Dishman Carbogen Amcis Ltd Directors Report.

To

The Shareholders of

Dishman Carbogen Amcis Limited

Your Directors have pleasure in presenting their Report along with the Audited Accounts (Standalone as well as Consolidated) of your Company for the year ended March 31, 2021.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2020-2021 2019-2020 2020-2021 2019-2020*
Revenue from Operations 208.01 580.74 1912.03 2043.60
Earning Before Interest Tax Depreciation and (57.46) 173.58 274.35 497.56
Amortisation (EBITDA)
Other Income 66.15 69.55 38.45 44.46
Depreciation & Amortisation (other than Goodwill) 54.76 52.19 219.49 194.41
Amortisation of Goodwill 88.45 88.46 88.45 88.46
(Loss) / Profit Before Interest and Tax (134.52) 102.48 4.86 259.15
Finance Costs 34.17 47.02 47.61 61.95
(Loss) / Profit Before Tax and exceptional items (168.69) 55.46 (42.75) 197.20
Exceptional Items - - 22.28 -
(Loss) / Profit Before Tax (168.69) 55.46 (65.03) 197.20
Tax Expense 64.12 16.94 100.10 38.69
(Loss) / Profit After Tax (232.81) 38.52 (165.13) 158.51

* Pl. refer "Impact of Adjustment in FY 2019-20"

PERFORMANCE AND OPERATION REVIEW Standalone Financial Results

In FY 2020-21, your Company achieved revenue of

208.01 crores as compared to 580.74 crores in FY 2019-20. Loss before tax stood at (168.69) crores in FY 2020-21 as against Profit before tax 55.46 crores in FY 2019-20. Loss after tax for the year remain at (232.81) crores in FY 2020-21 as compared to Profit after tax of

38.52 crores in FY 2019-20.

Earnings per share for the FY 2020-21 remains at (14.85) per share as against 2.46 per share in FY2019-20.

Financial performance of your company was mainly impacted adversely due to European Directorate for the Quality of Medicines & Health Care (EDQM) observations that were pointed out at the conclusion of the audit conducted at Companys Bavla site by the SwissMedic and EDQM in February 2020. Certain Certificate of Suitability (CEPs) belonging to your Company were suspended due to said observations. A further details on current status of EDQM Audit observations is given under the head "EDQM Audit Update".

Consolidated Financial Results

In FY 2020-21, your Company achieved revenue of 1912.03 crores as compared to 2043.60 crores in FY

2019-20. Loss before tax stood at (65.03) crores in FY 2020-21 as against Profit before tax of 197.20 crores in FY 2019-20. Loss for the year remains at (165.13) crores in FY 2020-21 as compared to Profit of 158.51 crores in FY 2019-20.

Earnings per share for the FY 2020-21 remains at (10.53) per share as against 10.10 per share in FY 2019-20. Cash Earning per share for the current year works out to 17.72 as against 25.02 in the previous year.

 

Impact of Adjustment in FY 2019-20

During the quarter ending September 30, 2020, one of the companys subsidiaries, CARBOGEN AMCIS AG identified two projects pertaining to Q4 FY 2019-20 where the Cost of Goods sold were now appropriately allocated to these projects in the relevant period. Due to this adjustment, for Q4 and full year FY 2019-20, the Cost of Goods sold on a consolidated basis increased by INR 24.88 crores and Deferred Tax Asset increased by INR 3.09 crores. Correspondingly, the retained earnings reduced by INR 21.79 crores at the subsidiary level and on a consolidated basis as on March 31, 2020.

A detail analysis of the performance of the company, its subsidiaries and financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

IMPACT OF COVID 19

During the year under review, the company initiated implementation of set of measures aimed at limiting any risk related to COVID-19 to Companys employees, customers and associates. This impacted the deployment of optimal workforce at the manufacturing plants. Moreover, in India, the company faced logistics issues on the import of raw materials and export of finished goods. Due to these factors, the production and revenue at the companys sites in India were impacted to certain extent. The Company continues to monitor the impact of Covid-19 on recoverability of receivables/advances, assessment of impairment of goodwill and intangibles, investments and inventory.

EDQM AUDIT UPDATE

The observations that were pointed out at the conclusion of the audit conducted at Companys Bavla site by the SwissMedic and European Directorate for the Quality of Medicines & HealthCare (EDQM) in February 2020 are being addressed to by your company in the best manner possible in order to ensure that such surprises are avoided in the future.

Though the financial performance of your company was impacted adversely due to these observations, it is expected to normalize during upcoming quarters due to resumption of business operations in Bavla site. Moreover, the company has appointed world renowned consultants to supplement the team in India in order to rectify the deficiencies highlighted during EDQM audit. The company had submitted the Corrective Action Plan to the EDQM authority on August 21, 2020 and started its implementation. On October 16, 2020, the company received the Final Audit Closure Report from EDQM, wherein the companys approach to remediate the deficiencies were considered as being appropriate.

The Company has been steadily ramping up manufacturing activities at the Bavla site in order to meet the customer requirements. Two of the largest Global Pharmaceutical companies have successfully audited the companys Bavla site during the year. The implementation of the Corrective Action Plan submitted to the EDQM is also underway and on track wherein the company should be able to successfully address the audit observations.

DIVIDEND

The results of the Company do not permit payment of any dividend. Hence your Directors do not recommend the payment of any dividend for the financial year ended March 31, 2021.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserves.

DEPOSIT

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

OPERATIONS

The company had a great year in terms of number of molecules moving into Phase III validation and those moving from Phase III development to commercial manufacturing. The company is expanding its operations in Switzerland in order to increase its capacity for taking additional projects for development as well as for small scale commercial manufacturing. The company is also forward integrating its business by setting up formulation manufacturing facility in France, which will ensure that we truly become a one-stop shop for our customers. The companys Shanghai operations turned profitable for the first time ever due to increase in the number of projects serviced from that plant for the projects won by CARBOGEN AMCIS AG. The Netherlands plant has been operating at decent capacity utilization.

Though the company had faced operational challenges in its Bavla plant in India due to EDQM observations received in March 2020, the company took it positively to realign its management structure and undertook massive restructuring exercise to excel the operational activities in Bavla facility for its global customers. The company had been successful in undertaking risk assessments of the customers products to their satisfaction and also successfully pass audits undertaken by certain global pharmaceutical customers at its Bavla operations. This helped the company to gradually restart manufacturing of the products in the CRAMS segment and hence increase the production quarter over quarter throughout the year at this manufacturing site. The company expects the Bavla plant to return to its normal operations for the CRAMS products during the course of the current financial year. The products for which the Certificate of Suitability (CEPs) have been suspended would be restarted once the audit clearance from the EDQM is received. The company expects the implementation of the Corrective Action Plan to be completed during the current financial year after which the EDQM authority would be invited to conduct a re-audit of the plant. Your company has achieved an important milestone by receiving approval from the World Health Organization for its Bavla site in January, 2021.

CRAMS

Your companys management major focus is on improving the performance of the CRAMS segment by adding more niche molecules for development, which would improve the chances of those molecules moving to Phase III development and eventually commercial manufacturing. There has been a tremendous flow of molecules in Phase III validation during the course of the last financial year in addition to many molecules moving into commercial phase. This augurs very well for the future growth of the company at a global level and helps your company achieve the objective of better utilizing its capacity across the globe. Your companys strategy of moving more large scale manufacturing of APIs or intermediates to India and China would help your company improve revenues and profitability significantly over the next 3-5 years.

Your company is expandingheavilyitsCRAMS capabilities and capacities in Switzerland and France, which will make sure that you are able to position yourself as a company that is a unique company, one of its kind in the global pharmaceutical space, catering to the entire needs of the global pharmaceutical companies for their outsourcing services. Your companys focus would remain on developing and manufacturing APIs for niche molecules and also forward integrate this business into manufacturing commercial scale formulated products for your customers.

Vitamin D Analogues and Cholesterol

Your companys focus on manufacturing cholesterol and Vitamin D analogues such as calcifediol and calcitriol, among others, has yielded very good results for the whole group. Your company has partnered with the Boston University to undertake clinical trials on patients who are suffering from obesity and have gone through gastric bypass by administering calcifediol instead of the vitamin D3 and determining its efficacy. Similarly your company has been undertaking clinical trials by administering calcifediol to patients who have contracted certain viruses and suffering from certain ailments. The preliminary sets of results have been very encouraging and should help the company further its objective of finding cure for unaddressed diseases.

Your company plans to utilize its softgel capsules facility located in Bavla, India, by formulating the analogues into finished dosage form and then strategize to market the final product either in own brand name and/or partnering with another pharmaceutical company.

Generic API and Disinfectant Business

Your company had supplied disinfectants totalling 300 tonnes to the entire world to fight against the COVID pandemic. Also, there was a massive distribution of the disinfectants to employees, workers, policemen, social servants, etc. throughout the course of the year.

Your company has taken a critical review of all the products under the generic API, quats, intermediates and Phase Transfer Catalyst products, which are lower margin yielding products and as a strategy, may decide to discontinue some of these products in the future as the major focus of your company is to improve the profitability margins over the next 3-5 years.

Capital Expenditure Plan at the Companys subsidiaries located at Switzerland and France

Company has initiated Capital Expenditure Plans at the Companys subsidiaries in Switzerland and France. The Companys subsidiaries will be investing in two major expansion projects that will increase manufacturing capacity to better meet the demands of the current market and its customers. The new facilities will be located in Switzerland and France and will be completed in a phased manner over the next four years, totaling investments in excess of CHF 100 million. This Capital Expenditure will be funded by way of debt and cash accruals at the Companys Subsidiaries.

Performance of Major Subsidiary Associates

The major subsidiary companies have performed quite well during the year under review. CARBOGEN AMCIS AG., Switzerland has performed quite satisfactorily as it reported a healthy revenue of 1240.92 crores and operating profit of 210.57 Crores.

CARBOGEN AMCIS BV., perform well during the year, reported revenue of 275.39 crores and operating profit of 77.99 crores. CARBOGEN AMCIS Ltd. (UK) reported a revenue of around 109.39 Crores and operating profit of 11.99 Crores. CARBOGEN AMCIS SAS (RIOM) reported revenue of 40.96 crores and operating loss of 3.54 crores. CARBOGEN AMCIS (Shanghai) Co. Ltd. has reported revenue of 94.28 crores and operating profit of 19.54 crores. Other subsidiaries have performed reasonably well during the year under review.

The other marketing subsidiaries viz. Dishman USA Inc. reported revenue of 85.94 crores and operating profit of 6.26 Crores. Dishman CARBOGEN AMCIS (Europe) Ltd reported revenue of 114.80 crores and operating loss of 5.86 Crores during the year under review.

SEARCH CONDUCTED BY THE INCOME TAX DEPARTMENT

On 19th December 2019, the Income Tax Department conducted a search at the Companys premises. As part of the process, the Company received notice under the Income Tax Act for filing the Income Tax Returns for past years to which necessary compliance has been made.

BUY BACK OF SHARES

As the members are aware that the Board of Directors at its meeting held on 16th January, 2020 had approved the buy-back by the Company of its equity shares from the open market through stock exchange mechanism as prescribed under Buy-back regulations at the maximum price of 150.00 per share for an aggregate maximum amount of 72.00 Crore.

The Buy-back was commenced on Monday, January 27, 2020 and closed on Friday, July 24, 2020 (both days inclusive). Till the date of closure of the Buy-back, the Company has bought back total 46,11,177 Equity Shares of 2/- each for an aggregate consideration of 34,66,87,214/- (Rupees Thirty Four Crores Sixty Six Lakh Eighty Seven Thousand Two Hundred and Fourteen Only) excluding Transaction Costs. Hence, the paid-up share capital of the Company as on 31st March, 2021 is reduced to 31,35,66,190/- divided into 15,67,83,095 equity shares of 2/- each. All the Equity Shares bought back under the Buy-back are extinguished in accordance with the provisions of the Buy-back Regulations.

RESEARCH AND DEVELOPMENT

The year has seen some exciting developments within Companys R & D Organisation. Company is now organised along therapeutic areas, with dedicated teams focusing on highly potent projects, contrast agents, vitamin D technology and other niche therapies alongside our traditional therapeutic areas. We are confident that this strategy will allow our R & D teams to be even more effective in bringing new medicines to both our customers and thus to patients of need around the world.

Companys focus remains solving complex technical challenges in chemical development and preparing complex processes for routine manufacture and have seen some great success in supporting its clients as well as working across our global platform to innovate and bring new products to patients. A tangible demonstration of this has been our vitamin D analogues where a global team made up of colleagues from India and Europe have been able to supply a highly challenging API process that actually benefitted patients in a recent clinical trial.

Companys global R & D pipeline remains at the highest level and it believe that globally this remains its key driver for future success. Companys global R & D teams continually demonstrate their skill and passion for making the complex and challenging tasks that lie before them transition to real products that are benefiting patients today.

Companys sole focus is to treat disease in all therapeutic areas and do this using the vehicles of science, technology and a passion for solving problems. At the core of Companys capabilities are its world class global R & D teams who strive to solve complex technical challenges for its clients and then ensure that through to manufacture of APIs, complex starting materials and intermediates that the products company deliver meet the industries stringent standards and advance its customers new therapies towards market launch.

CRAMS pipeline continues to be healthy across the Dishman platform both in terms of number of projects but also importantly in diversity of client base.

Companys product R & D teams also have a pivotal role to play in the growth of our business by developing new Quartenary Compounds, Phase Transfer Catalysts, Disinfectants and Vitamin D analogues to keep Dishman at the forefront of innovation in these markets.

New chemical entities are becoming more and more complex and as such it is vital that company continue to innovate and evolve its services and capabilities in areas such as highly potent API, to continue the war against cancer and Companys Antibody Drug Conjugates (ADC) capability has now started to bear fruit. Areas such as chromatography, high pressure, low temperature, irradiation and containment technology will continue to keep us at the forefront in the CRAMS sector globally.

Looking ahead to the coming year companys focus in CRAMS R & D will be to better leverage the skills that exist across the Companys global R & D platform in India, Switzerland, Holland, China and Manchester in a more Co-ordinated way to further support companys customers changing and diverse needs.

In companys product R & D groups have an exciting and challenging target list of new and improved products that company will begin to develop to both ensure sustainability of its product business and to introduce new products to the market especially in response to the ongoing challenges of disinfecting surfaces and spaces under the dark shadow of the global pandemic our world is gripped with.

QUALITY, HEALTH, SAFETY & ENVIRONMENT _QHSE_

Dishman is responding to COVID 19 outbreak, consist with its belief that the pharmaceutical industry has a humanitarian responsibility to serve the patient who are in need. Your Company remain committed to the health & safety of its employees and their families as well as business continuity to safety guard the interests of companys patient, partners, customers and other stockholders. COVID measures includes thermal & SPO2 screening at entrance, ensure social distancing at workplace & during transportation, encourage hand sanitization at strategic locations, periodic sanitization at workplaces & offices, training & counselling to companys employees, procured Oxygen concentrators for employees & their families in need. Company has also initiated vaccinated drive for its employees, their family members and surrounding peoples.

Your Company is committed to ensuring that those working with the Company are safe at work and that everyone takes responsibility for achieving this. We include EHS and climate change-related considerations in our business decisions and strive to minimize the environmental impact of our operations on the environment. Measuring, appraising and reporting on environmental, health and safety performance is an important part of continuous improvement in our EHS performance. Dishmans Environment, Health and Safety (EHS) organization conducts strategic planning to establish long-term EHS goals, assess resources required to achieve specific goals, and ensure critical business alignment.

Dishman evaluate customer feedback and satisfaction by internal and external communication in proposing and establishing its long-term relations and to achieve goals in manufacturing operations. Dishmans products and processes are developed in accordance with strictly defined local and international rules to ensure safety and Health of workers as well as the environment. This is achieved by conducting the Risk Assessment, Process Hazard Assessment, Identification of significant environmental aspects, Safety Audits, customer audits, HAZOP study and Environment audits. Safety & Environment Management Program are being taken to reduce the Significant Risk & Environment Aspects.

The Companys QHSE policy is being implemented, among others, through (i) Maintaining the "Zero Discharge" of waste water by series of treatment; (ii) Stripper system, Multiple effect evaporator and ATFD for concentrated effluent stream; (iii) Biological Effluent Treatment System, Tertiary treatment, Two Stage R.O. System and Multiple Effect Evaporator for Dilute Stream Effluent; (iv) Practicing On-site emergency plan by conducting mock-drills; (v) Replacement of hazardous process / chemical to non-hazardous process for converting to low hazards; (vi)

Fire detection and protection system available at site; (vii) Conducting intensive QHSE Training programs including contractor employees and monitoring the effectiveness of the same; (viii) Participation of employees in Safety committee meetings at all levels and celebrating the National Safety Day / Week and World Environment Day as well as observing Fire Service Day; (ix) Tree plantation to increase the green cover at site; (x) Independent safety and environment audits at regular intervals by third party and also in-house by cross functional team; (xi) In-house medical and health facility at site for pre- employment & periodical medical check-up of all employees including contract employees; (xii) Additional health checkup for employees based on their occupational needs; (xiii) Blood Donation Camp at site in association with the Ahmedabad Red Cross Society for social cause; (xiv) Rain water Harvesting System to conserve rain water and improve ground water level.

Dishman continues to pursue world class operational excellence on Process Safety Management (PSM). Dishman has established the capabilities within the Company and developed in-house experts in various facets of PSM. Process Hazard Analysis (PHA) at various plants is being carried out to reduce process safety risks.

Dishman, in its pursuit of excellence towards sustainable development and to go beyond compliance, integrated its ISO 14001:2015 for EMS, ISO 9001:2015 for QMS and BS ISO 45001:2018 for Occupational, Health and Safety Management systems. The company is also certified EN/ISO 13485:2016 for Medical Device Quality Management System for Disinfectant Products. The adopted systems are being monitored for continual improvements.

CREDIT RATING

India Ratings & Research Pvt. Ltd. ("Ind-Ra") has changed Credit Rating Outlook from "Rating Watch Evolving" ("RWE") to "Positive" after resolving RWE outlook. Ind-Ra has assigned both the Long Term Loan and Short Term Loan rating of the Company as IND A+ with a Positive Outlook and IND A1+, respectively.

Ind-Ra has evaluated the Companys rating during August, 2020.

INVESTOR EDUCATION AND PROTECTION FUND _IEPF_

Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend upto and for the financial year 2012-13, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer are given in details in the report on Corporate Governance which forms part of this Annual Report.

LISTING

The equity shares of the Company are listed on the National Stock Exchange of India Ltd., Mumbai (NSE) and BSE Ltd., Mumbai. Annual listing fees for the FY 2021-22, as applicable, have been paid before due date to the concerned Stock Exchanges.

FORMATION OF VARIOUS COMMITTEES

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

• Internal Complaints Committee (for redressal of Sexual Harassment complaint)

During the year, the Board has accepted all the recommendations made by various committees including Audit Committee. The details with respect to the compositions, powers, terms of reference, number and dates of meetings of such committees held during the year are given in details in the report on Corporate Governance which forms part of this Annual Report.

DISCLOSURES UNDER THE COMPANIES ACT, 2013 i) Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://imdcal.com/images/files/Investor-Relations/ Annual%20Return/Annual%20Return%20for%20 the%20year%20ended%2031.03.2021.pdf

ii) Board Meetings

Regular Meetings of the Board are held, inter-alia, to review the financial result of the Company. Additional Board Meetings are convened to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decisions are taken by the board through circulation from time to time.

During the FY 2020-21, the Board met Five (5) times i.e. on 3rd June, 2020, 13th August, 2020, 8th September, 2020, 12th November, 2020 and 11th February, 2021. The Board of Directors has also passed circular resolutions on 23rd March, 2021. Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

iii) Related Party Transactions

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. All the related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure A to this Boards report. The policy on Related Party Transactions has been approved by the Board and uploaded on the website of the Company. The details of the transactions with Related Party are provided in the accompanying financial statements vide note no.31 of notes on financial statement as per requirement of Ind AS 24 -related party disclosure. These transactions are not likely to conflict with the interest of the Company at large. All significant transaction with related parties is placed before audit committee periodically.

iv) Particulars of Loans, Guarantees or Investments under Section 186

The details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements forming part of Annual Report.

v) Material Changes and Commitments affecting the Financial Position of the Company occurred a_er the end of Financial Year

There are no material changes and commitments affecting the Financial Position of the Company occurred after the end of financial year.

vi) Subsidiaries, Joint Ventures and Associate Companies

During the year following changes happened in Subsidiary, Joint Ventures and Associate Companies:

• During the year, name of wholly owned subsidiary company viz. "Dishman Europe Ltd." has been changed to "Dishman CARBOGEN AMCIS (Europe) Ltd."

• On 19th November, 2020, a new step-down subsidiary company namely "CARBOGEN AMCIS REAL ESTATE" has been incorporated in France. The said subsidiary is wholly-owned subsidiary of Companys one of the step-down wholly-owned subsidiaries viz. CARBOGEN AMCIS INNOVATIONS AG.

• On 19th March, 2021, a new wholly owned subsidiary company namely "Invisible Biotech Pvt. Ltd." has been incorporated in India. Subsequently, it has been converted into Public Limited Company w.e.f. 11th May, 2021.

In view of the above, the total number of subsidiaries including step down subsidiaries as on 31st March, 2021 was Twenty Two (22).

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Annual Report.

The annual financial statements and related detailed information of the subsidiary companies will be provided on specific request made by any shareholders and the said financial statements and information of subsidiary companies are open for inspection at the registered office of the company during office hours on all working day except Saturdays, Sunday and Public holidays between 2 p.m. to 4 p.m. The separate audited financial statement in respect of each of the subsidiary companies is also available on the website of the Company at www.imdcal.com.

As required under Regulation 33 of SEBI (LODR) Regulations, 2015 and in accordance with the requirements of Ind AS 110, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and is included in the Annual Report.

GENERAL DISCLOSURE i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise:

During the year 2020-21, the Company has not issue any of Equity Shares including sweat equity with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS :

During the year, the Company has not issued any shares under Employee Stock Option Scheme.

iii) Whether the Managing Director or the Whole-time Directors of the Company receive any remuneration or commission from any of its holding /subsidiary companies :

Mr. Arpit J. Vyas, Global Managing Director of the Company has received remuneration as a Director from one foreign wholly owned subsidiary company namely CARBOGEN AMCIS AG., Switzerland, which is in compliance with the provisions of the Companies Act, 2013. He being a Partner of Adimans Technologies LLP, a holding LLP of the Company, has right to receive profit in the ratio of 20% from the said LLP.

Mrs. Deohooti J. Vyas, Whole-time Director, being a Partner of Adimans Technologies LLP, a holding LLP of the Company, has right to receive profit in the ratio of 40% from the said LLP.

Mr. Arpit J. Vyas and Mrs. Deohooti J. Vyas have voluntarily decided not to draw any remuneration from the Company during financial year 2020-21. Other details of remuneration pertaining to Mr._ Arpit J. Vyas and Mrs. Deohooti J. Vyas have been disclosed in report on Corporate Governance.

iv) Any significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which could impact the going concern status and the Companys future operations.

v) Secretarial Standards

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to the Company were followed and complied with during 2020-21. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS & KMPS Retire by Rotation

Mr. Arpit J. Vyas, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. A resolution seeking shareholders approval for his reappointment forms part of the Notice.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2021 are i) Mr. Arpit J. Vyas, Global Managing Director; ii) Mr. Harshil R. Dalal, Global Chief Financial Officer and iii) Ms. Shrima Dave, Company Secretary.

Statement of Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, read with Regulations 25(8) of the SEBI (LODR) Regulation, 2015 ("Listing Regulations") that he/she meets the criteria of independence as laid out in the Companies Act, 2013 and the Listing Regulations.

Also, Independent Directors affirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as well as Code of Conduct for Directors and senior management personnel formulated by the Company.

Board Evaluation & Criteria

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition, effectiveness of processes & information etc. of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees and Independent Directors after seeking inputs from all the members of the Board and its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

Nomination and Remuneration Committee also reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Independent Directors Meeting

A Separate meeting of Independent Directors held on 11th February, 2021 without the attendance of Non-Independent Directors and members of the Management. In the said meeting, Independent Directors reviewed the followings:

• Performance evaluation of Non Independent Directors and Board of Directors as a whole;

• Performance evaluation of the Chairperson of the Company taking into account the views of executive directors and nonexecutive directors;

• Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

The Independent Directors expressed their satisfaction with the evaluation process.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on companys website www.imdcal.com.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The salient features of the Policy on Directors appointment and remuneration of Directors, KMP & senior employees and other related matters as provided under Section 178(3) of the Companies Act, 2013 is stated in the report on Corporate Governance which is a Part of the Boards Report. The detailed Policy is placed on the website of the Company at https://imdcal.com/images/files/Investor-Relations/ Po l i c i e s % 2 0 of % 2 0 Di s h m a n % 2 0 C a r b o g e n % 2 0 Amcis%20Limited/Policy%20on%20Remuneration%20 o f % 2 0 D i r e c t o r s , % 2 0 Ke y % 2 0 M a n a g e r i a l % 2 0 Personnel%20&%20Senior%20Employees%20AND%20 Succession%20Policy.pdf

DISCLOSURE UNDER RULE 5 OF THE COMPANIES _APPOINTMENT & REMUNERATION_ RULES, 2014

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as

Annexure B.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure C.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Independent Directors are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company undertook various steps to make the Independent Directors have full understanding about the Company. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Pharma Industry as a Whole. Generally, site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. However, due to COVID-19 pandemic such visits were not organised during the financial year 2020-21. The details of such familiarisation programmes have been disclosed on the Companys website at https:// imdcal.com/images/files/Investor-Relations/Policies%20 of%20Dishman%20Carbogen%20Amcis%20Limited/ Familiarisation%20Programme.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state that :

• In the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• 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 at the end of the financial year and of the profit or loss of the Company for that period;

• The Directors 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;

• The Directors have prepared the annual accounts on a going concern basis;

• 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;

• 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.

INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of internal financial control system and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.

INSURANCE

Assets of your Company are adequately insured against various perils.

RISK MANAGEMENT FRAMEWORK & POLICY

In compliance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Directors Report. The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board may threatens the existence of the Company.

As per Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee has additional oversight in the area of financial risks and control.

Risk management is an integral part of business practices of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures.

The Company has framed formal Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Companys Risk Management framework is well-defined to identify, monitor and minimizing/mitigating risks. While defining and developing the formalized risk management system, leading standards and practices have been considered. The risk management system is relevant to business reality, pragmatic and simple.

The Risk Management framework has been developed and approved by the Risk Management Committee in accordance with the business strategy. Risk Management and Risks & concerns have also been discussed in the Management Discussion and Analysis, which forms part of this report.

The key elements of the framework include: Risk Structure; Risk Portfolio and Risk Measuring & Monitoring and Risk Optimising. The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

The brief role of Risk Management Committee as per amended Listing Regulations are:

• To formulate a detailed Risk Management Policy;

• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

• To periodically review the risk management policy including by considering the changing industry dynamics and evolving complexity;

• To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy pursuant to the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Policy empowers all the stakeholders to raise concerns by making protected disclosures as defined in the Policy.

The policy also provides for adequate safeguards against victimization of whistle blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and the Policy is available on the website of the Company at www.imdcal.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad, (Firm Registration No. 110240W) and M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai, (Firm Registration No. 103523W/W100048) were appointed as Joint Statutory Auditors of the Company by the members of the Company at their Annual General Meeting (AGM) held on 28th September, 2017 for the term of four years starting from 10th AGM till the conclusion of 14th AGM to be held in the year 2021.

Accordingly, the term of existing joint statutory auditors gets completed on conclusion of 14th AGM of the Company in terms of the said approval and Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014. As their term will expire on conclusion of 14th AGM and they are Joint Statutory Auditors of the Company since FY 2015-16, the Board of Directors of the Company proposes to change the Statutory Auditors as part of good corporate governance. The Audit Committee and the Board of Directors at their meetings held on 11th May, 2021, after considering various parameters and subject to approval of the shareholders, recommended the appointment of M/s. T R Chadha & Co. LLP, Chartered Accountants (Firm Registration No.006711N/ N500028) as Statutory Auditors in place of retiring Joint Statutory Auditors, for a term of 5 (five) consecutive years commencing from conclusion of this 14th AGM till the conclusion of 19th AGM.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor Report does not contain any qualification or reservation. There is also no fraud has been reported by the Auditors in their Audit Report for the year ended March 31, 2021.

Internal Auditors

M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 113742W) has been internal auditor of the Company for the year 2020-2021. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors reports and their findings on the internal audit, has been reviewed by the Audit Committee on a quarterly basis. The scope of internal audit is also reviewed and approved by the Audit Committee.

M/s. Shah & Shah Associates, Chartered Accountants are associated with the Company as an Internal Auditors since year 2015, hence, as a part of good corporate governance, the Board of Directors at their meeting held on 11th May, 2021, on the recommendation of the Audit Committee appointed M/s. Sharp & Tannan Associates, Chartered Accountants (Firm Registration No. 109983W) as an Internal Auditors of the Company for the financial year 2021-22.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Ashok P. Pathak, Practicing Company Secretary (Membership No. ACS: 9939; CP No: 2662), as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended in the Annexure D to the Directors Report. The observations and comments, if any, appearing in the Secretarial Audit Report are self-explanatory and do not call for any further explanation / clarification. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark and also no fraud has been reported for the year ended March 31, 2021.

Cost Audit

Central Government has notified rules for Cost Audit and as per Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs; Company is not falling under the Industries, which will subject to Cost Audit. Therefore, filing of cost audit report for the FY 2020-21 is not applicable to the Company. However, as required under Section 148(1) of the Companies Act, 2013, Company has maintained necessary Cost Records.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION ANALYSIS REPORT

As per Regulation 34 of SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, as well as "Management Discussion and Analysis" confirming compliance, is set out in the Annexure forming an integral part of this Report. A certificate from Practicing Company Secretary regarding compliance with corporate governance norms stipulated in Regulation 34 of SEBI (LODR) Regulations, 2015 is annexed to the report on Corporate Governance.

In compliance with one of the Corporate Governance requirements as per Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, the Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed compliance thereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure E and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a part of Corporate Social Responsibility (CSR), the Company continued extending help towards social and economic development of the villages and the communities located close to its operations and also providing assistance to improving their quality of life. Companys intention is to ensure that we meet the development needs of the local community. CSR is not just a duty; it is an approach towards existence. The Company see CSR as a creative opportunity to fundamentally strengthen the Companys business, while contributing to the society and creating social, environmental and economic impact. The Companys motto is to build a sustainable life for the weaker and under-privileged sections of the Society.

The Company has constituted CSR Committee and has framed a CSR Policy. The brief details of CSR Committee and contents of CSR Policy is provided in the report on Corporate Governance. The details of CSR activities carried out by the Company are appended in the Annexure F to the Directors Report. The CSR Policy is available on the website of the Company at –www.imdcal.com.

URL: https://imdcal.com/images/files/Investor-Relations/Policies%20of%20Dishman%20Carbogen%20 A m c i s % 2 0 L i m i t e d / C o r p o r a t e % 2 0 S o c i a l % 2 0 Responsibility%20Policy..pdf

BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34 of SEBI (LODR) Regulations,2015, top 1000 companies based on market capitalization (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is annexed herewith as Annexure G.

DIVIDEND DISTRIBUTION POLICY

As per amended Regulation 43A of SEBI (LODR) Regulations, 2015, top 1000 companies based on market capitalization (calculated as on March 31 of every financial year) are required to formulate Dividend Distribution Policy. In this regard, the Board has approved the Dividend Distribution Policy in line with said Regulation. The said policy is available on website of the Company and can be accessed at https://imdcal. com/images/files/Investor-Relations/Policies%20 of%20Dishman%20Carbogen%20Amcis%20Limited/ Dividend%20Distribution%20Policy.pdf.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from foreign institutions, banks, associates, Government authorities, customers, supplier, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services and teamwork by the executives, staff members and workers of the Company for enthusiastic contribution to the growth of Companys business.

For and on behalf of the Board of Directors

Janmejay R. Vyas

Chairman DIN - 00004730

Date: 11th May, 2021

Place: Ahmedabad