Dear Members,
Your Directors are pleased to present the Company's Seventy
Sixth Annual Report on the business and operations of Indoco Remedies Limited, along
with the summary of the Audited Standalone and Consolidated Financial Statements for the
financial year ended March 31, 2023.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
The highlights of the performance of the Company for the year ended
March 31, 2023 is summarized below:
|
Standalone |
Consolidated |
Particulars |
Year ended March 31,
2023 |
Year ended March 31,
2022 |
Year ended March 31,
2023 |
Year ended March 31,
2022 |
Total Income from Operations |
1,666.69 |
1,539.72 |
1,668.61 |
1,540.75 |
Add: Other Income |
2.33 |
2.32 |
2.34 |
2.33 |
Total Income |
1,669.02 |
1,542.04 |
1,670.95 |
1,543.08 |
Profit Before Finance Cost,
Depreciation, |
287.22 |
329.32 |
288.44 |
329.67 |
Amortization, Impairment and Tax |
|
|
|
|
Less: Finance Cost |
25.03 |
14.14 |
25.03 |
14.14 |
Less: Depreciation,
Amortization and Impairment Expenses |
70.60 |
78.95 |
70.61 |
78.96 |
Profit Before Tax |
191.59 |
236.23 |
192.80 |
236.57 |
Less: Provision for Taxation |
|
|
|
|
- Current |
55.20 |
93.23 |
55.51 |
93.30 |
- Deferred |
(4.97) |
(7.34) |
(4.96) |
(7.35) |
- Mat Credit Adjustments |
|
(4.18) |
|
(4.18) |
Net Profit After Tax |
141.36 |
154.52 |
142.25 |
154.80 |
Other Comprehensive Income |
|
|
|
|
Items that will not be
reclassified subsequently to profit or loss |
1.92 |
(8.19) |
1.92 |
(8.19) |
Income tax relating to items
that will not be reclassified subsequently to profit or loss |
(0.48) |
2.86 |
(0.48) |
2.86 |
Items that will be
reclassified subsequently to profit or loss |
|
|
|
|
Total Other Comprehensive
Income/(Loss), net of tax |
1.44 |
(5.33) |
1.44 |
(5.33) |
Total Comprehensive Income for the year |
142.80 |
149.19 |
143.69 |
149.47 |
Net Profit for the year attributable to- |
|
|
|
|
- Owners of the Company |
141.36 |
154.52 |
142.25 |
154.80 |
- Non-controlling interests |
|
|
|
|
Other Comprehensive
Income/(Loss) attributable to- |
|
|
|
|
- Owners of the Company |
1.44 |
(5.33) |
1.44 |
(5.33) |
- Non-controlling interests |
|
|
|
|
Total Comprehensive Income attributable
to- |
|
|
|
|
- Owners of the Company |
142.80 |
149.19 |
143.69 |
149.47 |
- Non-controlling interests |
|
|
|
|
Earnings per share (EPS) (of ` 2/-
each) |
|
|
|
|
Basic |
15.34 |
16.77 |
15.44 |
16.80 |
Diluted |
15.32 |
16.77 |
15.42 |
16.80 |
RESULTS FROM OPERATIONS On
Standalone Basis
Your Company ended the year with a growth of 9% as compared to
previous year. While the International business saw a growth of 20.4% over the
previous year, Domestic business saw a growth of 0.20% over the previous year. The
Total Income stood at `
1,669.02 crores in FY23 as compared to
` 1,542.04 crores in FY22. The Profit Before Tax (PBT) stood at
`
191.59 crores in FY23 as compared to
` 236.23 crores in FY22. The Net Profit after Tax (Before OCI)
stood at `
141.36 crores in FY23 as compared to `
154.52 crores in FY22.
On Consolidated Basis
The Total Income stood at ` 1,670.95 crores in FY23 as compared
to ` 1,543.08 crores in FY22. The Profit Before Tax (PBT) stood at ` 192.80 crores
in FY23 as compared to ` 236.57 crores in FY22. The Net Profit after Tax (Before
OCI) stood at ` 142.25 crores in FY23 as compared to ` 154.80 crores in
FY22.
The financial performance and the results of operations, including
major developments have been discussed in detail in the Management Discussion and Analysis
report.
INCORPORATION OF THE WHOLLY OWNED SUBSIDIARY-WARREN REMEDIES PRIVATE
LIMITED
During the year under review, the Warren Remedies Private Limited a
wholly owned subsidiary of the Company, was incorporated for setting up a unit for
manufacturing of pharmaceutical products both formulations as well as Active
Pharmaceutical Ingredients (API). Warren Remedies Private Limited has awarded the contract
for the civil work and is hopeful to commence commercial production by the fourth quarter
of the financial year 2023-2024. The Company has invested ` 5,00,00,000 as equity
contribution and ` 10,00,00,000 as preference contribution as at March 31, 2023.
SOLAR POWER
The Company entered into Share Purchase and Shareholder's
Agreement ("Agreements") with Kanakal Wind Energy Private Limited
("Kanakal") and Jalansar Wind Energy Private Limited ("Jalansar") in
order to comply with regulatory requirement for being a captive user under Indian
Electricity laws. Pursuant to the Agreements, the Company acquired 26% equity stake each
in Kanakal and Jalansar, representing 8,64,000 equity shares of ` 10/- each and 5,76,000
equity shares of ` 10/- each respectively, for setting up Solar Power Plant at Akkalkot,
Solapur District, Maharashtra (the "Plant"), wherein the power generated by the
Plant shall be supplied exclusively to Indoco Remedies Limited under the Captive Rules for
the tenure of 25 years. This has helped in substantial savings in electricity costs at our
Research and Development Centre at Rabale, Navi Mumbai and API Plant at Patalganga.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Management Discussion and Analysis Report for the year under
review, is provided in a separate section and forms part of this Report.
CONSOLIDATED ACCOUNTS
The consolidated financial statements for the year ended March 31, 2023
have been prepared in accordance with Indian Accounting Standards (IND AS) notified under
the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
DIVIDEND
Based on the Company's performance, the Board of Directors
recommend a dividend of ` 2.25 per equity share of ` 2/- each (112.50%) for the financial
year 2022-2023.
The dividend on equity shares is subject to the approval of the members
at the Seventy-Sixth Annual General Meeting ("AGM") scheduled to be held on
Tuesday, September 26, 2023. The dividend if approved by the members in the ensuing AGM
would result in a cash outflow of ` 20.73 crores. Dividend for the financial year
2021-2022 was ` 2.25 per equity share (112.50 %).
The Register of Members and Share Transfer Books of the Company will
remain closed from Wednesday, September 20, 2023 to Tuesday, September 26, 2023 (both days
inclusive) for the purpose of payment of the dividend for the financial year ended March
31, 2023.
According to Regulation 43A of the SEBI Listing Regulations, the top
1000 listed entities based on market capitalization, calculated as on March 31 of every
financial year are required to formulate a Dividend Distribution Policy which shall be
disclosed on the website of the listed entity and a web link shall also be provided in
their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company which
is based on the need to balance the twin objectives of appropriately rewarding its
shareholders with dividend and of conserving resources to meet its future needs, can be
accessed using the following link:
https://www.indoco.com/policies/IRL_dividend_distribution_policy.pdf.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to general
reserves.
SHARE CAPITAL
During the year under review, there was no change in the paid-up share
capital of the Company. The paid-up Equity Share Capital as on March 31, 2023 is `
18,43,00,710/-.
CHANGE IN THE NATURE OF BUSINESS ACTIVITIES
During the year under review, there is no change in the nature of the
business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report.
SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
As on March 31, 2023, the Company has 4 Subsidiary Companies Xtend
Industrial Designers and Engineers Private Limited Warren Remedies Private Limited
Indoco Remedies Czech SRO Indoco Remedies UK Limited
As on March 31, 2023, the Company has 2 Associate Companies Jalansar
Wind Energy Private Limited* Kanakal Wind Energy Private Limited*
Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 as
amended from time to time, the names of the companies which have become and ceased to be
associates/subsidiary/joint venture companies during the year are provided below.
Sr. No. |
Companies which became
associates/subsidiary/joint venture during the year under review |
1. |
Warren Remedies Private Limited (Wholly
Owned Subsidiary) |
2. |
Jalansar Wind Energy Private Limited
(Associate)* |
3. |
Kanakal Wind Energy Private Limited
(Associate)* |
Sr. No. |
Companies which ceased to be
associates/ subsidiary/joint venture during the year under review |
|
Nil |
* Jalansar Wind Energy Private Limited and Kanakal Wind Energy Private
Limited which are associates as per the Companies Act, 2013 ("Act") have
not been classified as an associate as per IND AS and hence they are not considered for
Consolidation.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the financial
statement of the Company's subsidiaries and associates in the prescribed format AOC-1
is appended as "Annexure A" to this Board's report.
The highlights of performance of the subsidiaries and their
contribution to the overall performance of the Company during the financial year under
review is given under Note No. 44 to the Consolidated Financial Statements forming part of
the Annual Report.
Further, pursuant to Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited accounts in respect of subsidiaries are available on the website of the
Company www.indoco.com. Any person desirous of obtaining the said Financial
Statements may write to compliance.officer@indoco.com. There have been no material changes
in the nature of the business of the subsidiaries and associates during the financial year
2022-2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Aditi Panandikar (DIN: 00179113)
Ms. Aditi Panandikar's term as Managing Director as approved by
the Shareholders vide Postal Ballot Notice dated January 27, 2017, was upto February 14,
2022.
The Board of Directors of the Company at its meeting held on November
02, 2021, on the recommendation of the Nomination and Remuneration Committee, had approved
re-appointment of Ms. Aditi Panandikar as Managing Director for a further period of five
years with effect from February 15, 2022 till February 14, 2027, subject to the approval
of the shareholders of the Company at the 75th Annual General Meeting. The
shareholders of the Company in its 75th Annual General Meeting held on
September 22, 2022 approved the re-appointment of Ms. Aditi Panandikar as Managing
Director for a further period of five years with effect from February 15, 2022 till
February 14, 2027.
In terms of provisions of the Section 152(6) of the Act and the
Articles of Association of the Company, Ms. Aditi Panandikar (DIN: 00179113), Managing
Director of the Company retires by rotation at the ensuing Annual General Meeting and
being eligible, offers herself for reappointment. The Board of Directors recommends her
re-appointment.
Sundeep V Bambolkar (DIN: 00176613)
Mr. Sundeep V Bambolkar's term as Jt. Managing Director as
approved by the Shareholders vide Postal Ballot Notice dated January 27, 2017, was upto
February 14, 2022. The Board of Directors of the Company at its meeting held on November
02, 2021, on the recommendation of the Nomination and Remuneration Committee, had approved
the re-appointment of Mr. Sundeep V Bambolkar as Jt. Managing Director for a further
period of five years with effect from February 15, 2022 till February 14, 2027, subject to
the approval of the shareholders of the Company at the 75th Annual General
Meeting. The shareholders of the Company in its 75th Annual General Meeting
held on September 22, 2022 approved the re-appointment of Mr. Sundeep V Bambolkar as Jt.
Managing Director for a further period of five years with effect from February 15, 2022
till February 14, 2027.
Mr. Suresh G Kare (DIN: 00179220)
The Board of Directors of the Company at its meeting held on May 23,
2023, on the recommendation of the Nomination and Remuneration Committee, has approved the
re-appointment of Mr. Suresh G Kare as the Chairman of the Company in the capacity of
Non-Executive and Non- Independent Director effective from July 01, 2023, subject to the
approval of shareholders of the Company by way of Postal Ballot Notice dated May 23, 2023.
Mr. Jayshankar Menon
Mr. Jayshankar Menon, the Company Secretary and the Compliance Officer
of the Company retired from his services w.e.f. closing hours of November 30, 2022. The
Board placed on record its appreciation for the assistance and guidance provided by Mr.
Jayshankar Menon during his tenure as the Company Secretary and Compliance Officer of the
Company.
Mr. Ramanathan Hariharan
The Board of Directors in its meeting held on November 10, 2022
appointed Mr. Ramanathan Hariharan (Membership No. A20593) as the Company Secretary and
the Compliance Officer of the Company w.e.f. December 01, 2022.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) read with Section
134(3)(c) of the Act, with respect to Directors' Responsibility Statement, it is
hereby confirmed that: a. in the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards have been followed and there are
no material departures from the same; b. the Directors 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 at March 31, 2023 and of the profit of the Company for the year ended on that
date; c. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis; e. the
Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and f.
the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE RELATED TO BOARD AND COMMITTEES
Board Meetings
The Board of Directors met Six (6) times during the financial year
2022-23 on May 17, 2022, June 07, 2022, August 09, 2022, November 10, 2022, January 24,
2023 and March 29, 2023. The particulars of attendance of the Directors at the said
meetings are provided in detail in the Corporate Governance Report, which forms a part of
this Annual Report. The intervening gap between the meetings was within the period
prescribed under the Act and SEBI Listing Regulations.
Board & Committees of the Board
As on March 31, 2023, the Board had 6 (Six) Committees viz: Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee, Risk Management Committee and
Committee of Executive Directors. A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance Report that forms part of this Annual
Report.
Evaluation of Performance of the Board, Its Committees and Individual
Directors
During the year, the evaluation of the annual performance of individual
Directors including the Chairman of the Company and Independent Directors, Board and
Committees of the Board was carried out under the provisions of the Act, relevant rules,
and the Corporate Governance requirements as prescribed under Regulation 17 of SEBI
Listing Regulations and based on the circular issued by SEBI dated January 5, 2017 with
respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee
had approved the criteria for the performance evaluation of the Board, its Committees and
individual Directors as per the SEBI Guidance Note on Board Evaluation.
The Chairman of the Company interacted with each Director individually,
for evaluation of performance of the individual Directors. The evaluation for the
performance of the Board as a whole and of the Committees were conducted by way of
questionnaires.
In a separate meeting of Independent Directors, performance of Non
Independent Directors and performance of the Board as a whole was evaluated. Further, they
also evaluated the performance of the Chairman of the Company, taking into account the
views of the Executive Directors and Non-Executive Directors.
The Board of Directors reviewed the performance of the individual
Directors on the basis of the criteria such as qualification, experience, knowledge and
competency, fulfilment of functions, availability and attendance, initiative, integrity,
contribution and commitment etc., and the Independent Directors were additionally
evaluated on the basis of independence, independent views and judgement etc. Further the
evaluation of Chairman of the Board, in addition to the above criteria for individual
Directors, also included evaluation based on effectiveness of leadership and ability to
steer the meetings, impartiality, etc.
The Chairman and other members of the Board discussed upon the
performance evaluation of every Director of the Company and concluded that they were
satisfied with the overall performance of the Directors individually and that the
Directors generally met their expectations of performance.
The summary of the feedback from the members were thereafter discussed
in detail by the members. The respective Director, who was being evaluated, did not
participate in the discussion on his/her performance evaluation.
The Board also assessed the fulfilment of the independence criteria as
specified in SEBI Listing Regulations, by the Independent Directors of the Company and
their independence from the management.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of various criteria such as diversity in the
Board, competency of Directors, strategy and performance evaluation, evaluation of
performance of the management and feedback, independence of the management from the Board
etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee members on the basis of criteria such as mandate and composition,
effectiveness of the committee, independence of the committee from the Board, contribution
to decisions of the Board, etc.
Declaration by Independent Directors
The Company has received declaration from the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act read with Regulation 16 (1) (b) of the SEBI Listing Regulations. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstances or situations which exist or may be
reasonably anticipated that could impair or impact their ability to discharge their
duties.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed about their enrolment in the data bank of Independent
Directors maintained with the Indian Institute of Corporate affairs.
Familiarisation Programme for the Independent Directors
In compliance with the requirements of Regulation 25(7) of the SEBI
Listing Regulations, the Company has put in place a Familiarisation Programme for the
Independent Directors to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model etc. The details of the Familiarisation Programme conducted are available
on the website of the Company at www.indoco.com and can be accessed through the web link:
https://www.indoco.com/policies/Familiarization_programme_for_independent_directors.pdf
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Policy is intended to achieve the
following objectives:
1. To formulate the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of a director
(executive/non-executive/independent) of the Company;
2. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
Company successfully;
3. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
4. Remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Policy of the Company on
Directors' appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Act, is available on our website, at
https://www.indoco.com/policies/Nomination_and_Remuneration_Policy.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Information as per Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in "Annexure B" to this Board's Report. Further, the
information pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other
particulars of employees is available for inspection at the Registered 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 Registered Office address or by email to
compliance.officer@indoco.com.
EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS
The Company has adopted and implemented the Indoco Remedies Limited
Employee Stock Option Plan 2022 ("Plan") pursuant to the approval
of its shareholders at the 75th Annual General Meeting held on September 22, 2022, with an
objective of enabling the Company to attract and retain talented employees by offering
them the opportunity to acquire a continuing equity interest in the Company, which will
reflect in their efforts in building the growth and the profitability of the Company. The
Plan is implemented through the Indoco Employees Welfare Trust which will acquire the
shares of the Company by way of fresh allotment from the Company and will follow the cash
mechanism. The Plan is administered by the Nomination and Remuneration Committee of the
Company which is designated as Compensation Committee in pursuance of Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, for the purpose of administration and implementation of the Plan. The maximum number
of shares under the Plan shall not exceed 13,82,256 equity shares.
The Nomination and Remuneration Committee in its meeting held on
January 24, 2023, has granted 2,95,500 Employee Stock Options ("Options")
and 75,000 Restricted Stock Units ("RSUs") to the eligible employees.
Further, the certificate required under Regulation 13 of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021from the Secretarial Auditor of the Company that the Plan have been implemented in
accordance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021and as per the resolution passed by the members of the
Company will be available at the ensuing AGM for inspection.
The necessary disclosure pursuant to section 62 of the Act read with
Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 with regard to the Plan of the Company is available on
Company's website at
https://www.indoco.com/esop-disclosure/esop-disclosure-FY_2022-2023.pdf.
CORPORATE POLICIES
The details of the various policies approved and adopted by the Board
of Directors as required under the Act and various SEBI regulations are provided below.
The policies are reviewed periodically by the Board and updated as needed. The Board at
its meeting held on May 23, 2023 revised and adopted the "Code of Conduct for Board
of Directors and Senior Management" and "Insider Trading Code".
Key policies that have been adopted are as follows:
Name of the Policy |
Brief Description |
Web link |
Dividend Distribution
Policy |
The Dividend Distribution
Policy establishes the principles to ascertain amounts that can be distributed to equity
shareholders as dividend by the Company as well as enable the Company to strike balance
between payout and retained earnings, in order to address future needs of the Company. |
https://www.indoco.com/policies/
IRL_dividend_distribution_policy. pdf |
Code of Conduct for Board
of Directors and Senior Management |
The Company has adopted a
Code of Conduct for the Senior Management Personnel, Directors (executive / non-
executive) including a code of conduct for Independent Directors, which suitably
incorporates the duties of Independent Directors as laid down in the Act. |
https://www.indoco.com/policies/
Code_of_ Conduct_for_Board_of_ Directors_and_Senior_Management. pdf |
Policy for Determination
of Materiality of Events |
This Policy for
Determination of Materiality of Events is aimed at providing guidelines to the management
of the Company to determine the materiality of events or information, which could affect
investment decisions and ensure timely and adequate dissemination of information to the
Stock Exchange(s). |
https://www.indoco.com/policies/
Policy_for_ Determination_ of_ Materiality_of_Events.pdf |
Whistle Blower & Vigil
Mechanism Policy |
This Policy has been
formulated with a view to provide a mechanism for directors, employees, other stakeholders
of the Company as well as Anonymous Whistle Blowers (in exceptional cases) to approach the
Ombudsperson / Chairman of the Audit Committee of the Company. |
https://www.indoco.com/policies/
W h i s t l e _ B l o w e r _ a n d_ V i g i l _ Mechanism.pdf |
Policy for determining
material subsidiary |
This Policy aims to
determine the Material Subsidiaries of the Company and to provide the governance framework
for such subsidiaries. |
https://www.indoco.com/policies/
Policy_for_Determining_Material_ Subsidiaries.pdf |
Risk Management Policy |
The Policy aims to
communicate the Company's common and systematic approach to managing risk. |
https://www.indoco.com/policies/
Risk_Management_Policy.pdf |
Name of the Policy |
Brief Description |
Web link |
Policy on Materiality and
Dealing with Related Party Transactions |
The Policy regulates all
transactions between the Company and its related parties. |
https://www.indoco.com/policies/
Policy_on_Materiality_of_Related_ Party_Transactions.pdf |
Corporate Social
Responsibility Policy |
This Policy aims to
strategically draw the guiding principles for selection, implementation and monitoring of
CSR activities as well as formulation of the annual action plan by the Board of the
Company, after taking into account the recommendations of its CSR Committee. |
https://www.indoco.com/policies/
Corporate_Social_Responsibility_ Policy.pdf |
Familiarization Program
for Independent Directors |
Familiarization Program aims
to familiarize the Independent Directors with the Company, their roles, rights and
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company etc. through various initiatives that would facilitate their
active participation in managing the Company. |
https://www.indoco.com/policies/
Familiarization_programme_for_ independent_directors.pdf |
Nomination and
Remuneration Policy |
This Policy formulates the
criteria for determining qualifications, competencies, positive attributes and
independence for the appointment of a director (executive / non-executive) and also the
criteria for determining the remuneration of the directors, Key Managerial Personnel,
senior management and other employees. |
https://www.indoco.com/policies/
Nomination_and_Remuneration_ Policy.pdf |
Policy on diversity of
Board of Directors |
This Policy sets out the
approach to diversity on the Board of the Company. |
https://www.indoco.com/policies/
Policy_on_Diversity_of_Board_of_ Directors.pdf |
Policy for Orderly
Succession for Appointments to the |
This Policy aims that
investors do not suffer due to sudden or unplanned gaps in leadership. |
https://www.indoco.com/policies/
Policy_for_Orderly_Succession.pdf |
Board and Senior Management |
|
|
Board Evaluation |
The Policy has been framed with an |
https://www.indoco.com/policies/ |
Policy |
objective to ensure
individual directors of the Company and the Board as a whole, work efficiently and
effectively in achieving their functions, for the benefit of the Company and its
stakeholders. |
Board-Evaluation-Policy.pdf |
Name of the Policy |
Brief Description |
Web link |
"The Code of Conduct
for Prevention of Insider Trading" and the "Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information" |
This Code provides framework
dealing with the securities of in mandated manner. |
for
https://www.indoco.com/policies/ Company Insider_Trading_Code.pdf |
Policy for Preservation of
Documents |
This Policy deals with the
and archival of corporate Company and all its subsidiaries. |
retention
https://www.indoco.com/policies/ records of the p o l i c y _ f o r _ p r e s e r v a t i
o n _ o f_ documents.pdf |
Policy for Archival of
Website Information |
This Policy
provides the guiding https://www.indoco.com/policies/ principles for the archival and
storage of policy_for_ archival_ of_website_ the Company's website information
informations.pdf |
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors
have constituted a Corporate Social Responsibility (CSR) Committee. The details of
membership of the Committee and the meetings held are detailed in the Corporate Governance
Report, forming part of this Annual Report. The CSR Policy of the Company is available on
the website of the Company and can be accessed through the web link: https://
www.indoco.com/policies/Corporate_Social_Responsibility_Policy.pdf The Annual Report on
CSR activities containing details of expenditure incurred by the Company and brief details
on the CSR activities are provided in "Annexure C" to this Board's
Report. The Board has accorded its consent to set off the excess amount spent by the
Company on its CSR Activities against the requirement to spend in any subsequent year(s)
in terms of Section 135 of the Act.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
To create enduring value for all stakeholders and ensure the highest
level of honesty, integrity and ethical behaviour in all its operations, the Company has
adopted a Whistle Blower & Vigil Mechanism Policy. Further details on vigil mechanism
of the Company are provided in the Corporate Governance Report, forming part of this
Report.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size
of its operations. The Internal Audit department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report, significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
The Company's Internal Auditor also monitors and evaluates the
internal control system and submits Quarterly Reports which are placed before the Audit
Committee of the Board.
RISK MANAGEMENT
The Board of Directors has constituted a Risk Management Committee
which reviews key risk elements of the Company's business, finance, operations and
compliance. The Risk Management Committee also assesses the adequacy of mitigation plans
to address such risks. The Corporate Governance Report, which forms part of this report,
contains the details of Risk Management Committee of the Company. Risk Management
Committee has formulated and implemented Risk Management Policy in compliance with the
provisions of the Act and SEBI Listing Regulations. The policy helps to identify the
various elements of risks faced by the Company, which in the opinion of the Board
threatens the existence of the Company. The Risk Management Policy can be accessed on the
Company's website at https://www.indoco.com/ policies/Risk_Management_Policy.pdf
AUDITORS Statutory Auditor
Pursuant to Section 139 of the Act, rules made there under, the Board
of Directors on the recommendation of the Audit Committee re-appointed M/s Gokhale &
Sathe, a Firm of Chartered Accountants, (Firm Registration No. 103264W), as the Statutory
Auditors of the Company for the further period of five financial years from the conclusion
of 75th Annual General Meeting till the conclusion of the 80th
Annual General Meeting of the Company to be held in the year 2027. Further the
shareholders' approval has been accorded in the 75th AGM held on September
22, 2022.
Statutory Audit Report
During the financial year 2022-2023 no fraud has occurred, noticed
and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the
Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
The Auditor's Report for the financial year ended March 31, 2023,
does not contain any qualifications, reservations, adverse remarks or disclaimers and has
been issued with an unmodified opinion, by the Statutory Auditors.
Secretarial Auditor
In terms of Section 204 of the Act, the Board of Directors has
re-appointed CS Ajit Sathe- Proprietor of M/s A. Y. Sathe & Co. Company Secretaries in
Practice (FCS 2899/COP 738) to undertake the Secretarial Audit of the Company for the
financial year 2023-2024.
Secretarial Audit Report
The Secretarial Audit was carried out by M/s A. Y. Sathe & Co.,
Company Secretaries in Practice (FCS 2899/COP 738) for the financial year 2022-2023. The
Report given by the Secretarial Auditor is annexed as "Annexure D" and
forms integral part of this Board's Report. During the year under review, the
Secretarial Auditor had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
There has been no qualification, reservation or adverse remark or disclaimer in their
Secretarial Audit Report other than the following:-
1. Stock Exchange intimation for Presentation and the audio/video
recordings of post earnings/ quarterly calls for financial quarter ended December 31, 2022
was uploaded at 9:45 a.m. on January 25, 2023 which is not before the next trading day.
2. Separate intimations for transcript of post earnings/ quarterly
calls for financial quarter ended March 31, 2022 and financial quarter ended June 30, 2022
were not uploaded on Stock Exchange. It is observed that the intimation to the stock
exchanges for audio/video recording also contains transcript of such calls.
Management responses to the observations made by the Secretarial
Auditor in the Secretarial Audit Report are dealt as under:
1. The post earnings call for the quarter and nine months ended
December 31, 2022 was held on January 24, 2023. The Company uploaded the audio recordings
of post earnings calls within 24 hours of the conclusion of the said call, however due to
technical issue the Company was unable to upload the said disclosure before next trading
day i.e. before 09:00 a.m. on January 25, 2023 and uploaded the disclosure at 09:45 a.m.
2. The Company has given the link of transcript of post earnings call
for the quarter ended March 31, 2022 and June 30, 2022 in the intimation sent to the stock
exchanges for audio/video recording for the said quarters.
Cost Auditor
The Company is required to maintain Cost Records as specified by the
Central Government under Section 148(1) of the Act and accordingly, such accounts and
records are made and maintained by the Company. The Board has re-appointed M/s Joshi Apte
& Associates, Cost Accountants, (Firm's Registration No. 00240) as Cost Auditor
of the Company for conducting Cost Audit of your Company for the financial year 2023-2024
at a remuneration of ` 1,80,000/- per annum. As required under the Act, the remuneration
payable to the Cost Auditor is required to be placed before the Members in a general
meeting for their ratification. Accordingly, a Resolution seeking Member's
ratification for the remuneration payable to M/s Joshi Apte & Associates, Cost
Auditors for financial year 2023-2024 is included at Item No. 4 of the Notice convening
the Annual General Meeting.
LOANS, GUARANTEES & INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided in this
Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
TRANSACTIONS
All contracts/ arrangements/ transactions entered by the Company during
the year under review with the related parties were in the ordinary course of business and
on an arm's length basis.
There were no materially significant related party transactions entered
by the Company which may have a potential conflict with the interest of Company.
All related party transaction(s) are first placed before Audit
Committee for approval and thereafter such transactions are also placed before the Board
for seeking their approval. Prior approval of the Audit Committee is obtained on a yearly
basis specifying the upper ceiling as to amount for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant to the prior
approval so granted are audited and a statement giving details of all related party
transactions is placed before the Audit Committee and the Board of Directors for their
approval on a quarterly basis. Particulars of contracts or arrangements or transactions
with related party referred to in section 188 of the Act, in the prescribed form AOC-2, is
provided as "Annexure E" to this Board's Report.
The details of Related Party Transactions, as required pursuant to
respective Indian Accounting Standards, have been stated in Note No. 52 to the Standalone
Audited Financial Statement of Company forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as "Annexure
F" to this Board's Report.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as
amended from time to time.
ANNUAL RETURN
The Annual Return as required under sub-section (3) of Section 92 of
the Act in form MGT-7 is made available on the website of the Company and can be accessed
at https://www.indoco.com/inv-extract-of-annual-return.asp.
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance and Certificate of the Statutory
Auditors of the Company regarding compliance of the conditions of Corporate Governance as
stipulated in Part C of Schedule V of the SEBI Listing Regulations, are provided in a
separate section and forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and
SEBI circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, your Company
provides the prescribed disclosures in new reporting requirements on Environmental, Social
and Governance parameters called the Business Responsibility and Sustainability Report
("BRSR") which includes performance against the nine principles of the National
Guidelines on Responsible Business Conduct and the report under each principle. The BRSR
is provided in a separate section and forms part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant and material orders passed by the regulators
or courts or tribunals which impact the going concern status and Company's operations
in future.
PREVENTION OF SEXUAL HARASSMENT
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on
Corporate Governance, which forms part of this Annual Report.
DEPOSITS
During the year under review, your Company neither accepted any
deposits nor there were any amounts outstanding at the beginning of the year which were
classified as "Deposits" in terms of Section 73 of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.
OTHER DISCLOSURES
During the year under review, your Company has not issued shares with
differential voting rights and sweat equity shares.
During the year under review, there was no application made and
proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any
Financial and/or Operational Creditors against your Company. As on the date of this
report, there is no application or proceeding pending against your Company under the
Insolvency and Bankruptcy Code, 2016.
During the year under review, there was no one-time settlement entered
into with any Bank or financial institutions in respect of any loan taken by the Company.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis Report, describing the Company's objectives,
projections, estimates and expectations may constitute forward looking
statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.
ACKNOWLEDGEMENTS
Your Directors wish to thank all stakeholders, employees, business
partners, Company's bankers, medical professionals and business associates for their
continued support and valuable cooperation. The Directors also wish to express their
gratitude to investors for the faith that they continue to repose in
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For and on behalf of the Board of Directors |
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Indoco Remedies Limited |
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Sd/- |
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Suresh G Kare |
Place |
: Mumbai |
Chairman |
Date |
: May 23, 2023 |
DIN: 00179220 |
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