpeoples.
Your Company is committed to ensuring that those working with the Company are safe atwork and that everyone takes responsibility for achieving this. We include EHS and climatechange-related considerations in our business decisions and strive to minimize theenvironmental impact of our operations on the environment. Measuring appraising andreporting on environmental health and safety performance is an important part ofcontinuous improvement in our EHS performance. Dishman's Environment Health and Safety(EHS) organization conducts strategic planning to establish long-term EHS goals assessresources required to achieve specific goals and ensure critical business alignment.
Dishman evaluate customer feedback and satisfaction by internal and externalcommunication in proposing and establishing its long-term relations and to achieve goalsin manufacturing operations. Dishman's products and processes are developed in accordancewith strictly defined local and international rules to ensure safety and Health of workersas well as the environment. This is achieved by conducting the Risk Assessment ProcessHazard Assessment Identification of significant environmental aspects Safety Auditscustomer audits HAZOP study and Environment audits. Safety & Environment ManagementProgram are being taken to reduce the Significant Risk & Environment Aspects.
The Company's QHSE policy is being implemented among others through (i) Maintainingthe "Zero Discharge" of waste water by series of treatment; (ii) Strippersystem Multiple effect evaporator and ATFD for concentrated effluent stream; (iii)Biological Effluent Treatment System Tertiary treatment Two Stage R.O. System andMultiple Effect Evaporator for Dilute Stream Effluent; (iv) Practicing On-site emergencyplan by conducting mock-drills; (v) Replacement of hazardous process / chemical tonon-hazardous process for converting to low hazards; (vi)
Fire detection and protection system available at site; (vii) Conducting intensive QHSETraining programs including contractor employees and monitoring the effectiveness of thesame; (viii) Participation of employees in Safety committee meetings at all levels andcelebrating the National Safety Day / Week and World Environment Day as well as observingFire Service Day; (ix) Tree plantation to increase the green cover at site; (x)Independent safety and environment audits at regular intervals by third party and alsoin-house by cross functional team; (xi) In-house medical and health facility at site forpre- employment & periodical medical check-up of all employees including contractemployees; (xii) Additional health checkup for employees based on their occupationalneeds; (xiii) Blood Donation Camp at site in association with the Ahmedabad Red CrossSociety for social cause; (xiv) Rain water Harvesting System to conserve rain water andimprove ground water level.
Dishman continues to pursue world class operational excellence on Process SafetyManagement (PSM). Dishman has established the capabilities within the Company anddeveloped in-house experts in various facets of PSM. Process Hazard Analysis (PHA) atvarious plants is being carried out to reduce process safety risks.
Dishman in its pursuit of excellence towards sustainable development and to go beyondcompliance integrated its ISO 14001:2015 for EMS ISO 9001:2015 for QMS and BS ISO45001:2018 for Occupational Health and Safety Management systems. The company is alsocertified EN/ISO 13485:2016 for Medical Device Quality Management System for DisinfectantProducts. The adopted systems are being monitored for continual improvements.
India Ratings & Research Pvt. Ltd. ("Ind-Ra") has changed Credit RatingOutlook from "Rating Watch Evolving" ("RWE") to "Positive"after resolving RWE outlook. Ind-Ra has assigned both the Long Term Loan and Short TermLoan rating of the Company as IND A+ with a Positive Outlook and IND A1+ respectively.
Ind-Ra has evaluated the Company's rating during August 2020.
INVESTOR EDUCATION AND PROTECTION FUND _IEPF_
Pursuant to the provisions of Section 124(5) and 125 of the Companies Act 2013 theCompany has transferred the unpaid or unclaimed dividend upto and for the financial year2012-13 to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment.
Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Yearand the corresponding shares which are liable to be transferred to the IEPF and the duedates for such transfer are given in details in the report on Corporate Governance whichforms part of this Annual Report.
The equity shares of the Company are listed on the National Stock Exchange of IndiaLtd. Mumbai (NSE) and BSE Ltd. Mumbai. Annual listing fees for the FY 2021-22 asapplicable have been paid before due date to the concerned Stock Exchanges.
FORMATION OF VARIOUS COMMITTEES
Your Company has several Committees which have been established as part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board:
Stakeholders Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Risk Management Committee
Internal Complaints Committee (for redressal of Sexual Harassment complaint)
During the year the Board has accepted all the recommendations made by variouscommittees including Audit Committee. The details with respect to the compositionspowers terms of reference number and dates of meetings of such committees held duringthe year are given in details in the report on Corporate Governance which forms part ofthis Annual Report.
DISCLOSURES UNDER THE COMPANIES ACT 2013 i) Annual Return
In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https://imdcal.com/images/files/Investor-Relations/Annual%20Return/Annual%20Return%20for%20 the%20year%20ended%2031.03.2021.pdf
ii) Board Meetings
Regular Meetings of the Board are held inter-alia to review the financialresult of the Company. Additional Board Meetings are convened to discuss and decide onvarious business policies strategies and other businesses. Due to business exigenciescertain business decisions are taken by the board through circulation from time to time.
During the FY 2020-21 the Board met Five (5) times i.e. on 3rd June 202013th August 2020 8th September 2020 12th November2020 and 11th February 2021. The Board of Directors has also passed circularresolutions on 23rd March 2021. Detailed information on the meetings of theBoard is included in the report on Corporate Governance which forms part of this AnnualReport.
iii) Related Party Transactions
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. All the related party transactions entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business. Particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 in the prescribed Form AOC-2 is appended as Annexure A tothis Board's report. The policy on Related Party Transactions has been approved by theBoard and uploaded on the website of the Company. The details of the transactions withRelated Party are provided in the accompanying financial statements vide note no.31 ofnotes on financial statement as per requirement of Ind AS 24 -related party disclosure.These transactions are not likely to conflict with the interest of the Company at large.All significant transaction with related parties is placed before audit committeeperiodically.
iv) Particulars of Loans Guarantees or Investments under Section 186
The details of Loans Investments and Guarantees covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statementsforming part of Annual Report.
v) Material Changes and Commitments affecting the Financial Position of the Companyoccurred a_er the end of Financial Year
There are no material changes and commitments affecting the Financial Position of theCompany occurred after the end of financial year.
vi) Subsidiaries Joint Ventures and Associate Companies
During the year following changes happened in Subsidiary Joint Ventures and AssociateCompanies:
During the year name of wholly owned subsidiary company viz. "DishmanEurope Ltd." has been changed to "Dishman CARBOGEN AMCIS (Europe) Ltd."
On 19th November 2020 a new step-down subsidiary company namely"CARBOGEN AMCIS REAL ESTATE" has been incorporated in France. The saidsubsidiary is wholly-owned subsidiary of Company's one of the step-down wholly-ownedsubsidiaries viz. CARBOGEN AMCIS INNOVATIONS AG.
On 19th March 2021 a new wholly owned subsidiary company namely"Invisible Biotech Pvt. Ltd." has been incorporated in India. Subsequently ithas been converted into Public Limited Company w.e.f. 11th May 2021.
In view of the above the total number of subsidiaries including step down subsidiariesas on 31st March 2021 was Twenty Two (22).
CONSOLIDATED FINANCIAL STATEMENT
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Regulation 33 of SEBI (LODR) Regulations2015 your Company had prepared consolidated financial statements of the company and itssubsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries joint ventures and associates in Form AOC-1 forms part of theAnnual Report.
The annual financial statements and related detailed information of the subsidiarycompanies will be provided on specific request made by any shareholders and the saidfinancial statements and information of subsidiary companies are open for inspection atthe registered office of the company during office hours on all working day exceptSaturdays Sunday and Public holidays between 2 p.m. to 4 p.m. The separate auditedfinancial statement in respect of each of the subsidiary companies is also available onthe website of the Company at www.imdcal.com.
As required under Regulation 33 of SEBI (LODR) Regulations 2015 and in accordance withthe requirements of Ind AS 110 the Company has prepared Consolidated Financial Statementsof the Company and its subsidiaries and is included in the Annual Report.
GENERAL DISCLOSURE i) Issue of Equity Shares with differential rights as to dividendvoting or otherwise:
During the year 2020-21 the Company has not issue any of Equity Shares including sweatequity with differential rights as to dividend voting or otherwise.
ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS :
During the year the Company has not issued any shares under Employee Stock OptionScheme.
iii) Whether the Managing Director or the Whole-time Directors of the Company receiveany remuneration or commission from any of its holding /subsidiary companies :
Mr. Arpit J. Vyas Global Managing Director of the Company has received remuneration asa Director from one foreign wholly owned subsidiary company namely CARBOGEN AMCIS AG.Switzerland which is in compliance with the provisions of the Companies Act 2013. Hebeing a Partner of Adimans Technologies LLP a holding LLP of the Company has right toreceive profit in the ratio of 20% from the said LLP.
Mrs. Deohooti J. Vyas Whole-time Director being a Partner of Adimans TechnologiesLLP a holding LLP of the Company has right to receive profit in the ratio of 40% fromthe said LLP.
Mr. Arpit J. Vyas and Mrs. Deohooti J. Vyas have voluntarily decided not to draw anyremuneration from the Company during financial year 2020-21. Other details of remunerationpertaining to Mr._ Arpit J. Vyas and Mrs. Deohooti J. Vyas have been disclosed in reporton Corporate Governance.
iv) Any significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future:
There are no significant and material orders passed by the Regulators or Courts orTribunals which could impact the going concern status and the Company's future operations.
v) Secretarial Standards
Secretarial Standards issued by the Institute of Company Secretaries of India asapplicable to the Company were followed and complied with during 2020-21. The Company hasdevised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating effectively.
DIRECTORS & KMPS Retire by Rotation
Mr. Arpit J. Vyas Director of the Company retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment. A resolution seekingshareholders' approval for his reappointment forms part of the Notice.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are i) Mr. Arpit J. Vyas Global Managing Director; ii)Mr. Harshil R. Dalal Global Chief Financial Officer and iii) Ms. Shrima Dave CompanySecretary.
Statement of Declaration by Independent Directors
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 read with Regulations 25(8) ofthe SEBI (LODR) Regulation 2015 ("Listing Regulations") that he/she meets thecriteria of independence as laid out in the Companies Act 2013 and the ListingRegulations.
Also Independent Directors affirmed that they have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act as well as Code of Conduct forDirectors and senior management personnel formulated by the Company.
Board Evaluation & Criteria
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI (LODR)Regulations 2015 a structured questionnaire was prepared after taking into considerationthe various aspects of the Board's functioning composition effectiveness of processes& information etc. of the Board and its committees. The Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Committees and Independent Directors after seekinginputs from all the members of the Board and its Committees. The Board of Directorsexpressed their satisfaction with the evaluation process.
Nomination and Remuneration Committee also reviewed the performance of individualdirectors on the basis of criteria such as the contribution of the individual director tothe Board and Committee Meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.
Independent Directors' Meeting
A Separate meeting of Independent Directors held on 11th February 2021without the attendance of Non-Independent Directors and members of the Management. In thesaid meeting Independent Directors reviewed the followings:
Performance evaluation of Non Independent Directors and Board of Directors as awhole;
Performance evaluation of the Chairperson of the Company taking into account theviews of executive directors and nonexecutive directors;
Evaluation of the quality of flow of information between the Management andBoard for effective performance by the Board.
The Independent Directors expressed their satisfaction with the evaluation process.
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help to retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on company's websitewww.imdcal.com.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The salient features of the Policy on Directors' appointment and remuneration ofDirectors KMP & senior employees and other related matters as provided under Section178(3) of the Companies Act 2013 is stated in the report on Corporate Governance which isa Part of the Board's Report. The detailed Policy is placed on the website of the Companyat https://imdcal.com/images/files/Investor-Relations/ Po l i c i e s % 2 0 of % 2 0 Di sh m a n % 2 0 C a r b o g e n % 2 0 Amcis%20Limited/Policy%20on%20Remuneration%20 o f % 20 D i r e c t o r s % 2 0 Ke y % 2 0 M a n a g e r i a l % 2 0Personnel%20&%20Senior%20Employees%20AND%20 Succession%20Policy.pdf
DISCLOSURE UNDER RULE 5 OF THE COMPANIES _APPOINTMENT & REMUNERATION_ RULES 2014
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report as AnnexureC.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
The Independent Directors are provided with necessary documents brochures reports andinternal policies to enable them to familiarize with the Company's procedures andpractices. The Company undertook various steps to make the Independent Directors have fullunderstanding about the Company. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company and Pharma Industry as a Whole. Generally sitevisits to various plant locations are organized for the Directors to enable them tounderstand the operations of the Company. However due to COVID-19 pandemic such visitswere not organised during the financial year 2020-21. The details of such familiarisationprogrammes have been disclosed on the Company's website at https://imdcal.com/images/files/Investor-Relations/Policies%20of%20Dishman%20Carbogen%20Amcis%20Limited/ Familiarisation%20Programme.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state that :
In the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;
The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;
The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
The Directors have prepared the annual accounts on a going concern basis;
The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL SYSTEM
The details in respect of internal financial control system and their adequacy areincluded in Management Discussion and Analysis Report which forms part of this report.
Assets of your Company are adequately insured against various perils.
RISK MANAGEMENT FRAMEWORK & POLICY
In compliance with the provisions of Regulation 21 of SEBI (LODR) Regulations 2015the Board of Directors has constituted a Risk Management Committee. The details ofCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Director's Report. The Risk Management policy is formulated andimplemented by the Company in compliance with the provisions of the Companies Act 2013and SEBI (LODR) Regulations 2015. The policy helps to identify the various elements ofrisks faced by the Company which in the opinion of the Board may threatens the existenceof the Company.
As per Regulation 17(9) of SEBI (LODR) Regulations 2015 the Company has framed formalRisk Management framework for risk assessment and risk minimization for Indian operationwhich is periodically reviewed by the Board of Directors to ensure smooth operations andeffective management control. The Audit Committee has additional oversight in the area offinancial risks and control.
Risk management is an integral part of business practices of the Company. The frameworkof risk management concentrates on formalising a system to deal with the most relevantrisks building on existing management practices knowledge and structures.
The Company has framed formal Risk Management framework to identify evaluate businessrisks and opportunities. Corporate Risk Evaluation and Management is an ongoing processwithin the Organization. The Company's Risk Management framework is well-defined toidentify monitor and minimizing/mitigating risks. While defining and developing theformalized risk management system leading standards and practices have been considered.The risk management system is relevant to business reality pragmatic and simple.
The Risk Management framework has been developed and approved by the Risk ManagementCommittee in accordance with the business strategy. Risk Management and Risks &concerns have also been discussed in the Management Discussion and Analysis which formspart of this report.
The key elements of the framework include: Risk Structure; Risk Portfolio and RiskMeasuring & Monitoring and Risk Optimising. The implementation of the framework issupported through criteria for Risk assessment Risk forms & MIS.
The brief role of Risk Management Committee as per amended Listing Regulations are:
To formulate a detailed Risk Management Policy;
To ensure that appropriate methodology processes and systems are in place tomonitor and evaluate risks associated with the business of the Company;
To monitor and oversee implementation of the risk management policy includingevaluating the adequacy of risk management systems;
To periodically review the risk management policy including by considering thechanging industry dynamics and evolving complexity;
To keep the board of directors informed about the nature and content of itsdiscussions recommendations and actions to be taken.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy pursuant to the requirements of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. The Policy empowers all thestakeholders to raise concerns by making protected disclosures as defined in the Policy.
The policy also provides for adequate safeguards against victimization of whistleblower who avail of such mechanism and also provides for direct access to the Chairman ofthe Audit Committee in exceptional cases. The details of the Whistle Blower Policy areexplained in the Report on Corporate Governance and the Policy is available on the websiteof the Company at www.imdcal.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. V. D. Shukla & Co. Chartered Accountants Ahmedabad (Firm Registration No.110240W) and M/s. Haribhakti & Co. LLP Chartered Accountants Mumbai (FirmRegistration No. 103523W/W100048) were appointed as Joint Statutory Auditors of theCompany by the members of the Company at their Annual General Meeting (AGM) held on 28thSeptember 2017 for the term of four years starting from 10th AGM till theconclusion of 14th AGM to be held in the year 2021.
Accordingly the term of existing joint statutory auditors gets completed on conclusionof 14th AGM of the Company in terms of the said approval and Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rule 2014. As their termwill expire on conclusion of 14th AGM and they are Joint Statutory Auditors ofthe Company since FY 2015-16 the Board of Directors of the Company proposes to change theStatutory Auditors as part of good corporate governance. The Audit Committee and the Boardof Directors at their meetings held on 11th May 2021 after consideringvarious parameters and subject to approval of the shareholders recommended theappointment of M/s. T R Chadha & Co. LLP Chartered Accountants (Firm RegistrationNo.006711N/ N500028) as Statutory Auditors in place of retiring Joint Statutory Auditorsfor a term of 5 (five) consecutive years commencing from conclusion of this 14thAGM till the conclusion of 19th AGM.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor' Report does notcontain any qualification or reservation. There is also no fraud has been reported by theAuditors in their Audit Report for the year ended March 31 2021.
M/s. Shah & Shah Associates Chartered Accountants Ahmedabad (Firm RegistrationNo. 113742W) has been internal auditor of the Company for the year 2020-2021. Internalauditors are appointed by the Board of Directors of the Company on a yearly basis basedon the recommendation of the Audit Committee. The Internal Auditor's reports and theirfindings on the internal audit has been reviewed by the Audit Committee on a quarterlybasis. The scope of internal audit is also reviewed and approved by the Audit Committee.
M/s. Shah & Shah Associates Chartered Accountants are associated with the Companyas an Internal Auditors since year 2015 hence as a part of good corporate governancethe Board of Directors at their meeting held on 11th May 2021 on therecommendation of the Audit Committee appointed M/s. Sharp & Tannan AssociatesChartered Accountants (Firm Registration No. 109983W) as an Internal Auditors of theCompany for the financial year 2021-22.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company had appointed Mr. Ashok P. Pathak Practicing Company Secretary(Membership No. ACS: 9939; CP No: 2662) as Secretarial Auditors to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is appended in the AnnexureD to the Directors' Report. The observations and comments if any appearing in theSecretarial Audit Report are self-explanatory and do not call for any further explanation/ clarification. The Secretarial Auditors Report does not contain any qualificationreservation or adverse remark and also no fraud has been reported for the year ended March31 2021.
Central Government has notified rules for Cost Audit and as per Companies (Cost Recordsand Audit) Rules 2014 issued by Ministry of Corporate Affairs; Company is not fallingunder the Industries which will subject to Cost Audit. Therefore filing of cost auditreport for the FY 2020-21 is not applicable to the Company. However as required underSection 148(1) of the Companies Act 2013 Company has maintained necessary Cost Records.
CORPORATE GOVERNANCE MANAGEMENT DISCUSSION ANALYSIS REPORT
As per Regulation 34 of SEBI (LODR) Regulations 2015 a separate section on corporategovernance practices followed by the Company as well as "Management Discussion andAnalysis" confirming compliance is set out in the Annexure forming an integral partof this Report. A certificate from Practicing Company Secretary regarding compliance withcorporate governance norms stipulated in Regulation 34 of SEBI (LODR) Regulations 2015 isannexed to the report on Corporate Governance.
In compliance with one of the Corporate Governance requirements as per Regulation 34read with Schedule V of the SEBI (LODR) Regulations 2015 the Company has formulated andimplemented a Code of Conduct for all Board members and senior management personnel of theCompany who have affirmed compliance thereto.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134 (3) (m) of the Companies Act 2013 readwith rule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure E andforms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
As a part of Corporate Social Responsibility (CSR) the Company continued extendinghelp towards social and economic development of the villages and the communities locatedclose to its operations and also providing assistance to improving their quality of life.Company's intention is to ensure that we meet the development needs of the localcommunity. CSR is not just a duty; it is an approach towards existence. The Company seeCSR as a creative opportunity to fundamentally strengthen the Company's business whilecontributing to the society and creating social environmental and economic impact. TheCompany's motto is to build a sustainable life for the weaker and under-privilegedsections of the Society.
The Company has constituted CSR Committee and has framed a CSR Policy. The briefdetails of CSR Committee and contents of CSR Policy is provided in the report on CorporateGovernance. The details of CSR activities carried out by the Company are appended in the AnnexureF to the Director's Report. The CSR Policy is available on the website of the Companyat www.imdcal.com.
URL:https://imdcal.com/images/files/Investor-Relations/Policies%20of%20Dishman%20Carbogen%20 Am c i s % 2 0 L i m i t e d / C o r p o r a t e % 2 0 S o c i a l % 2 0Responsibility%20Policy..pdf
BUSINESS RESPONSIBILITY REPORT
In pursuance of Regulation 34 of SEBI (LODR) Regulations2015 top 1000 companies basedon market capitalization (calculated as on March 31 of every financial year) are requiredto prepare and enclose with its Annual Report a Business Responsibility Report describingthe initiatives taken by them from an environmental social and governance perspectives. Aseparate report on Business Responsibility is annexed herewith as Annexure G.
DIVIDEND DISTRIBUTION POLICY
As per amended Regulation 43A of SEBI (LODR) Regulations 2015 top 1000 companiesbased on market capitalization (calculated as on March 31 of every financial year) arerequired to formulate Dividend Distribution Policy. In this regard the Board has approvedthe Dividend Distribution Policy in line with said Regulation. The said policy isavailable on website of the Company and can be accessed at https://imdcal.com/images/files/Investor-Relations/Policies%20 of%20Dishman%20Carbogen%20Amcis%20Limited/Dividend%20Distribution%20Policy.pdf.
Your Directors would like to express their appreciation for the assistance andco-operation received from foreign institutions banks associates Governmentauthorities customers supplier vendors and members during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices and teamwork by the executives staff members and workers of the Company forenthusiastic contribution to the growth of Company's business.
For and on behalf of the Board of Directors
Janmejay R. Vyas
Chairman DIN - 00004730
Date: 11th May 2021