Dear Members,
Your Directors take pleasure in presenting the 83rd Annual Report
together with the Audited Accounts of FDC Limited ("the Company/your Company")
for the year ended March 31, 2023 ("the Year").
1. FINANCIAL RESULTS
(' in Lakhs)
Particulars |
Standalone |
Consolidated |
|
FY 202223 |
FY 202122 |
FY 202223 |
FY 2021-22 |
Revenue from Operations |
1,77,703.21 |
1,51,896.51 |
1,78,375.02 |
1,52,791.95 |
Other income |
5,391.16 |
7,873.35 |
4,985.56 |
7,609.49 |
Total Income |
1,83,094.37 |
1,59,769.86 |
1,83,360.58 |
1,60,401.44 |
Profit (before finance costs and
depreciation/ amortization) |
30,848.73 |
32,557.98 |
30,082.99 |
32,978.17 |
Finance costs |
403.86 |
304.79 |
408.72 |
308.95 |
Depreciation and amortization |
3,875.76 |
3,708.11 |
3,893.94 |
3,730.21 |
Profit Before tax |
26,569.11 |
28,545.08 |
25,780.33 |
28,939.01 |
Less: Taxation |
-Current Tax |
6,900.00 |
6,800.00 |
6,902.05 |
6,854.71 |
-Deferred Tax |
(427.53) |
(218.48) |
(504.53) |
467.81 |
Profit After Tax |
20,096.64 |
21,963.56 |
19,382.81 |
21,616.49 |
Other Comprehensive Income/(Loss) for the
year |
72.04 |
764.62 |
84.58 |
699.70 |
Total Comprehensive Income/(Loss) for the
year |
20,168.68 |
22,728.18 |
19,467.39 |
22,316.19 |
Earnings per equity share (Basic &
Diluted) (Face value '1) |
12.09 |
13.01 |
11.66 |
12.81 |
2. COMPANY'S PERFORMANCE
On a consolidated basis, your Company achieved a total income of '
1,83,360.58 Lakhs for FY 2022-23 as against total income of ' 1,60,401.44 Lakhs in the
previous year. Your Company reported a net profit of ' 19,382.81 Lakhs for FY 2022-23
against a net profit of ' 21,616.49 Lakhs for the previous financial year.
On a standalone basis, your Company achieved a total income of '
1,83,094.37 Lakhs for FY 2022-23 as against total income of ' 1,59,769.86 Lakhs in the
previous year. Your Company reported a net profit of ' 20,096.64 Lakhs for FY 2022-23
against a net profit of ' 21,963.56 Lakhs in the previous financial year.
3. TRANSFER TO RESERVES
During the year, the Company had transferred the amount of '50,000
Lakhs from Retained Earnings to General Reserves.
4. CHANGE IN NATURE OF BUSINESS:
During the year, there is no change in nature of business of the
Company.
5. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 31,2023 is
as follows:
Subscribed and Paid-up share capital : |
March 31, 2023 |
March 31, 2022 |
16,59,10,084 (Previous year |
16,59,10,084 |
16,88,10,084 |
16,88,10,084) Equity shares of |
|
|
' 1 each, fully paid-up |
|
|
(During the year the Company had Bought back its 29,00,000 Equity
Shares through Stock Exchange. The buyback was approved by board of directors at their
meeting held on February 09,2022 and Completed on May 12, 2022).
6. DIVIDEND
The Company has not declared Dividend during the financial year ended
March 31,2023.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is available on the
Company's website at https://www.fdcindia.com/pdf/ policies/DIVIDEND DISTRIBUTION
POLICY OF FDC LIMITED.pdf.
7. Management Discussion and Analysis FY 2022-23
The Management of the Company presents the analysis of the
Company's performance for the financial year ended on March 31, 2023, and its outlook
for the future. This outlook is based on an assessment of the current business
environment. It may vary due to future economic and other developments, both in India and
abroad.
WORLD ECONOMIC OUTLOOK, APRIL 2023: A ROCKY RECOVERY
The baseline forecast is for growth to fall from 3.4% in 2022 to 2.8%
in 2023, before settling at 3.0% in 2024. Advanced economies are expected to see an
especially pronounced growth slowdown, from 2.7% in 2022 to 1.3% in 2023. In a plausible
alternative scenario with further financial sector stress, global growth declines to about
2.5% in 2023 with advanced economy growth falling below 1%. Global headline inflation in
the baseline is set to fall from 8.7% in 2022 to 7.0% in 2023 on the back of lower
commodity prices but underlying (core) inflation is likely to decline more slowly.
Inflation's return to target is unlikely before 2025 in most cases.
(Source: World economic outlook, IMF report as per April 2023 Report)
INDIAN ECONOMY OVERVIEW
As per the World Bank, India's growth continues to be resilient
despite some signs of moderation. The update notes that although significant challenges
remain in the global environment, India maintains its position as one of the fastest-
growing economies in the world. The overall growth remains robust and is estimated to be
6.9% for the full year, with real GDP growing 7.7% year-on-year during the first three
quarters of FY 2022-23. There were some signs of moderation in the second half of FY
2022-23. Growth was underpinned by strong investment activity bolstered by the
Government's capex push and buoyant private consumption, particularly among higher
income earners. Inflation remained high, averaging around 6.7% in FY 2022-23 but the
current-account deficit narrowed in Q3 on the back of strong growth in service exports and
easing global commodity prices.
ECONOMIC OUTLOOK
After real GDP contracted in FY 2020-21 due to the COVID-19 pandemic,
growth bounced back strongly in FY 2021-22, supported by accommodative monetary and fiscal
policies and wide vaccine coverage. Consequently, in 2022, India emerged as one of the
fastest-growing economies in the world, despite significant challenges in the global
environment - including
renewed disruptions of supply lines following the rise in geopolitical
tensions, the synchronized tightening of global monetary policies, and inflationary
pressures.
In FY 2022-23, India's real GDP expanded by an estimated 6.9%.
Growth was underpinned by robust domestic demand, strong investment activity bolstered by
the Government's push for investment in infrastructure, and buoyant private
consumption, particularly among higher income earners. The composition of domestic demand
also changed, with Government consumption being lower due to fiscal consolidation.
Since Q3 FY 2022-23, however, there have been signs of moderation,
although the overall growth momentum remains robust. The persisting headwinds - rising
borrowing costs, tightening financial conditions and ongoing inflationary pressures - are
expected to weigh on India's growth in FY 2023-24. Real GDP growth is likely to
moderate to 6.3% in FY 2023-24 from the estimated 6.9% in FY 2022-23.
Both the general government fiscal deficit and public debt to GDP ratio
increased sharply in FY 2020-21 and have been declining gradually since then, with the
fiscal deficit falling from over 13% in FY 2020-21 to an estimated 9.4% in FY 2022-23.
Public debt has fallen from over 87% of GDP to around 83% over the same period. The
consolidation has largely been driven by an increase in revenues and a gradual withdrawal
of Covid-19 pandemic-related stimulus measures. At the same time, the Government has
remained committed to increasing capital spending, particularly on infrastructure, to
boost growth and competitiveness.
(Source: IMF data Analysis as updated on July 12, 2023)
GLOBAL PHARMACEUTICALS INDUSTRY ANALYSIS AND TRENDS 2023
The global pharmaceutical market is expected to grow in the upcoming
years despite recent slowdowns in key markets across the globe. This is attributed to the
aging and growing population, rising income levels, emerging medical conditions, and the
emergence of new diseases.
As per the research, the global pharmaceutical industry will be worth
US$ 1.57 Trillion by 2023. The growth in this market is predicted on the basis of various
factors like market drivers, current and upcoming trends, the current growth pattern, and
market challenges.
In 2023, North America is expected to retain its leading position in
the global pharmaceuticals market, with a market share of 45.33%, demonstrating an
increase in its market share as compared to 2017. Europe, on the contrary, is expected to
see a decline in its market share compared to 2017 and be worth 20.24% of the global
pharma industry in 2023. The Asia-Pacific region's pharmaceuticals market is expected to
retain its second position with a market share of 24.07% in 2023. Latin America and the
Middle East, and Africa (MEA) are expected to retain 7.53% and 2.96% market share of the
global pharmaceuticals market in 2023.
(Source: ReportLinker.com Mar' 23)
INDIAN PHARMACEUTICAL INDUSTRY
The Indian pharmaceutical market has grown by 7.9% in FY 2022-23 with a
turnover of ' 2,005 Billion. In the last nine years, the Indian Pharma sector has grown
steadily at a CAGR of 9.43%. India's domestic pharmaceutical market stood at US$ 25
Billion in FY 2022-23. It is likely to reach ~US$ 120 Billion by 2030. According to the
Indian Economic Survey 2021, the domestic market is expected to grow three times in the
next decade. The pharma sector has been consistently earning trade surplus. The
pharmaceutical exports from the country have seen a growth of 3.25% at US$ 25.39 Billion
during FY 2022-23, as compared to US$ 24.59 Billion in the previous fiscal year. The
Indian ayurvedic products market size reached ' 626 Billion in 2022. Looking forward,
IMARC Group expects the market to reach ' 1,824 Billion by 2028, registering a CAGR of
19.3% during FY 2023-28. The increasing prevalence of medical disorders, rising health
consciousness among consumers, and the easy availability of ayurvedic products through
online and offline distribution channels represent some of the key factors driving the
market. Transformed over the years as a vibrant sector, presently the Indian pharma ranks
third in pharmaceutical production by volume. The Indian pharmaceutical industry also
plays a significant role globally. India has the highest number of USFDA-compliant pharma
plants outside of USA. There are 500 API manufacturers contributing about 8% to the global
API industry. In supplying generic medicines, India has a 20% share of the global supply,
manufacturing 60,000 different generic brands across 60 therapeutic categories.
(Source: Department of Pharmaceuticals, PwC, McKinsey, AIOCD AWACS,
IQVIA, CII, Annual Report 2021-22 of Govt of India DoP)
INDIAN PHARMACEUTICAL EXPORTS
The pharmaceutical exports from the country have seen a growth of 3.25%
at US$ 25.39 Billion during FY 2022-23, as compared to US$ 24.59 Billion in the previous
fiscal year.
India's exports to the world rose 2.37 times in Apr-Feb FY
2022-23. The exports during the year, however, have registered a higher percentage of
growth compared to the less than 1% growth in the previous fiscal year. For the month of
March, the Indian pharma firms exported US$ 2.48 Billion as compared to US$ 2.38 Billion
exports reported in the same month of last year, registering a growth of 4.19% last year.
It may be noted that the Government has earlier fixed a target of US$
27.4 Billion for pharmaceuticals exports for FY 2022-23 even though the global market have
various challenges which has an impact on the exports. The Government is targeting an 11%
growth during FY 2022-23, from a commendable growth in exports at US$ 24.4 Billion
achieved during FY 2021-22.
On the other hand, the imports of medicinal and pharmaceutical products
during FY 2022-23 registered a decline of 10.58%, at US$ 8.11 Billion as compared to US$
9.07 Billion in the previous fiscal year.
During March, 2023, the pharma imports were at US$ 706.02 Million as
compared to US$ 792.44 Million in the same month last year.
The Economic Survey FY 2022-23, released ahead of the Union Budget
2023, has said that pharma exports have performed well to report growth in the recent
past, despite the global trade disruptions and drop in demand for Covid-19
pandemic-related treatments.
(Source: Pharmabiz)
INDUSTRY VISION 2025 Road Ahead
The Indian pharmaceutical market is expected to grow to US$ 100 Billion
by 2025, driven by increasing consumer spending, rapid urbanization, and raising
healthcare insurance, among others.
Going forward, better growth in domestic sales would also depend on the
ability of companies to align their product portfolio towards chronic therapies for
diseases, such as cardiovascular, anti-diabetes, anti-depressants, and anticancer that are
on the rise.
The Indian Government has taken many steps to reduce costs and bring
down healthcare expenses. The speedy introduction of generic medicines into the market has
remained in focus and is expected to benefit Indian pharmaceutical companies. In addition,
the thrust on rural health programs, lifesaving medicines, and preventive vaccines also
augurs well for pharmaceutical companies.
(Source: Consolidated FDI Policy, Department of Industrial
Policy & OTC Growth
Promotion (DIPP), Press Information Bureau (PIB), Media Reports,
Pharmaceuticals Export Promotion Council)
FACTORS DRIVING INNOVATION AND GROWTH IN PHARMACEUTICAL INDUSTRY
Research and Development (R&D)
R&D is vital to most industries, but it is a priority for the
pharmaceutical industry. It allows companies to make new medicines to address evolving,
complex, and specialized disorders. Many new drugs are being introduced into the market.
As a result, these drugs are highly purchased by the people, providing further growth to
the industry. Thus, R&D generates income for the companies but also saves lives. We
are witnessing new vaccines being developed for the constantly mutating COVID-19 pandemic
virus.
Government Regulations
Government regulations play a significant role in determining the
profitability of the pharmaceutical industry. It includes safety standards,
certifications, and drug-related laws. It also controls aspects such as pricing,
advertisements, and a check on the production of unlicensed drugs.
Each successive Government administration controls the pharmaceutical
industry to a different degree. Complying with the strict rules of the regulating bodies
cost the pharmaceutical industry Millions of dollars annually.
Consumer Demand
Consumer demand is an essential factor affecting growth in the
pharmaceutical sector. Customers are now more educated and have access to accurate drug
information. That is why the consistent demand for affordable drugs is rapidly increasing,
affecting the pharmaceutical industry's growth directly and indirectly. Consumer demand
for pharmaceuticals as maintenance therapy and 'lifestyle' medications that enhance one's
health and well-being has grown tremendously. This increase is a significant driver of
industry growth. Tailored therapy is becoming a more significant portion of the
pharmaceutical market share as genetic testing allows for new, highly targeted therapies
for many conditions.
Managed Care and Insurers
Pharmacists in managed care perform functions, including drug
distribution, patient safety monitoring, clinical program development, business
operations, and cost management. The price of prescription drugs is often paid by
healthcare organizations and third-party insurers as consumers. It helps third-party
payers negotiate prices for drugs. In this way, the price rates are lowered, thus
depressing pharmaceutical industry profit margins.
Branded Drugs and Speciality Medicines
Branded drugs and speciality medicines drive innovation and growth in
the pharmaceutical sector. The portion of branded drugs is 75% of the spending on
speciality drugs.
Off Patent Drugs
Healthcare reforms help increase the use of generic medicine to
facilitate an increase in market size, contributing to the growth of the pharmaceutical
sector.
OTC Growth
With an aging population and a trend to buy drugs over the counter
without visiting a doctor, the pharmaceutical sector has witnessed significant growth in
sales. It is observed that many drugs are re-classified, shifting from prescription-only
medications to over-the-counter medications. As that happens, there is an increase in the
market size of generic medication.
Innovations in Oncology, Autoimmune Diseases, such as Diabetes
Innovations in oncology, autoimmune, and diabetes treatment in the
international pharmaceutical market ensure advancement in treatments and prevention will
drive market growth.
Changing Lifestyles
We live in a highly competitive world where life is swift and
stressful. Unhealthy eating habits and a lack of daily exercise have resulted in high
obesity rates, increased incidences of heart-related diseases, depression, and other
physical problems. Today's generation is increasingly resorting to health supplements. It
increased the consumption of vitamins and minerals, which is a great growth driver.
Increased Income and Chronic Diseases
With the increase in the middle-class population, both emerging and
developed markets mean more disposable income and the expectation of better healthcare
solutions. With the growth and digitalization of the pharmaceutical industry, the drivers
of growth are easily identified to support the emerging markets with accrued trends across
the globe.
(Source: Worldhealthcarepharma.com)
(Source: BMI, India Biz, Nicholas Hall & Company, IQVIA)
OPPORTUNITIES IN HEALTHCARE
Healthcare Infrastructure: An additional three Million beds will be
needed for India to achieve the target of three beds per 1,000 people by 2025. Also, India
will have one doctor for every 800 patients by 2030. An additional 1.54 Million doctors
and 2.4 Million nurses will be required to meet the growing demand for healthcare. By
2025, 58,000 job opportunities are expected
to be generated in the healthcare sector, while over US$ 500 Billion is
anticipated to be spent on medical infrastructure by 2030. India has made strategic
interventions in the National Health Mission and the national disease control programs
over the years, to ensure quality and affordable healthcare for all.
Medical Devices: The medical devices market is expected to reach
US$ 13 Billion by 2025, backed by a rising geriatric population, growth in medical
tourism, and the declining cost of medical services
Health Tech: Compared to its physical counterparts, e-pharmacy has
emerged in recent years as a superior and more practical strategy for addressing consumer
problems and delivering excellent customer solutions. It is anticipated to register a CAGR
of 22.20% from 2022 to 2027, when it is expected to reach ' 89.47 Billion
(Source: BMI, Drug Controller General of India, www.
researchandmarkets.co)
COMPANY OVERVIEW
FDC Limited (referred to as 'FDC' or 'The Company') is an
established player in the pharmaceutical industry and a pioneer in developing specialized
formulations. The Company holds a leading position in the oral rehydration salt category,
along with its ophthalmic range of solutions. The Company's R&D facility is the
backbone of its affordable and highly efficient products across various categories. FDC
operates actively in India as well as internationally. During FY 2022-23, FDC earned a
revenue from operations of ' 1,777.03 Crore, out of which revenue from export stood at '
324 Crore.
COMPANY GROWTH
FDC grew by 16%, against domestic industry growth of 7.9%. The Company
has crossed ' 2,000 Crore mark for the first time in history in IQVIA secondary sales
data. Electral has crossed ' 400 Crore, sales while Zifi achieved ' 350 Crore sales mark
and Enerzal reached ' 170 Crore. During the year, the Company's anti-infective,
gastro-intestinal, vitamins / minerals / nutrients, ophthal and derma segments performed
well, registering growth of 16%, 33%, 20%, 19% and 19%, respectively. In FY 2022-23, the
incremental value measuredly came from antiinfective, gastro-intestinal and vitamins /
minerals / nutrients As per IQVIA data, FDC ranks as the second-fastest growing company
among the top 25 corporations on an annual basis.
(Source: IQVIA Secondary Sales Audit March 2023)
EXPORTS
USA
Second to the domestic market, FDC derives its majority of revenues
from the US market. The Company's U.S. sales have exhibited significant growth over
the past financial year, and
the sales are gradually inching back to pre-Covid-19 pandemic levels.
The Company's partners in the US market have successfully revived the sales
post-Covid-19 pandemic of key products like Timolol 0.5% ophthalmic solution,
Ciprofloxacin 0.3% ophthalmic solution, Ofloxacin 0.3% ophthalmic solution &
Dorzolamide 2%, Timolol 0.5% ophthalmic solution. FDC has also benefited from the support
extended by the operations team in increasing the production cycles and batch sizes of
Dorzolamide 2%, Timolol 0.5% ophthalmic solution 10 ml to support the increasing volume
requirements of the US customers.
The US Generic Market pricing has been under pressure due to higher
competitive intensity in the form of a rise in the number of drug approvals, increasing
interest rates, market consolidation, and an increase in competition with each passing
year. Cost pressures will remain in the near-term, and the Company will endeavor to
optimize its supply chain by increasing the production batch sizes wherever possible to
stabilize the price pressure in the base business of generic ophthalmic product sales. FDC
is confident of sustained growth in the US market, despite the challenges of price
deflation and the continually changing market scenario among stricter regulatory controls.
UK
FDC International UK, the 100% subsidiary of FDC Limited, India,
generated a total revenue of GBP 1.06 Million through sales of key products like Sodium
Cromoglicate 2% Eye drops 13.5 ml, Chloramphenicol 0.5% Eye drops 10 ml & Timolol 0.5%
Eye drops 5 ml against the revenue of GBP 1.46 Million of the last financial year.
The sales were affected owing to high inventory of competitor stocks
for Sodium Cromoglicate 2% Eye drops 13.5 ml, one of the top selling products in the UK
market. Also, significant unforeseen delays in getting batch releases from the UK testing
laboratory, facing issues with their personnel, have affected sales in FY 2022-23.
Corrective measures have been taken swiftly, and additional labs have been actioned and
approved by the UK technical team.
Additional products in the ophthalmic space are being filed in FY
2023-24. Apart from this, certain non-ophthalmic products are also being evaluated to be
included into the UK basket.
FDC continues to supply its anti-diarrheal and ophthalmic products to
reputed global NGOs. These NGOs include UNICEF-Denmark, MSF-France/Belgium, and WHO.
Additionally, the Company supplies its products to local NGOs and Government bodies in
Africa & Southeast Asia, and Oceania, thus maintaining its reputation of being one of
the preferred suppliers for emergency supplies worldwide.
New product registrations have been received in ROW countries,
and there are several other products in the pipeline awaiting
registration.
Asia
In FY 2022-23, FDC experienced significant growth and success in the
Asia region. The Company's total business in Asia reached approx. ' 38.38 Crore,
reflecting an impressive growth rate of 83% compared to the previous financial year.
Among the countries in the Asia region, Malaysia, New Zealand, Myanmar,
Australia, and Hong Kong emerged as the key contributors, accounting for approximately 88%
of FDC's business in Asia. Malaysia stood out as the highest contributor, with a
remarkable growth rate of 247% over the last year.
New Zealand's market continued to be a consistent major
contributor to the Company's Asia business. This year, FDC achieved ' 10.8 Crore in
New Zealand, demonstrating a growth rate of 63% compared to the previous year.
The Company's sales turnover in Myanmar reached ' 5.2 Crore, with
its flagship brand 'Electral' experiencing exceptional growth at a rate of 149% over
the previous year.
Ophthalmic and ORS remain the prime categories that drive FDC's
export business in the region. Among the Company's top 10 products, which
collectively contributed to 70% of the total business in Asia, notable brands include the
Electral range, Salmodil syrup, Latanoprost 0.005% Eye Drops, and Chloramphenicol 0.5% Eye
Drops.
Additionally, the Company is pleased to announce the successful
registration of I Lube Eye Drops - Polyvinyl Alcohol BP 1.4% w/v + Povidone BP 0.6% w/v in
Malaysia. This marks a significant milestone for FDC as it takes its first step into the
medical devices segment in Asia.
In line with FDC's strategic growth initiatives, it successfully
launched its business in Uzbekistan by introducing four products from our ophthalmic
range, expanding its reach and strengthening its presence in the CIS region.
As FDC advances, it remains committed to pursuing growth opportunities,
by establishing its products in Southeast Asia & CIS region. This includes both
finished formulations and medical devices. With a solid foundation in the Asia region, the
Company is well-positioned to capitalize on emerging markets and expand its global
footprint.
Africa
In FY 2022-23, the Africa region registered a business of ' 38.20
Crore, a growth of 49% over the previous year and contributing 22% to overall exports.
FDC's presence is in 21 countries, with the top countries
contributing (Ethiopia/Tanzania/Zimbabwe/Botswana / Uganda) to 82% of regional sales.
With the successful launch of the electral zinc kit (9.2 Crore)
registered and commercialized in ten African countries
(Ethiopia/Tanzania/Uganda/Botswana/Mauritius/ Congo/ Guinea/Senegal, and
Mauritania/Lesotho), further with the launch of Electral Ready to Drink & Electral Z
powder in single sachets, will further propel the segment to ' 16 Crore.
RESEARCH AND DEVELOPMENT Formulations
The R&D formulations team at FDC Limited is committed to developing
quality products at affordable prices at a faster pace. The team constantly innovates to
develop top-quality pharmaceutical products for both domestic and global markets. The
scientists are engaged in developing new, simple and complex products using innovative
technologies and robust development strategies. A stimulating work environment provides
the impetus to deliver quality products within the stipulated timelines. There is a
constant thrust to address patient needs and efforts to develop products for their
treatment. The team has successfully developed and transferred challenging, technology
intensive complex products from the laboratory to the commercial level. Many products are
ready to be developed at R&D and await slots for technology transfer and
commercialization.
Key Highlights
ANDA exhibits batch execution of Bimatoprost Ophthalmic Solution
0.03% and Moxifloxacin Ophthalmic Solution 0.5%
Exhibit batch execution of Atropine Sulphate ED 1% for the UK
market
ANDA filing of Olopatadine ophthalmic solution 0.1% and 0.2%
Improvement in process efficiency and yield for ZIFI 200, ZIFI
CV and Amodep AT products
DCGI approval for ORS with Zinc sachets of 4.38g and 21.9g
SYNTHESIS AND ANALYTICAL
FDC's R&D center located at Kandivali (Mumbai) engages in the
process of developing niche products, particularly in the areas of ophthalmic,
anti-hypertensive, anti-fungal, anti-diabetic, anti-histaminic, bronchodilator and
anti-bacterial new chemical entity (NCE). Currently, the Company is also focused on the
development of API for COPD, for example, Glycopyrrolium bromide. The work on life cycle
management of existing drug substances and the synthesis of generic peptide molecules for
treatment of leucoderma (skin pigmentation), osteoporosis and anti-diabetic is also being
carried out. These initiatives are aimed at cost effectiveness, backward integration, and
meeting
regulatory requirements to attain accreditation from various World Drug
Regulatory Authorities.
The other highlights of the process of developing generic drug
molecules are:
The R&D center is equipped with a new state-of-the-art
peptide development laboratory with advanced equipment
Development of non-infringing processes
Usage of environment friendly chemicals
Analytical method development is performed using UPLC systems
Application of green chemistry principles for protection of the
environment and to reduce aqueous effluents
Development of desired polymorphs utilizing ultramodern
instruments like XRD, LCMS and GCMS systems
Use of classical chemistry for the development of chiral drugs
using advanced parallel synthesizer equipment
Advanced state-of-the-art new flash and preparative
chromatography technique for enhancing purity and yield on a commercial scale
Implementation of electronic laboratory notebook software with
21 CFR compliance for recording daily experiments. Moving towards state-of-the-art 21 CFR
compliant R&D center
Scale up and technology transfer activities ensure overall
chemical safety and the protection of inventions through intellectual property rights.
R&D obtained three Indian patents for innovative process development
Life cycle management of existing products from a green
chemistry point of view, yield improvement and cost reduction
Selective enzymatic process for a single required isomer NUTRACEUTICALS
R&D foods majorly formulate nutraceutical products, such as
non-carbonated water-based beverages and other food products that offer additional health
benefits besides their basic nutritional value. Nutraceuticals are derived from natural
sources and contain scientifically proven active ingredients that promote health. The
demand for nutraceuticals and dietary supplements has been steadily increasing in recent
years, due to consumer awareness of the importance of preventive healthcare and as they
are seeking natural and alternative ways to improve their well-being. In the global
market, nutraceuticals and functional foods have become one of the fastest-growing
segments, driving the R&D team to constantly deliver market
research and develop new formulations in line with ongoing trends. This enables them to
create innovative products that cater to diverse consumer needs and preferences, while
ensuring cost-effective solutions.
KEY HIGHLIGHTS
Enerzal Zero Powder launched
Zefrich RTD 10gm launched
Infant milk substitute formulation for MumMum 1, MumMum 2, Simyl
MCT, and Simyl LBW trials were completed to match the specifications and requirements as
per the Foods for Infant Nutrition Regulation of the FSSAI, and additional changes were
made according to market trends by completely removing sugar from the product launched
Immunity boosting drink R5 launched
Enerzal Powder fortification with Natural Vitamin C, Ginseng
& Zinc; a trial completed product under stability
AV-Uti formulation frozen; trials scheduled
Other products such as, Enerzal with juice concentrate in all
RTD format, Simyl MCT Oil fortification, MumMum 1 fortification, and Humyl reformulation,
among others, are under development
a) G-CSF PROJECT
We have successfully renewed the Test license in Form 29 (No 201538805
dated July 12, 2023 Valid till July 11, 2026) to manufacture Filgrastim bulk product in
our GMP approved bioprocess facility for clinical trial purpose.
The necessary SOPs as well as the QMS system have been reviewed and
updated and the process validation documentation finalized. We are proceeding with the
batches for process validation shortly. There was a holdup due to non-availability of
chromatography resins from the supplier which is required for the purification process of
G-CSF. The same has been resolved and we have received the said in the last week of July.
As we are proceeding with batches for clinical trial material
generation, it was decided to replace old major equipment such as the steam generator
& AKTA purification System (both procured almost 20 years back). The task has been
completed with both equipments installed and qualified.
We shall now be proceeding with 3-5 batches of Filgrastim to obtain
bulk API for process validation studies. These
shall be characterized and then filling will be done in DCGI approved
facility for the finished dosage form (pre-filled syringe facility) and these same batches
will be taken for the stability studies & clinical trials.
b) THIRD GENERATION THROMBOLYTE PROJECT
As informed earlier we have signed a master service agreement with an
external party to develop the purification strategy.
The party has completed the fourth milestone i.e optimized intermediate
scale up process condition for further scale up and production. The purified sample
obtained by the party are being analyzed for activity and then the feasible process will
be transferred to our R & D facility at Jogeshwari.
Lab scale upstream processing (10L capacity) was conducted at our R
& D bioprocess facility and the cell paste and inclusion bodies required in large
quantities by the external party for scale up studies were submitted for final processing.
We are procuring the necessary consumables and reagents for technology
transfer of purification strategy by the external party, once the final milestone is
completed and selected process is validated by them. The technology shall then be
transferred to FDC and necessary training / demonstration will be provided by an external
party.
c) Ranibizumab
Due to rising interest in monoclonal antibody segment, the management
was keen on Ranibizumab molecule that is related to ophthalmics and used for age-related
macular degeneration. In this regard we had scouted and then shortlisted few external
parties with technology for the project Ranibizumab. Proposals have been obtained from
parties after discussion and the same has been submitted to the management for their
review and consideration.
MICROBIAL TESTING LAB
The R&D MTL lab has performed screening of the promising NCEs
synthesized in large quantities to ensure that the efficacy observed in primary screening
is consistent and reproducible.
Acute oral toxicity studies were conducted on three shortlisted NCEs
(HY-27, TNF-18, and HY-13) in Sprague Dawley rats at M/s Vivo Biotech. The report shows
that all three moieties are non-toxic and classified as Category 5 or unclassified as per
GHS. These molecules, in large quantities, have been handed over to the R&D
formulation department for further development into oral as well as topical multi-dosage
forms.
FINANCIAL PERFORMANCE HIGHLIGHTS
In FY 2022-23, FDC registered a standalone total income of '
1,83,094.37 Lakhs compared to ' 1,59,769.86 Lakhs in the previous year. The earnings
before interest and depreciation amounted to ' 30,848.73 Lakhs in FY 2022-23 as compared
to ' 32,557.98 Lakhs in the previous year. The net profit after taxation stood at '
20,096.64 Lakhs in FY 2022-23 as compared to ' 21,963.56 Lakhs in the previous year. On a
consolidated basis, the Company registered a total income of ' 1,83,360.58 Lakhs in FY
2022-23 as compared to ' 1,60,401.44 Lakhs in the previous year.
Financial Ratios |
FY
2022-23 |
FY
2021-22 |
Difference |
%
Change |
Debtors' Turnover Ratio (days) |
14.66 |
19.06 |
(4.4) |
23.10% |
Inventory Turnover Ratio (days) |
1.74 |
1.93 |
(0.19) |
(9.84%) |
Interest Coverage Ratio (times) |
0 |
0 |
0 |
0 |
Current Ratio |
3.29 |
3.65 |
(0.36) |
(9.96%) |
Debt Equity Ratio |
0.00005 |
0.00011 |
(0.00006) |
(48.92%) |
EBIDTA Margin (%) |
17% |
20% |
|
(15%) |
Net Profit Margin (%) |
15% |
18% |
|
(17%) |
INTERNAL FINANCIAL CONTROL AND ADEQUACY
FDC believes that internal control is a prerequisite of governance and
that action emanating from agreed-upon business plans should be exercised within a
framework of checks and balances. The Company has a well-established internal control
framework that continuously assesses the adequacy, effectiveness, and efficiency of
financial and operational controls. The Management is committed to ensuring an effective
internal control environment that aligns with the size and complexity of the business.
This framework guarantees compliance with internal policies, applicable laws, regulations
that safeguards FDC's resources and assets.
The Company has an internal audit department that conducts audits
throughout the year. The Management considers the recommendations made by the department
and takes appropriate actions accordingly.
HUMAN RESOURCE
FDC is fully committed to providing a safe, secure, and healthy working
environment for its employees. The Company
consistently aims to outperform industry benchmarks, both external and
internal, in terms of employee performance and productivity. The goals and philosophies of
the organization are intimately related to the professional ambitions of individuals and
teams at all levels, providing a clear sense of direction and purpose. FDC places
significant emphasis on developing a culture of inclusiveness and respect, making sure the
workplace is safe, concentrating on developing skills and careers, and defending human
rights as its main areas for driving HR initiatives. One of the essential elements of
sustainable growth is being future-ready. As part of its core goal, the Company is
creating synergy and cultural integration through well-coordinated leadership programs for
top leaders. To assist the sales force with products, scientific knowledge, and selling
strategies, it has an internal training and development team. Additionally, FDC runs
several programs on management effectiveness to enhance personnel skills and leadership
potential for sales leadership. The Company is planning to transition its sales team to an
e-learning platform in the upcoming fiscal year after seeing the value of contemporary
training methods. Self-paced learning will be offered through interactive approaches in
the web-based training. In line with the requirements of SEBI listing regulations, FDI has
adopted a 'Code of Conduct and Work Ethics Policy and a Whistle Blower Policy'. The
policy on whistle blower is uploaded on the Company's website, i.e., www.fdcindia.com.
CAUTIONARY STATEMENT
The statements, forming a part of this Report, may contain certain
forward-looking remarks with the meaning of applicable Securities Law and Regulations. The
Company's actual results, performances, or achievements may differ significantly from
any projected results, performances, or achievements due to a variety of variables.
Economic conditions on a national and worldwide level, changes to Government laws, the tax
system, and other statutes are all significant variables that could have an impact on the
Company's operations.
8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes and commitments affecting the financial position of
the Company have been occurred between the end of the financial year to which financial
statements relates and the date of this report.
9. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As per Regulation 34 of the SEBI Listing Regulations, with effect from
the financial year 2022-23, the top one thousand listed entities based on market
capitalization required to submit a Business Responsibility and Sustainability Report
("BRSR"). Hence, a BRSR of the Company for
Financial year ended March 31, 2023 containing basic information about
the Company's sustainability practices is annexed as "Annexure - A".
10. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements for the year ended March 31, 2023
pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual Report.
11. SUBSIDIARIES AND ITS OPERATIONS
The Company has 2 (Two) wholly owned Subsidiaries namely FDC Inc., USA
and FDC International Limited, UK and 1 (One) Subsidiary, namely Fair Deal Corporation
Pharmaceutical SA (Pty) Limited at South Africa. The Financials of the Subsidiary
Companies are disclosed in the Consolidated Financial Statements, which forms a part of
this Annual Report.
During the year, the Board of Directors has reviewed the affairs of the
subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("The Act") and the Rules made thereunder a statement containing salient
features of the Financial Statements of Subsidiary Companies in the prescribed Form No.
AOC-1' is annexed to this Report as "Annexure - B"
In accordance with the provisions of Section 136 (1) of the Act, the
following information has been uploaded on the website of the Company i.e. on https://www.fdcindia.
com/financial-result
(a) Annual Report of the Company, containing therein its Standalone and
the Consolidated Financial Statement; and
(b) Audited Financial Statement pertaining to the Subsidiary Companies.
The Company does not have any material subsidiary. The Company's
Policy for determining material subsidiaries is available on the Company's website at https://
www.fdcindia.com/pdf/policies/Policy on Material Subsidiaries.pdf
12. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134 of the Act (including any statutory
modification(s) and/or re-enactment(s) there- off for the time being in force), your
Directors subscribe to the "Directors' Responsibility Statement" and to the
best of their knowledge and ability, hereby confirm that:
(a) In the preparation of Annual Accounts for the year ended March 31,
2023, the applicable Accounting Standards have been followed along with proper
explanations relating to material departures, if any;
(b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on March 31, 2023 and
of the profit of the Company for the year ended on that date;
(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(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 the Company and they were adequate and operating effectively; and
(f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014, outstanding as on March 31, 2023, are set out in Notes to the financial statements
of the Company.
During the year, your Company has not given any Loans or Guarantees or
Investments in contravention of the provisions of Section 186 of the Act.
14. AUDITORS AND AUDIT REPORTS:
Statutory Auditor:
M/S. B S R & Co. LLP Chartered Accountants (Firm Registration No.
101248W/W-100022), were appointed as Statutory Auditors of the Company at the 82nd AGM
held on September 22, 2022 to hold office till the conclusion of the 87th AGM.
M/S. B S R & Co. LLP has confirmed that they are not disqualified
from continuing as Auditors of the Company.
The Statutory Auditors has given unmodified opinion on the financial
statements of the Company i.e. for the year ended March 31,2023. Hence, the Statutory
Auditors' report for Financial Year 2022-23 does not contain any other qualification,
reservation or adverse remarks which calls for any explanation from the Board of
Directors. The Auditors' report is
enclosed with the financial statements in the Annual Report.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Rules made
thereunder, the Board of Directors of the Company, on the recommendation made by the Audit
Committee, have appointed M/s. Sanjay Dholakia & Associates, Practicing Company
Secretary (Certificate of Practice No. 1798), as the Secretarial Auditor to conduct an
audit of the secretarial records for the financial year 2023-24, based on consent received
from Mr. Sanjay Dholakia.
The Secretarial Audit Report for the financial year 2022-23 is set out
in Annexure - C' to this Report.
The Secretarial Compliance Report received from M/s. Sanjay Dholakia
& Associates, for the financial year 2022-23, in relation to compliance of all
applicable Securities and Exchange Board of India ("SEBI")
Regulations/Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation
24A(2) of the SEBI Listing Regulations, is set out in Annexure - D' to this
Report.
The Secretarial Audit Report for Financial Year 202223 does not contain
any qualification, reservation, or adverse remark.
Cost Auditor:
Pursuant to Section 148(1) of the Act and the Companies (Cost Records
and Audit) Rules, 2014, the cost records are required to be maintained by the Company and
the same are required to be audited. The Company accordingly maintains the required cost
accounts and records.
The Board of Directors on recommendation of the Audit Committee had
re-appointed M/s. Sevekari Khare & Associates (Firm Registration No. 000084) Cost
Accountants, Mumbai as the "Cost Auditors" of the Company for the Financial Year
2022-23.
Further, the Board of Directors has, upon recommendation of the Audit
Committee have reappointed M/s. Sevekari Khare & Associates (Firm Registration No.
000084) Cost Accountants, Mumbai as the "Cost Auditors" of your Company for the
Financial Year 2023-24, subject to ratification of their remuneration at the ensuing 83rd
(Eighty Third) Annual General Meeting. The said Auditors confirmed their eligibility for
appointment and provided their consent to act as the Cost Auditors.
As required under the Act and Rules made thereunder, the requisite
resolution for ratification of remuneration of Cost Auditors by the Members has been set
out in the Notice of the 83rd Annual General Meeting of the Company.
15. PUBLIC DEPOSITS
The Company has not accepted any deposits falling under the ambit of
Section 73 and 76 of the Act and the Rules framed thereunder during the year.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Act and Rule 8
of the Companies (Accounts) Rules, 2014, is annexed as "Annexure - E" to
this Report.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In the opinion of the Board, all Independent Directors possess the
integrity, expertise and experience including the proficiency required for Independent
Directors of the Company, fulfill the conditions of independence as specified in the Act
and the SEBI Listing Regulations and are independent of the management and have also
complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.
During the year, there were no appointments/re-
appointments/resignations of any Board Members of the Company except following:
Appointment of Directors:
Appointment of Mr. Vijay Maniar (DIN: 00750905) as a Non-Executive
Independent Director for first term of five (5) years effective from August 04, 2022 to
August 03, 2027.
Mr. Vijay Maniar is a fellow member of the Institute of Chartered
Accountant of (ICAI) who carries 35 years of experience. He was with the assurance
practice of S R Batliboi (member firm of EY) for 22 years. Mr. Maniar has extensive
experience of managing audits of listed and unlisted corporates (Indian &
Multinational) across a multitude of sectors including retail, pharmaceuticals, chemicals,
packaging, Hospitality, other manufacturing and real estate.
With his exemplary skillset and knowledge, your Board believes that he
will broaden the board's experience and will be an asset in the growth of the
Company.
Pursuant to the recommendation of the Nomination and Remuneration
Committee, the Board approved the
Appointment of Mr. Vijay Maniar (DIN: 00750905) for a first term of
Five (5) years effective from August 04, 2022 to August 03, 2027. The Shareholders in the
Annual General Meeting held on September 22, 2022 had approved Appointment of Mr. Vijay
Maniar (DIN: 00750905) as the Non-Executive Independent Director of the Company for a
period of 5 (Five) years with effect from August 04, 2022 not liable to retire by
rotation.
The Board is of the opinion that Mr. Vijay Maniar possesses relevant
experience, expertise and integrity for holding the position of the Independent Director
on the Board.
Change in Designation of Directors:
Change in Designation of Ms. Nomita R. Chandavarkar (DIN: 00042332)
from Executive Director to NonExecutive Director with effect from April 01, 2022.
Ms. Nomita R. Chandavarkar was re-designated from the position of the
Executive Director to Non-Executive & NonIndependent Director of the Company with
effect from April 01, 2022. She continues to be on the Board of the Company as
Non-Executive & Non-Independent Director.
Retirement by Rotation:
In accordance with provisions of the Act and the Articles of
Association of the Company, Mr. Ashok A. Chandavarkar, Executive Director, retires by
rotation at the 83rd Annual General Meeting and being eligible, has offered himself for
re-appointment. The Profile of Director seeking reappointment pursuant to Regulation 36 of
the SEBI Listing Regulations is included in the Notice of the 83rd Annual General Meeting
and the statement annexed thereto.
Key Managerial Personnel:
During the year, there were no appointments/re-
appointments/resignations of any Key Managerial Personnel of the Company took place.
However, after the year end and up to the date of this Report, Mr.
Sanjay B. Jain, ceased to be Chief Financial Officer of the Company w.e.f. April 06, 2023
and Mr. Vijay Dharmadatt Bhatt was appointed as Chief Financial Officer of the Company
w.e.f. April 06, 2023.
18. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
SEBI Listing Regulations.
Disclosure required under provisions of Section 197(12) of the Act read
with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended is annexed as Annexure-F' to this report.
Further, the information pertaining to Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, i.e. the
names and other particulars of employees is available for inspection at the Corporate
office of the Company during business hours and pursuant to the second proviso to Section
136(1) of the Act, the Report and the accounts are being sent to the members excluding
this. Any shareholder interested in obtaining a copy of the same may write to the Company
Secretary & Compliance Officer either at the Corporate Office address or by email to investors@
fdcindia.com.
19. CORPORATE GOVERNANCE
Your directors reaffirm their continued commitment to good corporate
governance practices. Your Company fully adheres to the standards set out by the
Securities and Exchange Board of India for Corporate Governance practices. Your Company
has also implemented best governance practices. Your Company also endeavors to enhance
long-term shareholder value and respect minority rights in all our business decisions. The
report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of
the SEBI Listing Regulations is annexed herewith as Annexure - G'.
Certificate from the Statutory Auditors of the Company confirming compliance with the
conditions of Corporate Governance is also attached to the report on Corporate Governance.
20. RISK MANAGEMENT
The Risk Management Committee of the Company has been entrusted by the
Board with the responsibility of reviewing the risk management process in the Company and
ensuring that the risks are brought within acceptable limits.
The Board of Directors of the Company on the recommendation of the Risk
Management Committee has developed Risk Management Policy for the Company including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company and which articulates the Company's approach to
address the uncertainties in its endeavor to achieve its stated and implicit objectives.
The details of the Risk Management Committee are included in the Corporate Governance
Report.
The Risk Management Policy is placed on the website of the Company at https://www.fdcindia.com/pdf/policies/
Risk Management Policy.pdf
21. NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of SEBI Listing Regulations and on the recommendation of the Nomination & Remuneration
Committee, the Board has adopted the Nomination & Remuneration Policy for selection
and appointment of Directors, Senior Management including Key Managerial Personnel (KMP)
and their remuneration. The Policy lays down the process and parameters for the
appointment and remuneration of the KMPs and other senior management personnel and the
criteria for determining qualifications, highest level of personal and professional
ethics, positive attributes, financial literacy, and independence of a Director. The
details of Remuneration Policy are stated in the Corporate Governance Report. The
Nomination & Remuneration Policy is placed on the website of the Company at https://www.fdcindia.com/pdf/policies/
Nomination and Remuneration Policy.pdf.
22. MEETINGS OF THE BOARD AND COMMITTEES THEREOF
During the year, four (4) meetings of the Board of Directors were held.
The maximum interval between any two meetings did not exceed 120 days, as prescribed under
the Act and the SEBI Listing Regulations. The details of the meetings and attendance of
directors are furnished in the Corporate Governance Report which forms part of this Annual
Report attached as Annexure - G' to the Director's Report.
23. COMMITTEES
As on March 31,2023, The Board has Five (5) mandatory committees under
the applicable provisions of the Act and SEBI Listing Regulations namely:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
During the year, all the recommendations of the above Committee's
have been accepted by the Board. A detailed update on the Board, its Committees, its
composition, detailed charter including terms of reference of various Board Committees,
number of board and committee meetings held and attendance of the directors at each
meeting is provided in the Corporate Governance Report, which forms part of the Annual
Report.
43 -M
24. BOARD & DIRECTORS EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations, an
evaluation process was carried out to evaluate performance of the Board and its
committees, the Chairman of the Board, and all Directors, including Independent Directors.
The evaluation was aimed at improving the effectiveness of all these constituents and
enhancing their contribution to the functioning of the Board.
In a separate meeting of the Independent Directors, performance of the
Non-Independent Directors, and the Board as a whole was also discussed. The manner in
which the evaluation was carried out has been explained in the Corporate Governance
Report.
25. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the operations and
functioning of the Company at the time of their appointment and on an ongoing basis. The
details of the training and familiarization program of Independent Directors are provided
in the Corporate Governance Report and is also available on the website of the Company at https://www.fdcindia.com/pdf/
familiarisationprogramme/Familiarisation Programmes for Independent Directors 2022-23.pdf.
26. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors
confirming that they meet the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, they have complied
with the Code for Independent Directors prescribed in Schedule IV of the Act and they have
registered themselves with the Independent Director's Database maintained by the Indian
Institute of Corporate Affairs. During FY 2022-23, there has been no change in the
circumstances affecting their status as Independent Directors of the Company.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil mechanism in place as required under Section
177 of the Act and the SEBI Listing Regulations, for Directors and employees to report
their genuine concerns about unethical behavior, actual or suspected fraud, or violation
of the Company's code of conduct, the details of which are given in the Corporate
Governance Report.
There were no allegations/ disclosures/ concerns received during the
year, in terms of the vigil mechanism
established by the Company. During FY 2022-23, no person was denied
access to the Chairperson of the Audit Committee.
The Policy on Vigil Mechanism and Whistleblower is available on the
website of the Company and can be accessed through the following web link: https://www.
fdcindia.com/pdf/policies/Whistle Blower Policy FDC. pdf
28. CODE OF CONDUCT
The Company has in place a Code of Conduct for Board Members and Senior
Management Personnel of the Company. The Code of Conduct lays down the standard of conduct
which is expected to be followed by the Directors and the Senior Management Personnel and
the duties of Independent Directors towards the Company.
The Directors and Senior Management Personnel have affirmed compliance
with the Code of Conduct applicable to them, during the year ended March 31, 2023. A
Certificate duly signed by the Mr. Mohan A. Chandavarkar Managing Director and Mr. Ashok
A. Chandavarkar, Executive Director, on the compliance with the Code of Conduct is also
attached to the report on Corporate Governance. The said Code is available on the website
of the Company i.e. https://www.fdcindia.com/pdf/policies/ Code of Conduct of FDC
Limited.pdf
29. PREVENTION OF INSIDER TRADING
The Company has in place a Policy on the Code of Conduct for Prevention
of Insider Trading with a view to regulate the trading in securities by the Promoters,
Directors and the Designated Employees of the Company.
The same has also been uploaded on the website of the Company i.e. https://www.fdcindia.com/pdf/policies/
Code of Conduct for Prevention of Insider Trading.pdf
The Promoters, Directors and the Designated Employees have affirmed
compliance with the Company's Code of Conduct for Prevention of Insider Trading.
30. RELATED PARTY TRANSACTIONS
During the year, all Related Party Transactions entered into by the
Company were on an arm's length basis and in the ordinary course of business. During the
year, your Company had not entered into any arrangement / transaction / contract/agreement
with its related parties which could be considered material and required approval of the
Members. However, the disclosure required under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, is furnished in
"Annexure - H" attached to this report as good disclosure
practice.
The Company had adopted policy on Related Party Transactions in
compliance with regulation 23 of SEBI Listing Regulations duly approved by board of
directors and can be access on website of the Company i.e. at https://www.fdcindia.com/pdf/policies/Policy
on Related Party Transactions.pdf
The transactions entered by the Company with its related parties were
in compliance with the RPT Policy and in the best interest of the Company. A statement
giving details of all Related Party Transactions is placed before the Audit Committee and
the Board on a quarterly basis. Omnibus/ Prior approval is also obtained from the Audit
Committee on an annual basis for repetitive transactions.
The Related Party Transactions as required under Accounting Standard
are reported in the notes to financial statement. Pursuant to Regulation 23(9) of the SEBI
Listing Regulations, the Company had filed to the stock exchanges the details of related
party transactions on half yearly basis.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a workplace in which the dignity
of every individual is respected. The Company has zero tolerance policy for any incident
of sexual harassment or inappropriate behavior.
The Company has in place a Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of the policy is to prohibit, prevent or deter the
commission of acts of sexual harassment at workplace and to provide procedure for the
redressal of complaints pertaining to sexual harassment. The said Policy is available on
the website of the Company and can be accessed at https://www.fdcindia.com/pdf/
policies/Sexual Harassment Policy.pdf .
The Company has constituted an Internal Committee to redress the
complaints received regarding sexual harassment. There were no complaints received during
the financial year ended on March 31,2023.
32. COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
Pursuant to the provisions of Section 118 of the Act, the Company has
complied with all the applicable provisions of the Secretarial Standard - 1 and
Secretarial Standard
- 2 relating to 'Meetings of the Board of Directors' and 'General
Meetings' respectively.
33. INTERNAL FINANCIAL CONTROLS
The Company has put in place an adequate Internal Financial Control
(IFC) system, to ensure compliance with various policies, practices, and statutes. The
Company ensures that such IFC systems are commensurate with the size and complexity of our
business and are adequate and operating effectively on an ongoing basis.
The Company is complying with all the applicable Indian Accounting
Standards (Ind AS) and periodically following all the applicable Indian Accounting
Standards for properly maintaining the books of account and reporting Financial
Statements. The details in respect of your Company's IFC and their adequacy are
included in the Management Discussion and Analysis Report.
34. DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year, the Statutory Auditors, Secretarial Auditors and Cost
Auditors have not reported any instances of fraud committed in the Company by its officers
or employees under section 143(12) of the Act read with Rule 13 of the Companies (Audit
and Auditors) Rules, 2014.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has
constituted a Corporate Social Responsibility (CSR) Committee. The details such as
Constitution, Terms of reference, etc. of the Committee and the meetings held during the
year are detailed in the Corporate Governance Report, which forms a part of the Annual
Report of the Company. The contents of the CSR Policy of the Company as approved by the
Board on the recommendation of the CSR Committee are available on the website of the
Company and can be accessed through the following web link: https://www.fdcindia.com/pdf/policies/Corporate
Social Responsibility.pdf
In accordance with the provisions of Section 135 of the Act, A brief
outline of the CSR policy of the Company and the initiatives undertaken by the Company on
CSR activities during the year are set out in an "Annexure - I" to this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.
36. EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3) and Section 134(3) (a) of the Act and
Rules made thereunder, a copy of your Company's Annual Return as on March 31, 2023,
is available on the website of the Company at https://www.
fdcindia.com/stock-exchange-compliances
37. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), (including any statutory modification(s) and/or
re-enactment(s) thereof for the time being in force) dividend, if not paid or claimed for
a period of 7 (seven) years from the date of transfer to Unclaimed Dividend Account of the
Company, is liable to be transferred to the Investor Education and Protection Fund
("IEPF") established by the Government of India. Further, according to the Act
read with the IEPF Rules, all the shares in respect of which dividend has not been paid or
claimed by the shareholders for 7 (seven) consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
During the year 2022-23, the Company has transferred total unclaimed
and unpaid Final dividend of ' 17,25,797/- for the FY 2014-15 to IEPF Authority. Further
32,009 corresponding shares on which dividend were unclaimed for seven consecutive years
were transferred to IEPF Authority as per the requirements of the IEPF Rules. The
procedure to claim the shares transferred to IEPF accounts is also available on website of
the Company at https://www.fdcindia.com/unpaid-divident.
In the interest of the shareholders, the Company sends periodical
reminders to the shareholders to claim their dividends in order to avoid transfer of
dividends/shares to IEPF Authority. Notices in this regard are also published in the
newspapers and the details of unclaimed dividends and shareholders whose shares are liable
to be transferred to the IEPF Authority, are uploaded on the Company's
website i.e. at https://www.fdcindia.com/unpaid-divident. The
members, who have not encashed their dividend pertaining to Final Dividend FY 2016-17 and
onwards are advised to write to the Company Immediately for claiming dividends declared by
the Company.
38. ENVIRONMENT, HEALTH AND SAFETY
The Environment, Health and Safety are a part of the Management
responsibilities and concerns. The Company has been providing various kinds of medical
assistance to the employees and their families. Periodic health checkups are carried out
for all the employees. Employees are also educated on safety and precautionary measures to
be undertaken on their job.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by any regulatory,
tribunal or court that would impact the going concern status of the Company and its future
operations.
40. ACKNOWLEDGEMENTS
The directors of your Company would like to record by gratitude and
appreciation for the continued co-operation and support received from the Medical
fraternity, our stakeholders, including the Central and State Government Authorities,
Stock Exchanges, Financial Institutions, Bankers, Analysts, Advisors, Local Communities,
Customers, Vendors, Business Partners, Shareholders, and Investors forming part of the
Company. Let us also take this opportunity to thank our employees, whose enthusiasm,
energy, and passion, help us progress along our vision. Your faith and vote of confidence
motivate us in pursuing greater opportunities, responsible growth and enhanced delivery on
our strategy
On behalf of the Board of Directors
For FDC Limited
|
|
Sd/- |
Sd/- |
Place |
: Mumbai |
MOHAN A. CHANDAVARKAR |
ASHOK A. CHANDAVARKAR |
Date |
: May 25, 2023 |
Managing Director |
Executive Director |
|
|
DIN: 00043344 |
DIN: 00042719 |
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