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FDC Ltd.

BSE: 531599 Sector: Health care
NSE: FDC ISIN Code: INE258B01022
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OPEN 239.20
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VOLUME 8693
52-Week high 269.20
52-Week low 150.00
P/E 17.76
Mkt Cap.(Rs cr) 4,003
Buy Price 225.55
Buy Qty 2.00
Sell Price 242.00
Sell Qty 43.00
OPEN 239.20
CLOSE 240.70
VOLUME 8693
52-Week high 269.20
52-Week low 150.00
P/E 17.76
Mkt Cap.(Rs cr) 4,003
Buy Price 225.55
Buy Qty 2.00
Sell Price 242.00
Sell Qty 43.00

FDC Ltd. (FDC) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 79th Annual Report together with theAudited Accounts for the year ended March 312019.

1. STANDALONE FINANCIAL RESULTS

(Rupees in lakhs)

Particulars 2018-2019 2017-2018
Revenue from operations (Net) 107587.40 107021.23
Other income 5479.98 5124.75
Total Income 113067.38 112145.98
Profit (before finance costs and depreciation /amortisation) 27483.97 27034.83
Finance costs 143.19 140.26
Depreciation and amortisation 3313.77 3503.90
Profit Before Exceptional items and Tax 24027.01 23390.67
Less: Exceptional items 397.11 -
Profit before tax 23629.90 23390.67
Less: Taxation
- Current Tax 6660.00 6780.00
- Deferred Tax (183.73) (220.74)
Profit After Tax 17153.63 16831.41
Other Comprehensive Income/(Loss) for the year (89.13) (27.61)
Total Comprehensive Income/(Loss) for the year 17064.50 16803.80
Earnings per equity share
(Basic & Diluted)
(Face value Re.1) 9.84 9.47

3. DIVIDEND

The Board of Directors of your Company after considering relevant circumstances inPharmaceutical industry and keeping in view the Company's Dividend Distribution Policyhas decided that it would be prudent not to recommend any dividend for the year underreview. As per Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 "Listing Regulations" the Company hasformulated a Dividend Distribution Policy which is annexed as "Annexure A" andis also uploaded on the website of the Company i.e. www.fdcindia.com.

4. SHARE CAPITAL

During the year under review the paid up Equity Share Capital of the Company as onMarch 31 2019 is as follows:

Subscribed and Paid-up share capital March 31 2019 March 31 2018
174403084 (Previous year- 174403084) Equity shares of Re. 1 each fully paid-up 174403084 174403084
Add: 3145000 (Previous year - 3145000) Equity shares forfeited 786250 786250
Total 175189334 175189334

Cancellation of Equity Shares Forfeited by the Company

In the past the Board had forfeited 314900./- shares of face value of Rs. 10/- eachdue to non-payment of call money of Rs. 7.5/- each by the shareholders out of whichforfeiture of 400 shares was annulled afterwards on receipt of call money.

After split of the shares in the year 2002 at present there are 3145000 forfeitedshares of Rs. 0.25/- each containing total amount of Rs. 786250 of forfeited capital.

While showing details of the equity share capital in the Balance sheet the details offorfeited shares also needs to be shown till the time these shares are either re-issued orcancelled. Considering very small quantum of the shares it is proposed to cancel theseshares.

The Company decides not to reissue the forfeited shares of the Company. In such a casethe Board will cancel the forfeited shares and transfer the amount received on such sharesto capital reserve account or other such accounts as per the applicable provisions ofIndian Accounting Standards and Companies Act 2013 "Act".

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management of your company presents the analysis of performance of the Company forthe financial year ended March 312019 and its outlook for the future. This outlook isbased on assessment of the current business environment. It may vary due to futureeconomic and other developments both in India and abroad.

A. Economic Overview:

When we met year ago economic activity was accelerating in almost all regions of theworld and the global economy was projected to grow at 3.9 % in 2018 - 2019. One yearlater much has changed: the escalation of US-China trade tensions macroeconomic stressin Argentina and Turkey disruptions to the auto sector in Germany tighter creditpolicies in China and financial tightening alongside the normalization of monetary policyin the larger advanced economies have all contributed to a significantly weakened globalexpansion especially in the second half of 2018. With this weakness persist into 2019the World Economic Outlook (WEO) projects a decline in growth in 2019 for 70 % of theglobal economy. Global growth which peaked at close to 4 % in 2017 softened to 3.6 % in2018 and is projected to decline further to 3.3 % in 2019.

(Source: IMF March 2019)

India continues to be among the few growth economies growth is projected to pick up to7.3 % in 2019 and 7.5 % in 2020 supported by the continued recovery of investment androbust consumption amid a more expansionary stance of monetary policy and some expectedimpetus from fiscal policy. Growth in India is expected to stabilize at just under 7.75 %over the medium term based on continued implementation of structural reforms and easingof infrastructure bottlenecks.

In India continued implementation of structural and financial sector reforms withefforts to reduce public debt remain essential to secure the economy's growth prospects.In the near term continued fiscal consolidation is needed to bring down India's elevatedpublic debt. This should be supported by strengthening Goods and Services Tax complianceand further reducing subsidies. Important steps have been taken to strengthen financialsector balance sheets including through accelerated resolution of non-performing assetsunder a simplified bankruptcy framework. These efforts should be reinforced by enhancinggovernance of public sector banks. Reforms to hiring and dismissal regulations would helpincentivize job creation and absorb the country's large demographic dividend; effortsshould also be enhanced on land reform to facilitate and expedite infrastructuredevelopment.

The Indian Pharmaceutical industry continues to enjoy structural advantages whichmaintains global competitiveness and fuels industry growth.

Cost Efficiency: Low cost of production and R&D boosts efficiency of Indian pharmacompanies leading to competitive exports. Indian pharma exports reached US $ 17.15billion in FY19. India's cost of production is approximately 33 % lower than that of theUS. India's ability to manufacture high quality low priced medicines presents a hugebusiness opportunity for the domestic industry.

Economic Drivers: Increasing penetration of health insurance to drive expenditure onmedicine. With increasing penetration of pharmacies especially in rural India OTC drugswill be readily available.

Increasing Investments: Increasing private sector investments in R&D andacquisitions are driving the sector's growth. In FY18 Indian pharma companies invested8.8 % of their sales in R&D. Between 2008-18; the S&P BSE Healthcare Index hasgrown at 16.72 %. In 2017 Indian pharmaceutical sector witnessed 46 Merger &Acquisition (M&A) deals worth US$ 1.47 billion.

Policy Support: Pharma Vision 2020 aimed at making India a global leader in end-to-enddrug manufacturing. Under Budget 2019-20 allocation to the Ministry of Health and FamilyWelfare increased by 13.1 % to Rs. 61398 crore (US$ 8.98 billion). In this sector 100 %FDI is allowed under automatic route.

(Source: PwC McKinsey Pharmaceuticals Promotion Council of India)

B. Industry Structure & development:

As per AIOCD-AWACS Report the Indian Pharma market grew by 9.6% in 2018-19 the TotalSales reported where Rs. 130506 crore from Rs. 119386 crore in 2017-18. By 2020 Indiais likely to be among top three pharmaceutical markets by incremental growth and 6thlargest market globally in absolute size.

India's domestic pharmaceutical market turnover reached Rs. 119386 crore in 2017-18growing 5.7 % year-on-year from Rs. 111135 crore in 2016-17. In India medicine spendingis projected to grow by 9 % - 12 % over the next five years India to become leader in oneof the top 10 countries in terms of medicine spending. India's cost of production issignificantly lower than that of the US and almost half of that of Europe. It gives acompetitive edge to India over competitor's counties. The Ayurveda sector in India isexpected to reach US $ 4.4 billion by 2018 end and grow at 16 % CAGR till 2025. Increasein the size of middle class households coupled with the improvement in medicalinfrastructure and increase in the penetration of health insurance in the country willalso influence in the growth of pharmaceuticals sector.

With 70 % of market share (in terms of revenues) generic drugs form the largestsegment of the India pharmaceutical sector. Over the Counter (OTC) medicines and patenteddrugs constitute 21 % and 9 % respectively. The share of generic drugs is expected tocontinue increasing; domestic generic drug market is expected to reach US $27.9 billion in2020. Due to their competence in generic drugs growth in this market offers a greatopportunity for Indian firms. Based on moving annual turnover Anti-Infective (13.4%)Cardiac (12.6%) Gastrointestinal (11.4%) had the biggest market share in the Indianpharma market in 2018-19. The highest growth in sales in 2018-19 were seen in Urology(16.4%) antiDiabetic (14.8%) and Cardiac (13.2%).

(Source: AIOCD-AWACS March 19)

C. Opportunities in Healthcare:

Public healthcare Infrastructure: There has been strong push by the Government toenhance the quality of accessible high quality healthcare infrastructure. 6 more AIIMShave been proposed Super specialty blocks in 70 Medical Colleges & expansion ofinpatient provision at District level are being made.

(Source: National Health Policy 17-18)

Metro healthcare Significant Expansion of cancer & chronic care infrastructureacross PHCs CHCs & District Hospital are being made Improving Drug Procurement: Alongwith healthcare infrastructure the Government of India is also taking significant inimproving drug accessibility to all sections of the Indian population. The AffordableMedicines & Reliable Implements for Treatment (AMRIT) scheme initiated to improvemedical product accessibility for cancer and cardiovascular treatment is being expanded toall State Government Hospitals. The Jan-Aushadhi initiative aimed at making low costgeneric medicines available has expanded to 3000 new outlets.

(Source: National Health Policy 17-18)

Clinical Trial Market: India is among the leaders in the clinical trial market. Due toa genetically diverse population and availability of skilled doctors India has thepotential to attract huge investments to its clinical trial market. Number of clinicaltrials in India increased by 400 % to 97 trials in 2017 compared with 13 trials approvedin 2013.

(Source: PwC McKinsey Pharmaceuticals Promotion Council of India) High-end drug: Dueto increasing population and income levels demand for high-end drugs is expected to rise.Growing demand could open up the market for production of high-end drugs in India.

(Source: PwC McKinsey Pharmaceuticals Promotion Council of India)

Penetration in Rural Market: With 70 % of India's population residing in rural areaspharma companies have immense opportunities to tap this market. Demand for genericmedicines in rural markets has seen a sharp growth. Various companies are investing in thedistribution network in rural areas.

(Source: PwC McKinsey Pharmaceuticals Promotion Council of India)

CRAMS: The Contract Research and Manufacturing Services industry (CRAMS) - estimated atUS $ 17.27 billion in 2017-18 is expected to reach US $ 20 billion by 2020. The markethas more than 1000 players.

(Source: PwC McKinsey Pharmaceuticals Promotion Council of India)

D. Outlook & Risks and concerns:

For past three years Indian Pharma Companies have been going through a tough phase dueto significant competitive intensity and pricing pressure in the US and regulatory hurdlesin India in terms of demonetisation GST implementation and lower prices.

(Source: ETMarket - Outlook 2019)

Regulatory environment will continue to be unfavorable with Ban on Fixed DoseCombination & Pricing capping on essential drugs. Trade Generics gaining ground inClass III and IV towns. Small Propaganda Companies capturing regional shares. Increasingpush for generics by the regulatory authorities.

(Source: AIOCD-AWACS SWOT of IPM Presentation)

Diagnostics Industry shows sluggish growth due to sever price competition &home-base diagnosis is increasingly important.

(Source: ET Market - Outlook 2019)

E. Financial performance and Operations review

During the year under review your Company registered a standalone total income of Rs.113067.38 Lakhs as against Rs. 112145.98 Lakhs in the previous year therebyregistering a growth of 0.83%.

The Earnings before Interest and Depreciation amounted to Rs. 27483.97 Lakhs asagainst Rs. 27034.83 Lakhs in the previous year. The Net Profit After Taxation stood atRs. 17153.63 Lakhs as against Rs. 16831.41 Lakhs in the previous year.

During the year under review your Company registered a consolidated total income ofRs. 113416.59 Lakhs as against Rs. 113405.02 Lakhs in the previous year therebyregistering a growth of 0.01 %.

F. Segment wise / Product wise performance

(i) Marketing:

In Therapy growth matrics Cardiac Anti-Diabetics Neurological doing well with volumegrowth. Whereas Dermatological. Vitamins/ Minerals/ Nutritional & Anti Infective doingwell with new product growth.

Acute remain the dominant therapy mainly driven by Value; whereas Chronic receivescontribution from Volume as well. In last 5 year contribution of Anti Infectivecontribution reduce from 15 % to 13%. Where Anti Diabetics increase from 7 % to 9%. SGLT2(Sodium Glucose Co-Transport-2) & Gliptins drive the Anti Diabetics growth &Telmisertan Combination & Sacubitril + Valsartan drive the growth of Cardiac therapy.

(Source: AIOCD-AWACS SWOT of IPM Presentation)

In FDC Ltd therapy growth metrics is doing well with new introduction inOphthalmological & Dermatological. Dermatological & Pain / Analgesic doing wellwith volume growth 10.5 % & 35.9 % respectively. Dependency on Anti Infective is againincreased. Maximum share gain with Gastro Derma Gynaec Therapy Areas. In 2018-19Incremental value only from Anti Infective GastroIntestinal rest Therapy Areas steady ornegative is a concern.

(Source: AIOCD-AWACS Mar 19)

(ii). Research and Development

The prime objective of the formulation R & D team at FDC is to develop qualityproducts at affordable prices. A dedicated team of scientists is engaged in focusedresearch for the development of diverse dosage forms. The team is continuously engaged andcommitted to develop and successfully introduce new products and newer technologies at thecommercial scale. The new product development initiatives range from conventional orals tomore complex and advanced dosage forms. For a sustainable future R & D efforts arehave been steadily expanding the footprint of the organization across various key marketsinto ROW and regulated geographies of Europe and US.

The Research & Development (R & D) Centres located at Jogeshwari &Kandivali (Mumbai) are duly recognised by the Department of Science and Technology. YourCompany carries out its various R & D activities in the following areas:

• Formulations

The R & D Formulation team at FDC comprises of dedicated scientists engaged infocused research for the development of finished dosage forms. The team has been designingstrategies to develop quality products at affordable prices. The group is committed todevelop and has successfully introduced products employing newer technologies at thecommercial scale. Also in the foray and designing challenging complex generics for theregulated markets of US. Exhibit batches of ophthalmic products have been manufactured forregistration in the US and UK. Several ophthalmic and solid oral products are in variousstages of development for the US and UK markets.

• Synthetics

The Research and development centers located at Kandivali (Mumbai) is engaged inprocess development of niche products particularly in area of OphthalmicAntihypertensive Antifungal Ant diabetic Antihistaminic Bronchodilator and NewChemical entity (NCE). The work on life cycle management of existing drug Substances isalso being carried out with the aim of Cost effectiveness backward integration andmeeting regulatory requirement from drug authorities which enables to attainaccreditation from various World Regulatory Authorities. The other highlights of theprocess developments of new molecules are Non infringing processes Usage of environmentfriendly chemicals Green chemistry Development of desired polymorphs Usage of classicalchemistry for development of chiral drugs and to minimise effluents etc.

• Nutraceuticals

During the year your Company has launched the Enerzal 500 ml in pet bottle as well as1 Litre in Tetrapak with Orange and Apple flavour. To extend the product categories ofInfant Milk Substitute (IMS) the division is working on advanced range of Simyl MCT withsome added micro nutrients like Nucleotides Amino Acids and Omega3 O6 and also hasdeveloped MUM MUM 2 as a follow up formula with complete stability study & MUM MUM 3which is under stability study. Trials and validation of IMS at Sinnar Plant issuccessfully completed which completes the commissioning activity at Sinnar Plant. Withthis we will be ready to supply current market requirement of IMS with spare capacitywhich shall help us in launching new range of products under IMS and complimentary foodsfor infants.

• Biotechnology

a. G-CSF Project

Your company has received a test license (Test Licence No : 201515686 dated 19-06-18)under Form 29 for product Filgrastim. This licence is to manufacture the product forpurpose of examination test or analysis. For the manufacture of Filgrastim batches forpurpose of clinical trial we have submitted the Audit Compliance report to DCGI officeNew Delhi against the last CDSCO Audit observation. We hope to receive the NOC tomanufacture Clinical Trial batches for product Filgrastim (G-CSF) in due course of time.

As a part of compliance to the CDSO audit observation we have implemented the QualityManagement System in R & D Biotechnology Department to meet the cGMP requirement.Standard Operating Procedures for - Process activities Analytical Testing & QualityControl Equipment operations Quality Assurance and Miscellaneous activities have beenprepared and made effective. All the Equipments have been shifted from the fifth floorfacility to the new Bioprocess and Bioanalytical lab on ground floor and these have beeninstalled and qualified accordingly. Area Qualification activity of R & D BioprocessArea has been completed successfully. The new water system installed in the bioprocessarea was subjected to validation and Phase I / Phase II validation activity for the sameis completed whereas Phase III validation activity is underway.

b. Third Generation Thrombolyte Project

The external party M/s Premas has been successful in developing a refolding andpurification strategy to provide purified product. The trials for the upstream processinghave efficiently been executed at lab scale at our Bioprocess facility and are found to beeffective. We have successfully taken fermentation trials (10L capacity) and downstreamprocessing trial (lab scale) for Reteplase molecule in our Bioprocess facility.

We are in process of initiating the technology transfer of the developed downstreamprocess. Furthermore standardization and validation studies will be conducted on thedeveloped process before finalization.

c. Conversion of Non-sterile to sterile API (Lab scale):

Brinzolamide API was successfully sterilized In-house (Lab-scale) using strict aseptictechniques as per the synthesis process provided by R & D Synthesis lab. The aboveBrinzolamide samples were then subjected to Sterility testing by Corporate Microbiologyand complete testing by R & D Synthesis lab. The sterility test result of samplecomplies with the test and the product meets the specifications of Brinzolamide API exceptthe particle size.

For further aseptic process scale up and particle size reduction we need to procureequipment's suiting our requirement and meeting GMP norms.

d. Microbial Testing Lab

R & D Microbial Testing lab (MTL) is working in collaboration with R & DOrganic Synthesis lab for development of new salt forms (Sodium Potassium acidtetrazoles Dimethylamine etc) of the existing NCE molecules with better water solubilityand synthesizing higher quantities of the shortlisted molecules for further studies.

R & D MTL lab has performed primary screening of more than 90 molecules for theirwater solubility and antifungal activity. Three new molecules showing promising antifungalactivity have been shortlisted and synthesized in higher quantities for testing. Thesemolecules have been sent to external party for Animal toxicity studies. Based on theoutcome of this study we plan to initiate preformulation work and future strategy forthese NCE's.

(iii). Exports

Your Company's Annual Export turnover of Active Pharmaceutical Ingredients (API) andFinished Formulations for the financial year ending March 312019 was Rs. 17118.15 Lakhsas compared to Rs. 13269.26 Lakhs in the last financial year 2017-18. The API businesshas registered Sales of Rs. 5108.21 Lakhs in the current financial year. Your Company hasfiled new USDMF for Dorzolamide Hydrochloride USP (Process II). For Europe region we havereceived Certificate of Suitability (CEP) Certification for API Fluconazole. We have alsoreceived approval for Olopatadine Hydrochloride from the New Zealand Health agency(MEDSAFE).

The Roha Plant was successfully audited by USFDA with no any 483 observations. Based onthis inspection this facility is considered to be in an acceptable state of compliancewith regards to current good manufacturing practice (cGMP).

API Cinnarizine EP Drug Master File (DMF) has been submitted to Russian Agency. About10 submissions for 3 APIs have been made to ROW markets. Existing 4 APIs DMFs wereresubmitted in e-CTD format as a complete DMF to Health Agencies.

On the finished dosage forms side USA and UK markets continued to be the majorcontributors to the export turnover with sales of Rs. 2954.86 Lakhs and Rs. 1163.68Lakhs respectively despite continued headwinds & pressure on pricing in the USGenerics business from supply chain consolidation.

The Company's product portfolios of Ophthalmics and Oral Rehydration Salts drove exportsales in FY19. Finished Formulations of the Company are now exported to about 33countries.

The company received the Abbreviated New Drug Application (ANDA) Approval forDorzolamide 2% Ophthalmic Solution 5 ml & 10 ml this year. The company plans to launchthis product in the US market in the 3rd Quarter of financial year 2019-20 through itsstrategic marketing partner.

The company continues to export its Anti-Diarrheal product range to reputed global NGOslike UNICEF- Denmark & MSF-France/Belgium thus maintaining its reputation of beingone of their preferred suppliers for emergency supplies worldwide.

The company continues to work on filing additional ANDAs in the US market to supportthe existing basket of ophthalmic products to pursue its growth objectives in theRegulated markets. In the less Regulated markets the Company is associated with leadingregional companies in Asia Africa Latin America CIS and Middle East to expand itsbranded formulations business and continue efforts to open new markets for its range offormulations as well as APIs.

FDC International Ltd - UK the 100% Subsidiary of FDC Limited-India registered a salesturnover of GBP 18.44 Lakhs by selling its products in the United Kingdom and theNetherlands.

G. Internal Financial Controls and their adequacy

Your Company has in place a robust Internal Financial Control commensurate with thesize scale and complexity of its operations. These controls ensure that the transactionsare recorded and reported diligently adhere to the Company's policies & systemssafeguard the assets prevent and detect the frauds and errors accuracy and completenessof the accounting records and timely preparation of reliable financial information.

Your Company has an internal audit department which carries out audits throughout theyear and appropriate actions are taken by the management based on their recommendations.

H. Human Resources

Your Company believes that the employees are the most valuable assets and key driversof business success and sustained growth. The Company believes in quality process systemsand compliance. Our Human Resource policies and practices are well aligned to meet ourbusiness objectives.

Your Company operates in a highly competitive environment. The Human resources attractsand retains the best talent for its operations across all locations. The companyencourages and provides the platform to the individual to excel in their professional andpersonal goals along with the focus on a healthy work life balance. Your Company has inplace a variety of initiatives to engage its employees including fitness programme.

Being future ready is one of the key processes for sustainable growth and Company isbuilding synergy and cultural integration through coherent Leadership program for topleaders as a part of its core initiative. The Company has in-house Training andDevelopment to help the sales team on products scientific knowledge selling techniques.Company has also conducted various programs on Managerial effectiveness to improve theindividual competencies and leadership abilities for sales leadership. Your Companyunderstands the importance of newer training technique and would be migrating from classroom training to an e-learning platform for its sales team in the next financial year. Theweb based training will provide self paced learning through interactive ways.

In line with the requirement of SEBI listing regulations your company has adopted a"Code of Conduct and work ethics policy and Whistle Blower Policy". The policyon Whistle Blower are uploaded on the company's website.

i.e. www.fdcindia.com

I. Cautionary Statement

Certain statements in respect to Management Discussion and Analysis Report may beforward looking and are stated as required by the applicable laws and regulations. Thefuture results of the Company may be affected by many factors which could be differentfrom what the Directors envisage in the terms of future performance and outlook.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which financial statements in thisreport relates and the date of this report.

7. AUDITORS REPORT

The Report given by B S R and Co LLP Statutory Auditors on the Financial Statements ofthe Company for the year ended March 31 2019 is a part of the Annual Report. There hasbeen no qualification reservation or adverse remark or disclaimer in the said auditReport.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company form part of this Annual Report.These statements have been prepared on the basis of Audited Financial Statements receivedfrom the subsidiary companies as approved by their respective Board of Directors.

9. SUBSIDIARIES / JOINT VENTURE AND ITS OPERATIONS

Your Company has 2 (Two) wholly owned Subsidiaries namely FDC Inc. USA and FDCInternational Ltd UK and 1 (One) Joint Venture business namely Fair Deal CorporationPharmaceutical SA (Pty) Ltd. at South Africa. The Financials of the Subsidiaries and JointVenture Company are disclosed in the Consolidated Financial Statements which forms a partof this Annual Report.

A statement containing salient features of the Financial Statements of SubsidiaryCompanies/ Joint Ventures is annexed to this Report as "Annexure B" pursuant tothe provisions of Section 129 of the Companies Act 2013 and the Rules made thereunder inthe prescribed Form No. AOC-1 and hence the same is not repeated for the sake of brevity.

In accordance with the provisions of Section 136 (1) of the Companies Act 2013 thefollowing information has been uploaded on the website of the Company i.e.www.fdcindia.com :

(a) Annual Report of the Company containing therein its Standalone and theConsolidated Financial Statement; and

(b) Audited Annual Accounts of each of the Subsidiary companies and Joint venture.

10. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report is annexed as "AnnexureC".

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended March 31 2019 theapplicable Accounting Standards have been followed along with proper explanations relatingto material departures if any;

(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) They have prepared the Annual Accounts on a going concern basis;

(e) They have laid down proper Internal Financial Controls to be followed by theCompany and they were adequate and operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments made by the Company are given in the notesto the Financial Statements.

Your Company has not given any Loans or Guarantees or Investments in contravention ofthe provisions of Section 186 of the Companies Act 2013.

13. PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from thePublic and as such no amount of principal or interest on deposits from Public wasoutstanding as on the date of the Balance Sheet.

14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Companies Act 2013 and theRules made thereunder is annexed as "Annexure D" to this Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL Resignation of Directors:

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) (Amendment)Regulation 2018 Dr. Rahim Muljiani Dr. Satish Ugrankar and CA. Vinod YennemadiIndependent Directors of the Company ceased to be Directors of the Company with effectfrom April 01 2019. The Board placed on record its deep appreciation for contributions onkey issues. Further the Board has confirmed that there were no other reasons attributableor connected with the Company.

Appointment of Chairman of the Board:

Mr. Mohan A. Chandavarkar stepped down from the position of Chairman of the Board andCA. Uday Kumar Gurkar was appointed as Chairman of the Board w.e.f. April 012019.

Appointment of Directors:

Upon recommendation of Nomination and Remuneration Committee Mr. Melarkode GanesanParameswaran (DIN: 00792123) Ms. Usha Athreya Chandrasekhar (DIN: 06517876) and Dr.Mahesh Bijlani (DIN: 0008447258) were appointed by the Board of Directors as an AdditionalNon-Executive Independent

Director of the Company for a consecutive period of 5 (five) years w.e.f. May 10 2019subject to approval of the shareholders at the ensuing Annual General Meeting.

Above Independent Directors were appointed as an Independent Director ("ID")on May 10 2019 upto the conclusion of Seventy Ninth Annual General Meeting in thecalendar year 2019. Based on the recommendation of Nomination and Remuneration Committeethe Board of Directors at their meeting held on May 24 2019 approved their appointment asan ID of the Company subject to approval of the shareholders at ensuing Annual GeneralMeeting.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Basedon disclosures provided by Directors none of them are disqualified from being appointedas Directors under Section 164 of the Companies Act 2013.

Retirement by rotation:

In accordance with provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Nomita R. Chandavarkar Whole time Director retires byrotation at the 79th Annual General Meeting and being eligible has offered herself forre-appointment. The Profile of Director seeking reappointment pursuant to Regulation 36 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is includedin the Notice of the 79th Annual General Meeting and the statement annexed thereto.

Re-appointment of Directors:

The Board of Directors on recommendation of the Nomination and Remuneration Committeehave approved re-appointment of :

1. Mr. Nandan M. Chandavarkar as a Joint Managing Director of the Company for a periodof five years with effect from March 012019 subject to the approval of the shareholdersat the ensuing Annual General Meeting of the Company.

2. Ms. Nomita R. Chandavarkar as an Executive Director for a period of 5 (five) yearswith effect from June 02 2019 subject to the approval of the shareholders at the ensuingAnnual General Meeting of the Company.

3. Mrs. Swati S. Mayekar as an Independent Director for the second term for a periodof 5 (five) years with effect from September 06 2019 subject to the approval of theshareholders at the ensuing Annual General Meeting of the Company.

4. Mr. Ameya A. Chandavarkar as an Executive Director of the Company designated asChief Executive Officer (CEO) - International Business - Executive Director for a periodof 5 (five) years w.e.f. November 012019 subject to the approval of the shareholders atthe ensuing Annual General Meeting of the Company.

Profile of Directors seeking appointment / re-appointment:

As required under regulation 36(3) of the Listing Regulations particulars of Directorsseeking appointment / re-appointment at the ensuing Annual General Meeting are annexed tothe notice convening Seventy Ninth Annual General Meeting.

Key Managerial Personnel:

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company as on March 312019 :

1. Mr. Mohan A. Chandavarkar Managing Director *

2. Mr. Sanjay B. Jain Chief Financial Officer

3. Ms. Varsharani Katre Company Secretary

During the year no KMP has been appointed or has retired or resigned.

* With effect from April 01 2019 Mr. Mohan A. Chandavarkar has ceased to be theChairman of the Company.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information pursuant to Rule 5(1) (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this report as"Annexure E".

17. CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on Corporate Governance along with a Compliance Certificateissued by the Statutory Auditors of the Company forms part of the Annual Report.

18. RISK MANAGEMENT

The Risk Management Committee identifies and evaluates the business risks in additionto overseeing the Risk Management Policy of the Company from time to time. The details ofthe Risk Management Committee are included in the Corporate Governance Report.

19. NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy for selectionappointment and remuneration of Directors Key Managerial Personnel and Senior ManagementTeam. The details of this Policy are provided in the Corporate Governance Report.

20. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

The information has been furnished in the Corporate Governance Report.

21. AUDIT COMMITTEE

The Audit committee reviews all the information that is required to be mandatorilyreviewed by it under the Corporate Governance and other matters as per terms of referenceto Audit Committee inter-alia covers all the matters specified under Section 177 of theCompanies Act 2013 and also all the matters listed under Part C of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Audit Committee of the Board as on March 312019 comprises of 4 (Four)Non-Executive Independent Directors and 1 (One) Executive Director. CA. Swati S. Mayekaris the Chairperson of the Committee. Dr. Rahim H. Muljiani CA. Vinod G. Yennemadi CA.Uday Kumar Gurkar and Mr. Mohan A. Chandavarkar are the other members of the committee.The Company Secretary acts as the Secretary to the Committee. The CFO is the permanentinvitee to the Committee meeting. The Internal Auditor and the concerned partners/authorised representatives of Statutory Auditors are regular invitees of the Committeemeetings.

However with effect from May 10 2019 Composition of Audit Committee has been changedDr. Rahim Muljiani and CA. Vinod Yennemadi ceased to be member of Audit Committee pursuantto their resignations from the Board.

The Powers and Role of the Audit Committee are provided in the Corporate GovernanceReport. All recommendations made by the Audit Committee were accepted by the Board ofDirectors.

22. BOARD & DIRECTORS EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the AnnualPerformance Evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees based on the evaluation parameters formulated by the Nomination andRemuneration Committee. The manner in which the evaluation was carried out has beenexplained in the Corporate Governance Report.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized with their roles rights responsibilitiesof the Company the business model of the Company etc. through various programmes on acontinuous basis. Details of the familiarization program of independent directors aredisclosed on the website of the Company.

i.e.http://www.fdcindia.com/admin/images/Familiarisation_Programme_2018-19.pdf

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a Whistle Blower Policy for reporting genuine concerns orgrievances on fraud and mismanagement. The said Policy is explained in detail in theCorporate Governance Report.

The Company has not denied any person from accessing the Audit Committee. There were noallegations/ disclosures/ concerns received during the year under review in terms of thevigil mechanism established by the Company. The said Policy is also uploaded on thewebsite of the Company i.e.http://www.fdcindia.com/admin/images/Whistler_ Blower_Policy.pdf

25. CODE OF CONDUCT

Your Company has in place a Code of Conduct for Board Members and Senior ManagementPersonnel of the Company. The Code of Conduct lays down the standard of conduct which isexpected to be followed by the Directors and the Senior Management Personnel and theduties of Independent Directors towards the Company.

The Directors and Senior Management Personnel have affirmed compliance with the Code ofConduct applicable to them during the year ended March 31 2019. A Certificate dulysigned by the Managing Director on the compliance with the Code of Conduct is given inthe Corporate Governance Report. The said Code is available on the website of the companyi.e. http://www.fdcindia.com/admin/images/Code_of_Conduct_of_FDC_Limited.pdf

26. PREVENTION OF INSIDER TRADING

Your Company has in place a Policy on the Code of Conduct for Prevention of InsiderTrading with a view to regulate the trading in securities by the Promoters Directors andthe Designated Employees of the Company.

The same has also been uploaded on the website of the Company i.e. http://www.fdcindia.com/admin/images/Code_of_Conduct_For_Prevention_of_Insider_Trading.pdf

The Promoters Directors and the Designated Employees have affirmed compliance with theCompany's Code of Conduct for Prevention of Insider Trading.

27. RELATED PARTY TRANSACTIONS

During the year under review all Related Party Transactions entered into by theCompany were on an arm's length basis and in the ordinary course of business. Your Companyhas not entered into any contract arrangement or transaction with any Related Party whichwould be considered as the material under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board has also approved a policy on Related Party Transactions and the same hasbeen uploaded on the Website of the Company i.e. http://www.fdcindia.com/admin/images/Policy_on_Related_Party_Transactions. pdf

A statement giving details of all Related Party Transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. Omnibus prior approval was alsoobtained from the Audit Committee and the Board on an annual basis for repetitivetransactions.

Related Party Transactions as required under Accounting Standard are reported in thenotes to financial statement The particulars as required under Section 134(3)(h) of theCompanies Act 2013 are furnished as "Annexure - F" to this report.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN OF WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy on the Prevention Prohibition and Redressal ofSexual harassment at workplace in line with the requirements of The Sexual Harassment ofWomen of Workplace (Prevention Prohibition and Redressal) Act 2013.

The said Policy is available on the website of the Company i.e. http://www.fdcindia.com/admin/images/ Sexual_Harassment_Policy.pdf

An internal Sexual Harassment Committee has also been set up to redress the complaintsreceived regarding sexual harassment. The Company has not received any complaints duringthe year under review.

29. AUDITORS AND AUDIT REPORTS

a. STATUTORY AUDITORS

Auditor's Report for the year under review does not contain any qualificationsreservations or adverse remarks.

b. COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audits) Rules 2014 the Board of Directors on the recommendation of the AuditCommittee have re-appointed M/s. Sevekari Khare & Associates (Firm Registration No.000084) Cost Accountants Mumbai as Cost Auditors of the Company to carry out the auditof cost records of the Company. The said Auditors have confirmed their eligibility forappointment as Cost Auditors.

As required under the Companies Act 2013 and Rules made thereunder the requisiteresolution for ratification of remuneration of Cost Auditors by the Members has been setout in the Item No. 10 of Notice of the 79th Annual General Meeting of your Company.

The Cost Audit Report for the year ended March 312018 was filed with the Ministry ofCorporate Affairs on August 30 2018 within the prescribed time.

c. SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. Sanjay Dholakia and Associates (PCS No.1798)(Company Secretaries in Practice) undertaken the Secretarial Audit of the Company for theyear ended March 31 2019. The Secretarial Audit Report is annexed as "AnnexureG" to this Report. There is no qualification reservation adverse remark ordisclaimer in the said Report.

30. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review the Statutory Auditors Secretarial Auditors and CostAuditors have not reported any instances of fraud committed in the Company by its officersor employees to the Audit Committee under section 143(12) and Rule 13 of the Companies(Audit and Auditors) Rules 2014 of the Companies Act 2013.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been a socially responsible corporate citizen who is well awareand sensitive to the needs of the underprivileged people around it. During the year underreview the Company has undertaken various socio-economic activities such as NutritionalProgrammes environmental awareness improving water resources/ structure in the villagessurrounding our Plants Construction of Toilets at Schools/ Backward regions etc. throughTrust Non-Governmental Organisation and directly by the Company.

Your Company is doing its best to undertake various needs based activities incompliance with Schedule VII to the Companies Act 2013.

The CSR policy is available on the website of the Company i.e.http://www.fdcindia.com/admin/images/ Corporate_Social_Responsibility_Policy.pdf

In accordance with the provisions of Section 135 of the Companies Act 2013 anabstract on the Company's CSR activities is appended as "Annexure H" to thisreport.

32. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act 2013 and the Amendmentmade thereunder the Form MGT 9 providing an extract of the Annual Return is annexed as anAnnexure - I and also available on the website of the Company i.e. http://www.fdcindia.com

33. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATIONAND PROTECTION FUND (IEPF)

a. Pursuant to the provisions of the Companies Act 2013 read with IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 as amended declared dividends whichremained unpaid or unclaimed for a period of 7 (Seven) years have been transferred by theCompany to the IEPF which has been established by the Central Government.

Your Company has been sending reminders to those Members having unpaid/unclaimeddividends before transfer of such dividend(s) to IEPF. Details of the unpaid/unclaimeddividend are also uploaded on the Company's website i.e. www.fdcindia.com .

Members who have not encashed their dividend pertaining to Final Dividend 2011-2012and onwards are advised to write to the Company immediately for claiming dividendsdeclared by the Company.

b. In view thereof after complying with the prescribed procedure 47714 shares onwhich dividend remained unclaimed for 7 (Seven) consecutive years were transferred toIEPF account in the year 2018. Your Company has uploaded the details of such Shareholderswhose shares are transferred to IEPF account on the website of the Company i.e.www.fdcindia.com . The procedure to claim the shares transferred to IEPF account has alsobeen uploaded on the website.

34. ENVIRONMENT HEALTH AND SAFETY

Environment Health and Safety are a part of the Management responsibilities andconcerns. Your Company has been providing various kinds of medical assistance to thefamilies of its employees. Periodic health checkups are also carried out for all theemployees. Employees are also educated on safety and precautionary measures to beundertaken on their job.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulatory tribunal or courtthat would impact the going concern status of the Company and its future operations.

36. ACKNOWLEDGEMENTS

Your Directors would like to express and place on record their sincere appreciation forthe continued co-operation and support received from the Medical fraternity GovernmentAuthorities and Agencies Stock Exchanges Financial Institutions Investors BankersConsumers Vendors and Members during the year under review. Your Directors also place onrecord their appreciation for the hard work and contribution of all the employees of theCompany.

For and on behalf of the Board

Place : Mumbai CA. UDAY KUMAR GURKAR
Date : May 24 2019 Chairman of the Board