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, 2020.

FINANCIAL RESULTS

( Rs in crores)

Particulars

Standalone

Consolidated

2019-2020 2018-2019 2019-2020 2018-2019
Revenue from Operations 580.74 549.47 2043.60 2058.60
Earning Before Interest Tax Depreciation and Amortisation (EBITDA) 173.58 193.79 522.44 551.90
Other Income 69.55 71.68 44.46 53.82
Depreciation & Amortisation (other than Goodwill) 52.19 47.85 194.41 151.92
Amortisation of Goodwill 88.46 88.46 88.46 88.46
Profit Before Interest and Tax 102.48 129.16 284.03 365.34
Finance Costs 47.02 47.43 61.95 56.55
Profit Before Tax 55.46 81.73 222.08 308.79
Tax Expense 16.94 25.42 41.78 98.47
Profit After Tax 38.52 56.01 180.30 210.32

PERFORMANCE AND OPERATION REVIEW

Standalone Financial Results

In FY 2019-20, your Company achieved revenue of Rs 580.74 crores as compared to Rs 549.47 crores in FY 2018-19. Profit before tax stood at Rs 55.46 crores in FY 201920 as against Rs 81.73 crores in FY

2018- 19. Profit after tax for the year remained at Rs 38.52 crores in FY 2019- 20 as compared to Rs 56.01 crores in FY 2018-19.

Earning per share for the FY 201920 remained at Rs2.46 per share as against Rs3.47 per share in FY 2018-19.

Consolidated Financial Results

In FY 2019-20, your Company achieved revenue of Rs 2043.60 crores as compared to Rs 2058.60 crores in FY 2018-19. Profit before tax stood at Rs 222.08 crores in FY 2019-20 as against Rs 308.79 crores in FY 2018-19. Profit for the year remained at Rs 180.30 crores in FY 2019-20 as compared to Rs 210.32 crores in FY2018-19.

Earning per share for the FY 201920 remained at Rs11.20 per share as against Rs13.03 per share in FY 201819. Cash Earning per share for the current year works out to Rs 26.54 as against Rs 27.88 in the previous year.

A detail analysis of the performance of your 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

Your company has taken the risks associated with COVID-19 very seriously, and has implemented a set of measures aimed at limiting any risk to Companys employees, customers and associates.

Even though, manufacturing of pharmaceutical products was exempted in lockdown situation in India, there were certain obstacles which your company was encountering, namely limited movement of goods and people.

Your company is continuously reviewing and reassessing new and rapidly evolving risks and taking appropriate actions keeping safety of people as the foremost priority. Below is a summary of all actions implemented:

1. Placing employees health, customers protection and patient safety first

• Employees receive regular updates and clear guidelines, especially hygiene requirements.

• Your company has already taken measures to protect its employees at all its different locations, including limitation of contact (e.g. handshakes and other forms of physical greetings, etc.), quarantine of people coming back from high-risk areas, and installing disinfectant dispensers at site entrances.

• Sick employees are not permitted to come on site. They must also inform HR of the state of their health.

• Your company has followed all local authorities recommendations and instructions to fight against virus propagation at all sites.

• In the case of external visitors or third party contractors, the host/internal contact person is responsible for clarifying (in advance) whether the people stayed in or were in contact with persons from crisis areas in the last 14 days. In the event of suspected cases, the visit will be postponed. This procedure is under evaluation on a weekly basis and can be adjusted if the situation requires it.

• All customer visits have been cancelled.

2. A secure supply chain

Now as the pandemic status has been declared by the WHO the situation is considered as a Force Majeure situation. We do every effort to keep our supply chain channels open. Our supply chain has been assessed and we do not see any short-term risk of product shortage, because a large part of it is integrated within our group of companies.

3. Avoiding unnecessary risks

• All meetings are to be conducted over teleconferences to limit face-to-face assemblies (e.g., restriction of travel between sites excepted for emergencies.)

• Business trips are not permitted.

• Your company has adopted policy of home office work for employees who were able to do so in order to minimize direct close personal contact with colleagues for a period of 30 days. Any colleagues in contact with the crisis area or suspected of being infected are required to remain at home and self-isolate.

Further, among other products, Company manufactures disinfectants, including sanitizers, for institutional and retail sale. Due to the current COVID-19 situation, your company is experiencing an increased demand in this business segment. In India, your company has also been distributing these products, especially sanitizers, for free to financially weaker sections of the society, policemen who have been instrumental in monitoring the traffic flow for the safety of people and health workers who have been serving the patients relentlessly.

Further, your company has been facing certain logistic issues on the importation of raw materials and exportation of finished products to be supplied to its customers due to the COVID-19 situation in India. This has been resulting in delay of supply of goods to customers from India as majority of companys revenues in India comes from exports.

However, your company has not faced any major operational challenges due to COVID-19 situation in its overseas subsidiaries till date and these are functioning with all necessary precautionary steps. However, in India, since the operations are more labour intensive, your company has been taking extra precautions, for the workforce at the plants.

Your company continues to monitor the impact of Covid-19 on its business, including its impact on customers, supply-chain, employees and logistics. Due care has been exercised, in concluding on significant accounting judgements and estimates, including in relation to recoverability of receivables, investments and inventory, based on the information available to date, while preparing your companys financial results as of and for the year ended March 31, 2020.

EDQM AUDIT

During the month February, 2020, your companys Bavla Site was jointly inspected by the Swissmedic and European Directorate for the Quality of Medicines & HealthCare (EDQM) for your companys product Dihydrotachysterol, which resulted in certain observations deficient to EU GMP Part II and other relevant Annexes for the site. Certain Certificate of Suitability (CEPs) belonging to your company were also suspended.

Your company has already formed an internal task force staffed by team members from around our global group. Due to the difficulties of people movement around the globe with regard to COVID-19, currently your company has appointed consultants to supplement your companys team in India in order to rectify these deficiencies. As a consequence of the EDQM Audit observations, your company is also performing risk analysis on other products as well, according to the customer requirements, due to which there is an impact on production of other products as well at the Bavla site. Your company should be able to manufacture products other than the ones where the standalone CEPs were suspended by putting in interim controls to the satisfaction of the customers. However, this will have an impact on the standalone revenues of your company for the financial year 2021. Your company remains committed to maintaining highest standards of compliance and will work closely with the Swissmedic and EDQM to comprehensively address all the observations.

DIVIDEND

Your Directors have considered it financially prudent in the long term interest of your company to reinvest the profits into the business of your company and therefore no dividend has been recommended for the financial year ended March 31, 2020. However, your company declared a buyback of its equity shares amounting to Rs 72 crores in January, 2020.

TRANSFER TO RESERVES

Due to amortization of Goodwill on account of merger, your company has not transferred any amount to the General Reserves.

DEPOSIT

Your 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

One of the most important metrics that your company tracks is the number of new molecules under development for your company at a group level, especially in Phase III, and the ones that have moved from development stage to product approval stage for your customers. The last year was extremely significant in this aspect as your company was successful in developing many molecules, which moved into late Phase III and also some of them receiving regulatory approvals. Your company is witnessing an increasing demand for development of new molecules, even during the pandemic time that is being witnessed globally. Your employees have worked relentlessly and have proven yet again that they are the biggest assets of your company.

In the last quarter of the financial year 2020, the world witnessed one of the possibly worst pandemics ever, which started having an impact on the global operations of most organizations. Your manufacturing plant in Shanghai remained closed for a week in the month of February, 2020 due to the outbreak of the corona virus and the operations in India got impacted in March, 2020 and has remained impacted in the first two months of the current financial year due to the lockdown imposed by the government. Majority part of your operations in the Europe remained largely unaffected and your company was able to continue its production for almost 75% of the consolidated business without any major issues. Your company was able to take timely action for protection of its employees as well as communicate with its customers about the possible impact of the pandemic event on the shipment of their products. Moreover, your companys manufacturing plant located in Bavla, India, underwent a joint inspection from the SwissMedic and EDQM authorities in February, 2020, due to which there were certain observations that were issued and the site was found to be non-compliant with EU GMP guidelines. This, along with the COVID situation, has been impacting the production at this site. Your company has formed a global task force to address all observations and ensure that the Bavla site is in compliance with all GMP requirements and production can again be carried out at optimal levels.

Your company expects the impact of the COVID-19 and EDQM to weigh on the financial performance atleast till the end of the first half of the current financial year. Your company expects to make up for the lost revenue in the first half in India by way of increased production in the second half of the financial year as well as in the next year.

CRAMS

Your company has been increasing its focus on CRAMS segment of the business as it has been receiving great attention from all major pharmaceutical companies as well as the small to mid-sized biotech companies. Because of the targeted focus on the niche therapeutic segment, your company has been able to continuously fill the development pipeline with novel molecules.

During the year, your company commenced utilization of the new building in Switzerland where it had shifted development capacities from the earlier rented building as well as added HIPO development capacities. Additional scientists were also recruited for undertaking new development projects in this building as well as the existing buildings.

Your company continues to commercially manufacture products for the clients where it has entered into long term contracts.

With 18 molecules in late Phase III and 4 customer molecules receiving approval, your company is at a very promising stage where the next phase of growth can be exponential. Moreover, your company plans to expand in the area of finished dosage parenteral contract manufacturing in France. Both the above expansions would require significant amount of capex linked to growth to be incurred over the next 3 years time. This will fuel the next phase of incremental growth for your company.

Your companys continued focus on developing niche molecules to cater to the unmet needs of the society is yielding very good dividends to the stakeholders. Your diverse geographical presence as well as talent deployed from various ethnicities is working very well for your company.

Vitamin D Analogues and Cholesterol

Your companys subsidiary Carbogen Amcis BV has been consistently performing well over the last 4-5 years owing to its continued focus on the high margin Vitamin D analogues business and cholesterol sales. Due to higher share of sales of cholesterol as compared to Vitamin D analogues in FY2020, the combined margins were lower as compared to those in FY2019. However, your company expects the analogues business along with cholesterol to increase in the future due to the increased demand for Vitamin D globally. Your company expects to file certain patents for the processes to manufacture analogues globally. It has also tied up with a professor at Boston University to undertake trials on evaluating the efficacy of the analogues on certain patients suffering from certain ailments.

Your company is also on the verge of completing its manufacturing plant for producing softgel capsules, which can also be utilized for formulating analogues into soft gel capsules, which could be significant opportunity in the future.

Generic API and Disinfectant Business

Your companys disinfectant business is expected to show good growth in the current financial year due to the COVID-19 situation globally. Your company has been manufacturing sanitizers and disinfectant products for distribution for free to the weaker sections of the society, policemen and other social servants so that cleanliness can be spread and thus chances of contracting COVID gets reduced.

Your company has been and would continue to focus on niche generic APIs where the margins are high and discontinue manufacturing of the low margin generic APIs/intermediates. Your company had 8 Certificate of Suitability (CEPs) suspended on account of the EDQM inspection observations, which would be restored after implementation of corrective actions and inspection by the EDQM authorities, which might take 12-18 months. Your company may even decide to discontinue some of these products due to the lower margin realizations.

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 Rs 1042.32 crores and operating profit of Rs 357.76 Crores.

CARBOGEN AMCIS BV., performed well during the year, reported revenue of Rs 271.22 crores and operating profit of Rs 82.25 crores.

CARBOGEN AMCIS Ltd. (UK) reported a revenue of around Rs 95.15 Crores and operating profit of Rs 4.79 Crores. CARBOGEN AMCIS SAS (RIOM) also perform well, it was reported revenue of Rs 34.99 crores and operating profit of Rs 10.92 crores. CARBOGEN AMCIS (Shanghai) Co. Ltd. has reported revenue of Rs 57.58 crores and operating profit of Rs (4.51) crores due to its underutilized capacities. Other subsidiaries have performed reasonably well during the year under review.

The other marketing subsidiaries viz. Dishman USA Inc. reported revenue of Rs 142.07 crores and operating profit of Rs 12.44 Crores. Dishman Europe Ltd reported revenue of Rs 273.82 crores and operating profit of Rs 8.66 Crores during the year under review.

SEARCH CONDUCTED BY THE INCOME TAX DEPARTMENT

The Income tax authorities conducted a search operation at the various locations of company premises from 19th December 2019 to 25th December 2019. As a law abiding corporate, your company has extended full co-operation to the officials during the search and provided all the information sought. All the operations of your company during this period continued as usual and there was no impact whatsoever on the business at all.

As of the date of the annual report, your company has not received any official notice, letter or communication demanding it to pay any taxes on account of the search conducted at its premises.

BUY-BACK OF SHARES

The Board of Directors of your company, at its meeting held on January 16, 2020 has approved the Buy-back of fully paid up equity shares by your company having face value of Rs 2/- each ("Equity Share(s)") from open market through stock exchange mechanism prescribed under the Buy-back

Regulations from the equity shareholders/beneficial owners of the Equity Shares of your company other than the Promoters, members of Promoter Group and persons in control of the Company, for an amount not exceeding Rs 72,00,00,000/- (Rupees Seventy Two Crores Only) excluding transaction costs viz. fees, brokerage, applicable taxes such as securities transaction tax, goods and services tax, income tax, stamp duty, etc. ("Transaction Costs") ("Maximum Buy-back Size") at a price not exceeding Rs 150/- (Rupees One Hundred and Fifty Only) per Equity Share ("Maximum Buy-back Price") payable in cash which represents 1.48% and 1.38% of the total paid-up equity share capital and free reserves (including securities premium account) as per the audited standalone financial statements and the audited consolidated financial statements respectively of your company for the financial year ended on March 31, 2019 ("Buy-back"). Since the Maximum Buy-back Size is not more than 10% of the total paid- up equity share capital and free reserves (including securities premium account) of the Company, the approval of shareholders of the Company is not required in terms of Section 68(2)(b) of the Act and Regulation 5(i)(b) of the Buy-back Regulations.

In respect of the Buy-back,

Company has published Public Announcement on 20th January, 2020 and pursuant the said Public Announcement, Company has commenced buy-back of its shares from Monday, January 27, 2020.

Your company has bought back Rs 45,31,177 Equity Shares of Rs 2/- each till 31st March, 2020 at an aggregate consideration of Rs 33,99,47,125.50/-, resulting in reduction of the paid- up share capital of your company to Rs 15,68,63,095 Equity Shares of Rs 2/- each. Hence, the paid-up share capital of your company as on 31st March, 2020 is reduced from Rs 32,27,88,544/- to Rs 31,37,26,190/- divided into Rs 15,68,63,095 equity shares of Rs 2/- each. In this regard, after executing necessary Corporate Action by the Company for the shares purchased under buy-back during the month of March, 2020, on 10th April, 2020, NSDL & CDSL has extinguished the said shares by debiting the same in their system. After that, your company has bought back further 80,000 Equity Shares of the face value of Rs 2/- each till the date of this report. 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

Your companys sole focus is to treat disease in all therapeutic areas.

Your company does this using the vehicles of science, technology and a passion for solving problems. At the core of your Companys capabilities are your world class Global R&D teams who strive to solve complex technical challenges for Companys clients and then ensure that through to manufacture of APIs, complex starting materials and intermediates that the products we deliver meet the industries stringent standards and advance our customers New Therapies towards market launch.

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

Your 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 DCAL at the forefront of innovation in these markets.

New Chemical Entities are becoming more and more complex and as such it is vital that we continue to innovate and evolve our services and capabilities in areas such as Highly Potent API, to continue the war against cancer and our 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 our focus in CRAMS R&D will be to better leverage the skills that exist across our Global R&D platform in India, Switzerland, Holland, China and Manchester in a more coordinated way to further support our customers changing and diverse needs.

In our Product R&D groups we have an exciting and challenging target list of new and improved products that we will begin to develop to both ensure sustainability of our 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)

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 longterm EHS goals, assess resources required to achieve specific goals, and ensure critical business alignment.

Dishman considers feedback from internal and external stakeholders in proposing and establishing its long-term 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.

Your 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.

Your Company 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. Your 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 "Stable" to "Rating Watch Evolving" ("RWE"). Ind-Ra has assigned both the Long Term Loan and Short Term Loan rating of your company as IND A+ (RWE) and IND A1+ (RWE), respectively.

The RWE considers the search operations conducted by income tax authorities at your companys head office and manufacturing sites on 19 December 2019. The rating outlook shall be monitored and resolved within six months. Ind-Ra has evaluated your companys rating during January, 2020.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013, your company has transferred the unpaid or unclaimed dividend upto and for the financial year 2011-2012, 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.

ACCOUNTING IMPACT PURSUANT TO SCHEME OF ARRANGEMENT AND AMALGAMATION

As the members are aware that the Honble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned a Scheme of Arrangement and Amalgamation amongst the Company; Dishman Pharmaceuticals and Chemicals Limited (DPCL); Dishman Care Limited (DCL) and their respective shareholders and Creditors ("Scheme") in terms of the provisions of Section 391 to 394 of the Companies Act, 1956. The appointed date for the Scheme was 1st January, 2015. The Scheme has become effective upon filing of certified copy of said order of Honble High Court with the Office of Registrar of Companies, Gujarat/MCA on 17th March, 2017. Accordingly, DPCL as a going concern, stands amalgamated with your company with effect from the Appointed Date i.e. 1st January, 2015.

Accounting Impact

The amalgamation has been accounted under the "Purchase Method" as per the then prevailing Accounting Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Honble High Court, Gujarat, which is different from Ind AS 103 "Business Combinations". Accordingly, the assets and liabilities of DPCL and DCL have been recorded of their fair value as on Appointed Date. The purchase consideration of Rs 4810 crores has been paid by way of issue of shares of the Company. The excess of consideration payable over net assets acquired has been recorded as goodwill amounting Rs 1326.86 crores, represented by underlying intangible assets acquired on amalgamation and is being amortized over the period of 15 years from the Appointed Date. Had the goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended March 31, 2020 would have been lower by Rs 88.46 crores and the Profit Before Tax for the year ended March 31, 2020 would have been higher by an equivalent amount.

LISTING

The equity shares of your company are listed on the National Stock Exchange of India Ltd., Mumbai (NSE) and BSE Ltd., Mumbai. Annual listing fees for the FY 2020-2021, 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.

Your 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 (Sexual Harassment Committee)

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) Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of subsection 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure A to this Report.

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 2019-20, the Board met Six (6) times i.e. on 15th May, 2019, 13th August, 2019, 30th September, 2019, 23rd October, 2019, 16th January, 2020 and 23rd January, 2020. 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 B to this Boards report. The policy on Related Party Transactions has been approved by the Board and uploaded on the website of your 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 your 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

During the year under review, your company has made investments, Loan, guarantee in compliance of Section 186 of the Companies Act, 2013, the said details are given in the notes to the financial statements.

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

There are no material changes and commitments affecting the Financial Position of your 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, your company has acquired 100% shareholding of its group Company viz.

Dishman Biotech Ltd. (DBL), as a part of strategic investment.

Your company has acquired 15,00,000 equity shares of face value of Rs 10/- each @ premium of Rs 20/- per share aggregating to Rs 4.50 crores, constituting 100% equity of DBL. Accordingly, DBL becomes wholly owned subsidiary of the Company. DBL is engaged in the business of manufacturing of Bulk Drugs, Drug formulations and performance Chemicals in lndia for export markets.

DBL is growing entity and its manufacturing facility is situated adjacent to your companys Bavla facility.

• On 26th September, 2019, a new step-down subsidiary company namely "CARBOGEN AMCIS SPECIALITIES AG" has been incorporated in Switzerland. The said subsidiary is wholly-owned subsidiary of Companys one of the wholly-owned subsidiaries viz. CARBOGEN AMCIS Holding AG.

• On 26th September, 2019, a new step-down subsidiary company namely "CARBOGEN AMCIS INNOVATIONS AG" has been incorporated in Switzerland. The said subsidiary is wholly-owned subsidiary of Companys one of the wholly-owned subsidiaries viz. CARBOGEN AMCIS Holding AG.

• On 22nd November, 2019, a new step-down subsidiary company namely "DISHMAN CARBOGEN AMCIS AG" has been incorporated in Switzerland. The said subsidiary is wholly-owned subsidiary of Companys one of the wholly-owned subsidiaries viz. Dishman CARBOGEN AMCIS (Singapore) Pte. Ltd.

In view of the above, the total number of subsidiaries including step down subsidiaries as on 31st March, 2020 was Twenty (20).

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 your 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 your 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 your company at www.dishmangroup.com.

As required under Regulation 33 of SEBI (LODR) Regulations, 2015 and in accordance with the requirements of Ind AS 110, your 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 2019-2020, your 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, your 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 your company has received remuneration as a Director from one foreign wholly owned subsidiary company namely CARBOGEN AMCIS AG., Switzerland apart from your company, which is in compliance with the provisions of the Companies Act, 2013. He is being a Partner of Adimans Technologies LLP, a holding LLP of your 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 your company, has right to receive profit in the ratio of 40% from the said LLP.

Details of remuneration received by 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 your companys future operations.

v) Secretarial Standards

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to your company were followed and complied with during 2019-20. Your 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.

DRECTORS & KMPs

Retire by Rotation

Mr. Janmejay R. Vyas, Director of your 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 re-appointment forms part of the Notice.

Appointment Independent Director

During the year, the Board of Directors appointed Ms. Maitri K. Mehta as an Additional Director designated as an Independent Director w.e.f. 1st April, 2019 and her appointment was approved by the shareholder in the last Annual General Meeting held on 24th September, 2019. Ms. Maitri K. Mehta has been appointed as a regular Director in Independent Director category, not liable to retire by rotation, for a first term of five (5) consecutive years i.e. from 1st April, 2019 to 31st March, 2024.

The Board also opine that Ms. Maitri K. Mehta is a person of integrity and possesses vide experience and expertise beneficial to your company and she also registered herself with Independent Directors data bank maintained by Indian Institute of Corporate Affairs and holds valid registration certificate.

Whole-time Director

The Board of Directors on recommendation of Nomination and Remuneration Committee has reappointed Mrs. Deohooti J. Vyas as Whole-time Director of your company for a further period of 5 (five) years with effect from 3rd September, 2021, subject to approval of shareholders, as her current term of office is upto 2nd September, 2021. The approval of members for her re-appointment as Whole-time Director alongwith rational for such re-appointment is being sought vide item no.3 in Notice of the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 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 Regulation 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 23rd January, 2020 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 non executive 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 our website www. dishmangroup.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:// www.dishmangroup.com/Files/DishmanGroup/Investor-Relations/Policy%20on%20Remuneration%20of%20Directors.%20Key%20Managerial%20Personnel%20&%20 %20Senior%20Employees%20AND%20Succession%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 C.

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 D.

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. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

The details of such familiarisation programmes have been disclosed on the Companys website at https://www.dishmangroup.com/Files/DishmanGroup/Investor-Relations/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, 2020, 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 director 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

The Board of Directors has constituted a Risk Management Committee on 23rd January, 2019 in compliance with the provisions of SEBI (LODR) Regulations, 2015. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Directors Report.

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 senior management 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 objectives and scope of Risk Management Committee broadly comprises of:

• Oversight of risk management performed by the executive management;

• Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and SEBI (LODR) Regulations;

• Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

Risk Management Policy

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.

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.dishmangroup.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 to hold office until the conclusion of 14th AGM to be held in the year 2021.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Statutory Auditors in every AGM subsequent to their appointment has been dispensed.

The Company has received a confirmation from 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) to the effect that they are not disqualified from continuing as Auditors of the Company.

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, 2020.

Internal Auditors

M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 113742W) has been internal auditor of the Company. 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.

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 E 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, 2020.

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 2019-20 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 F 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 G to the Directors Report. The CSR Policy is available on the website of the Company at - www.dishmangroup.com

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 H.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (LODR) Regulations, 2015, top 500 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 www.dishmangroup. com. The Policy is annexed as Annexure I to the Directors Report.

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
Date : 3rd June, 2020 Janmejay R. Vyas
Place : Ahemdabad Chairman DIN - 00004730

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration And Other Details:

1. CIN L74900GJ2007PLC051338
2. Registration Date 17th July, 2007
3. Name of the Company Dishman Carbogen Amcis Limited
4. Category / Sub-Category of the Company Public Company Limited by Shares
5. Address of the Registered office and contact details Dishman Corporate House, Iscon-Bopal Road, Ambli, Ahmedabad - 380058, Gujarat Contact No. : +91 (O) 02717-420102/124 Email: grievance@dishmangroup.com Website: www.dishmangroup.com
6. Whether listed company Yes / No Yes, Listed Company
7. Name, Address and Contact details of Registrar and Transfer Agent, if any Link Intime India Pvt. Ltd., 506-508, Amarnath Business Centre-1, (ABC-1), Besides Gala Business Centre, Near St. Xaviers College Corner, Off C G Road, Ellisebridge, Ahmedabad - 380 006 Tel. No. 91-79-2646 5187, Fax No.: 91-79-2646 5179 Email: ahmedabad@linkintime.co.in

II. Principal Business Activities Of The Company

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description of main Products / Services NIC Code of The Product/ Service % to total turnover of the Company
1 Bulk Drugs & API 21001 100%

III. Particulars Of Holding, Subsidiary And Associate Companies

Sr. No. Name and address of the company CIN/GLN Holding/ Subsidiary / Associate Company % of shares held Applicable Section
1 Adimans Technologies LLP Dishman Corporate House, Iscon-Bopal Road, Ambli, Ahmedabad - 380058 AAO-1469 Holding 63.17% 2(46)
2 Dishman Europe Ltd. Suite 4 De Walden Court, 85 New Cavendish Street, London, W1W 6XD United Kingdom N.A. Subsidiary 100% 2(87)
3 Dishman USA. Inc. 476, Union Avenue, Second Floor, Middlesex, NJ 08846 N.A. Subsidiary 100% 2(87)
4 CARBOGEN AMCIS (Shanghai) Co. Ltd.Rs No. 69 Shungong Road, Shanghai Chemical Industry Park, Shanghai 201507, China N.A. Subsidiary 100% 2(87)
5 CARBOGEN AMCIS Holding AG Hauptstrasse 171, CH- 4416 Bubendorf, Switzerland N.A. Subsidiary 100% 2(87)
6 Dishman International Trade (Shanghai) Co. Ltd. Room 6003, Level 6, 333 Fute West First Road, Free Trade Zone District, Shanghai 200131, China N.A. Subsidiary 100% 2(87)
7 CARBOGEN AMCIS AGRs Hauptstrasse 171 CH-4416 Bubendorf, Switzerland N.A. Subsidiary 100% 2(87)
8 CARBOGEN AMCIS Ltd.Rs 303 Clayton Lane, Clayton, Manchester, M11 4SX UK N.A. Subsidiary 100% 2(87)
9 CARBOGEN AMCIS B. V. (Formerly known as Dishman Netherlands B. V.)Rs Nieuweweg 2A, 3901BE, Veenendaal, The Netherlands N.A. Subsidiary 100% 2(87)
10 Dishman CARBOGEN AMCIS (Japan) Ltd. (Formerly known as Dishman Japan Ltd.) 1-1-8 Hirakawa-cho, Chiyoda-ku Tokyo 102-0093 Japan N.A. Subsidiary 100% 2(87)
11 Dishman Australasia Pty. Ltd. Unit 1012 3, Herbert Street, ST LEONARDS, NSW 2065 N.A. Subsidiary 100% 2(87)
12 Dishman Middle East (FZE) Executive Desk Q1-05- 108/A, P.O.Box No. 122685, Sharjah - U.A.E. N.A. Subsidiary 100% 2(87)
13 CARBOGEN AMCIS SAS, FranceRs 10 Rue des Boules, F-63200 Riom, France N.A. Subsidiary 100% 2(87)
14 Shanghai YiQian International Trade Co., Ltd. Rs Room 1101, Building 3, 215 Lianhe Road, Fengxian District, Shanghai 201417, China N.A. Subsidiary 100% 2(87)
15 Dishman Carbogen Amcis (Singapore) Pte. Limited 600 North Bridge Road, #05-01, Parkview Square, Singapore 188778 N.A. Subsidiary 100% 2(87)
16 CARBOGEN AMCIS SPECIALITIES AGRs Haupstrasse 171 CH-4416 Bubendorf, Switzerland N.A. Subsidiary 100% 2(87)
17 CARBOGEN AMCIS INNOVATIONS AGRs Haupstrasse 171 CH-4416 Bubendorf, Switzerland N.A. Subsidiary 100% 2(87)
18 DISHMAN CARBOGEN AMCIS AGRs Seestrasse 70, CH-6354 Vitznau, Switzerland N.A. Subsidiary 100% 2(87)
19 Dishman IT Xellence Private Limited Dishman Corporate House, Iscon-Bopal Road, Ambli, Ahmedabad - 380058 U72200GJ2018PTC103267 Subsidiary 100% 2(87)
20 Dishman Enqineerinq Xellence Pvt Ltd Dishman Corporate House, Iscon-Bopal Road, Ambli, Ahmedabad - 380058 U40300GJ2018PTC104059 Subsidiary 100% 2(87)
21 Dishman Biotech Limited Dishman Corporate House, Iscon-Bopal Road, Ambli, Ahmedabad - 380058 U24231GJ1995PLC028060 Subsidiary 100% 2(87)

* Wholly-Owned step-down subsidiary of the Company

IV. Share Holding Pattern (Equity Share Capital Breakup As Percentage Of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares@ Demat Physical Total % of Total Shares @@ % Change during the year
A. Promoters
1. Indian
a. Individual/ HUF 5,000 0 5,000 0.0031% 5,000 0 5,000 0.0032% 0.0001%
b. Central Govern 0 0 0 0.00% 0 0 0 0.00% 0.00%
ments
c. State Governments 0 0 0 0.00% 0 0 0 0.00% 0.00%
d. Bodies Corporates 0 0 0 0.00% 0 0 0 0.00% 0.00%
e. Bank/ FIs 0 0 0 0.00% 0 0 0 0.00% 0.00%
f. Any Other (LLP) 9,90,91,898 0 9,90,91,898 61.3974% 9,90,91,898 0 9,90,91,898 63.1709% 1.7735%
Sub-Total (A)(1) 9,90,96,898 0 9,90,96,898 61.4005% 9,90,96,898 0 9,90,96,898 63.1741% 1.7736%
2. Foreign
a. NRI-Individuals 0 0 0 0.00% 0 0 0 0.00% 0.00%
b. Other Individuals 0 0 0 0.00% 0 0 0 0.00% 0.00%
c. Body Corporate 0 0 0 0.00% 0 0 0 0.00% 0.00%
d. Bank/ FIs 0 0 0 0.00% 0 0 0 0.00% 0.00%
e. Any Others 0 0 0 0.00% 0 0 0 0.00% 0.00%
Sub Total- (A)(2) 0 0 0 0.00% 0 0 0 0.00% 0.00%
Total Shareholder of Promoter (A) = (A) (1)+(A)( 2) 9,90,96,898 0 9,90,96,898 61.4005% 9,90,96,898 0 9,90,96,898 63.1741% 1.7736%
B. Public Shareholding
1. Institutions
a. Mutual Funds 1,89,05,908 0 1,89,05,908 11.7141% 1,99,09,241 0 19,90,9241 12.6921% 0.9780%
b. Bank/ FIs 2,46,611 0 2,46,611 0.1528% 1,75,437 0 1,75,437 0.1118% -0.0410%
c. Central Governments 0 0 0 0.00% 0 0 0 0.00% 0.00%
d. State Governments 0 0 0 0.00% 0 0 0 0.00% 0.00%
e. Venture Capital Funds 0 0 0 0.00% 0 0 0 0.00% 0.00%
f. Insurance Companies 0 0 0 0.00% 0 0 0 0.00% 0.00%
q. Foreign Institutional Investors 1,15,02,745 0 1,15,02,745 7.1271% 1,53,22,040 0 1,53,22,040 9.7678% 2.6407%

 

h. Foreign Venture Capital Investors 0 0 0 0.00% 0 0 0 0.00% 0.00%
i. Others (Alternate Investment Fund) 27,53,352 0 27,53,352 1.7060% 12,95,000 0 12,95,000 0.8256% -0.8804%
Sub Total- (B)(1) 3,34,08,616 0 3,34,08,616 20.7000% 3,67,01,718 0 3,67,01,718 23.3973% 2.6973%
2. Non - Institutions
a. Body Corporates
i) Indian 32,46,344 0 32,46,344 2.0114% 19,44,003 0 19,44,003 1.2393% -0.7721%
ii) Overseas 0 0 0 0.00% 0 0 0 0.00% 0.00%
b. Individual
i. Individual Shareholders holding nominal share capital upto f 1 Lakh 2,02,93,676 1181 2,02,94,857 12.5746% 1,49,02,890 856 1,49,03,746 9.5011% -3.0735%
ii. Individual Shareholders holding nominal share capital in excess of f 1 Lakh 29,29,955 0 29,29,955 1.8154% 21,88,537 0 21,88,537 1.3952% -0.4202%
c. Others (specify)
i) NRI (Rep.) 9,82,817 1 9,82,818 0.6090% 6,17,651 1 6,17,652 0.3937% -0.2153%
ii) NRI (Non-Rep.) 2,98,919 1 2,98,920 0.1852% 3,31,071 1 3,31,072 0.2110% 0.0258%
iii) IEPF 3,682 0 3,682 0.0023% 4,637 0 4,637 0.0029% 0.0006%
iv) OCB 0 0 0 0.00% 0 0 0 0.00% 0.00%
v) Trust 4,026 0 4,026 0.0025% 100 0 100 0.0001% -0.0024%
vi) Clearing Member 2,33,899 0 2,33,899 0.1449% 2,65,551 0 2,65,551 0.1693% 0.0244%
vii) Independent Directors & Relatives and their holding 68,863 0 68,863 0.0427% 67,300 0 67,300 0.0429% 0.0002%
viii) HUF 7,73,188 0 7,73,188 0.4791% 7,26,881 0 7,26,881 0.4634% -0.0157%
ix) NBFCs registered with RBI 52,206 0 52,206 0.0323% 15,000 0 15,000 0.0096% -0.0227%
Sub Total- (B)(2) 2,88,87,575 1183 2,88,88,758 17.8995% 2,10,63,621 858 2,10,64,479 13.4286% -4.4709%
Total Public Shareholding (B) = (B) (1) + (B)(2) 6,22,96,191 1183 6,22,97,374 38.5995% 5,77,65,339 858 5,77,66,197 38.5995% 0.00%
C. Shares held by Custodian for GDRs & ADRs
Promoter and Promoter Group 0 0 0 0.00% 0 0 0 0.00% 0.00%
Public 0 0 0 0.00% 0 0 0 0.00% 0.00%
Net Total 0 0 0 0.00% 0 0 0 0.00% 0.00%
Grand Total (A + B + C) 16,13,93,089 1,183 16,13,94,272# 100.00% 15,68,62,237 858 15,68,63,095# 100.00% 0.00%

@ Percentage calculated on paid up capital before Buy-back i.e. on 16,13,94,272 Equity Share Capital.

@@ Percentage calculated on paid up capital after shares purchased under Buy-back upto 31.03.2020 i.e. on 15,68,63,095 Equity Share Capital.

# Change in no. of shares due to Buy-back of 45,31,177 Equity Shares of f 2/- each upto 31.03.2020.

(ii) Shareholding of Promoters/Promoter Group

SN Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the company@ %of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company @@ %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 M/S. Adimans Technologies LLP 99091898 61.40% 0.00% 99091898 63.17% 0.00% 1.77%
2 Mr. Janmejay R. Vyas 1000 0.00% 0.00% 1000 0.00% 0.00% 0.00%
3 Mrs. Deohooti J. Vyas 1000 0.00% 0.00% 1000 0.00% 0.00% 0.00%
4 Mr. Arpit J. Vyas 1000 0.00% 0.00% 1000 0.00% 0.00% 0.00%
5 Ms. Aditi J. Vyas 1000 0.00% 0.00% 1000 0.00% 0.00% 0.00%
6 Ms. Mansi J. Vyas 1000 0.00% 0.00% 1000 0.00% 0.00% 0.00%
7 Saloni A. Vyas 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
8 Janmejay Rajnikant Vyas - HUF 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
9 Azafran Innovacion Ltd 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
10 Dishman Biotech Ltd 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
11 Dishman Infrastructure Ltd 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
12 B R Laboratories Limited 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
13 Leon Hospitality Pvt. Ltd 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
14 Aham Brahmasmi Entertainment Pvt. Ltd. 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
15 Discus IT Private Limited 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
16 Azafran Ventures Private LimitedRs 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
17 Azafran Switzerland AGRs 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
18 Aamanya AGRs 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
19 Azafran Ventures FZ - LLCRs 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
20 Adiman Ventures 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
21 Vyas Family Trust 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
22 Janmejay Vyas Family Trust 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
23 Deohooti Vyas Family Trust 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
24 Arpit Vyas Family Trust 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
25 Aditi Vyas Family Trust 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
26 Mansi Shodhan Family Trust 0 0.00% 0.00% 0 0.00% 0.00% 0.00%
Total 99091898 61.40% 0.00% 99091898 63.17% 0.00% 1.77%

RsThey have been included in promoter group during the year.

@ Percentage calculated on paid up capital before Buy-back i.e. on 16,13,94,272 Equity Share Capital.

@@ Percentage calculated on paid up capital after shares purchased under Buy-back upto 31.03.2020 i.e. on 15,68,63,095 Equity Share Capital.

(iii) Change in Promoters Shareholding (please specify, if there is no change)

SN Particulars No. of Shares at the beginning (01-04-2019) % of total shares of the company@ Date Increase/ Decrease in Share Holding Reason# No. of Shares at the end of the year (31-03-2020) % of total shares of the company@@
1 Adimans Technologies LLP 99091898 61.40% NA NIL NA 99091898 63.17%
2 Mr. Janmejay R. Vyas 1000 0.00% NA NIL NA 1000 0.00%
3 Mrs. Deohooti J. Vyas 1000 0.00% NA NIL NA 1000 0.00%
4 Mr. Arpit J. Vyas 1000 0.00% NA NIL NA 1000 0.00%
5 Ms. Aditi J. Vyas 1000 0.00% NA NIL NA 1000 0.00%
6 Ms. Mansi J. Vyas 1000 0.00% NA NIL NA 1000 0.00%
7 Saloni A. Vyas 0 0.00% NA NIL NA 0 0.00%
8 Janmejay Rajnikant Vyas - HUF 0 0.00% NA NIL NA 0 0.00%
9 Azafran Innovacion Ltd 0 0.00% NA NIL NA 0 0.00%
10 Dishman Biotech Ltd 0 0.00% NA NIL NA 0 0.00%
11 Dishman Infrastructure Ltd 0 0.00% NA NIL NA 0 0.00%
12 B R Laboratories Limited 0 0.00% NA NIL NA 0 0.00%
13 Leon Hospitality Pvt. Ltd 0 0.00% NA NIL NA 0 0.00%
14 Aham Brahmasmi Entertainment Pvt. Ltd. 0 0.00% NA NIL NA 0 0.00%
15 Discus IT Private Limited 0 0.00% NA NIL NA 0 0.00%
16 Azafran Ventures Private LimitedRs 0 0.00% NA NIL NA 0 0.00%
17 Azafran Switzerland AGRs 0 0.00% NA NIL NA 0 0.00%
18 Aamanya AGRs 0 0.00% NA NIL NA 0 0.00%
19 Azafran Ventures FZ - LLCRs 0 0.00% NA NIL NA 0 0.00%
20 Adiman Ventures 0 0.00% NA NIL NA 0 0.00%
21 Vyas Family Trust 0 0.00% NA NIL NA 0 0.00%
22 Janmejay Vyas Family Trust 0 0.00% NA NIL NA 0 0.00%
23 Deohooti Vyas Family Trust 0 0.00% NA NIL NA 0 0.00%
24 Arpit Vyas Family Trust 0 0.00% NA NIL NA 0 0.00%
25 Aditi Vyas Family Trust 0 0.00% NA NIL NA 0 0.00%
26 Mansi Shodhan Family Trust 0 0.00% NA NIL NA 0 0.00%

* They have been included in promoter group during the year.

# Due to buy-back, the percentage to Promoters has been increased, however their shares remain the same since as per the SEBI (Buy-back) Regulation, they did not take part in the buy-back.

@ Percentage calculated on paid up capital before Buy-back i.e. on 16,13,94,272 Equity Share Capital.

@@ Percentage calculated on paid up capital after shares purchased under Buy-back upto 31.03.2020 i.e. on 15,68,63,095 Equity Share Capital

(iv) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN Top 10 Shareholders Shareholding at the beginning of the year (01-04-2019) Date Increase/ Decrease in shareholding Reason Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)
No. of Shares % of total Shares of the company@ No. of Shares % of total Shares of the company@@
4502572 2.7898% 26 Apr 2019 100000 Transfer 4602572 2.9341%
17 May 2019 (76920) Transfer 4525652 2.8851%
24 May 2019 (20192) Transfer 4505460 2.8722%
31 May 2019 (59802) Transfer 4445658 2.8341%
07 Jun 2019 (740) Transfer 4444918 2.8336%
14 Jun 2019 (8021) Transfer 4436897 2.8285%
05 Jul 2019 32 Transfer 4436929 2.8285%
19 Jul 2019 99074 Transfer 4536003 2.8917%
26 Jul 2019 400958 Transfer 4936961 3.1473%
16 Aug 2019 32 Transfer 4936993 3.1473%
23 Aug 2019 34 Transfer 4937027 3.1473%
30 Aug 2019 32 Transfer 4937059 3.1474%
06 Sep 2019 33832 Transfer 4970891 3.1689%
13 Sep 2019 114 Transfer 4971005 3.1690%
27 Sep 2019 57 Transfer 4971062 3.1690%
1 ICICI Prudential Pharma Healthcare And Diaganostics (P.h.d) Fund 30 Sep 2019 1253 Transfer 4972315 3.1698%
04 Oct 2019 64863 Transfer 5037178 3.2112%
11 Oct 2019 31 Transfer 5037209 3.2112%
18 Oct 2019 200004 Transfer 5237213 3.3387%
25 Oct 2019 36639 Transfer 5273852 3.3621%
01 Nov 2019 150000 Transfer 5423852 3.4577%
22 Nov 2019 32 Transfer 5423884 3.4577%
13 Dec 2019 16635 Transfer 5440519 3.4683%
27 Dec 2019 210000 Transfer 5650519 3.6022%
31 Dec 2019 416988 Transfer 6067507 3.8680%
03 Jan 2020 1284233 Transfer 7351740 4.6867%
31 Jan 2020 162955 Transfer 7514695 4.7906%
07 Feb 2020 31 Transfer 7514726 4.7906%
06 Mar 2020 80 Transfer 7514806 4.7907%
20 Mar 2020 48 Transfer 7514854 4.7907%
27 Mar 2020 64 Transfer 7514918 4.7907%
7514918 4.7907% 31 Mar 2020 32 Transfer 7514950 4.7908%
1298919 0.8048% 05 Apr 2019 (67235) Transfer 1231684 0.7852%
12 Apr 2019 (160000) Transfer 1071684 0.6832%
2 Land T Mutual And T Equity Fund 04 Oct 2019 (3310) Transfer 1068374 0.6811%
27 Dec 2019 1900000 Transfer 2968374 1.8923%
31 Dec 2019 3175087 Transfer 6143461 3.9164%
6143461 3.9164% 31 Mar 2020 6143461 3.9164%

 

1898464 1.1763%

05 Apr 2019

(12269)

Transfer 1886195 1.2024%

12 Apr 2019

(7006)

Transfer 1879189 1.1980%

19 Apr 2019

(2685)

Transfer 1876504 1.1963%

26 Apr 2019

(13071)

Transfer 1863433 1.1879%

03 May 2019

(1196)

Transfer 1862237 1.1872%

10 May 2019

(6125)

Transfer 1856112 1.1833%

24 May 2019

206239

Transfer 2062351 1.3147%

31 May 2019

80000

Transfer 2142351 1.3657%

07 Jun 2019

40000

Transfer 2182351 1.3912%
3 Government Global

14 Jun 2019

40000

Transfer 2222351 1.4167%

29 Jun 2019

31000

Transfer 2253351 1.4365%

05 Jul 2019

4772

Transfer 2258123 1.4396%

02 Aug 2019

70405

Transfer 2328528 1.4844%

09 Aug 2019

127000

Transfer 2455528 1.5654%

30 Aug 2019

48700

Transfer 2504228 1.5964%

08 Nov 2019

1425309

Transfer 3929537 2.5051%

22 Nov 2019

209820

Transfer 4139357 2.6388%

13 Dec 2019

145225

Transfer 4284582 2.7314%

20 Dec 2019

188000

Transfer 4472582 2.8513%
4472582 2.8513%

31 Mar 2020

4472582 2.8513%
2425424 1.5028%

12 Apr 2019

(275000)

Transfer 2150424 1.3709%

24 May 2019

55371

Transfer 2205795 1.4062%

31 May 2019

14000

Transfer 2219795 1.4151%

12 Jul 2019

97848

Transfer 2317643 1.4775%

19 Jul 2019

26400

Transfer 2344043 1.4943%
4 Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Equity Fund

26 Jul 2019

88170

Transfer 2432213 1.5505%

02 Aug 2019

45500

Transfer 2477713 1.5795%

09 Aug 2019

62220

Transfer 2539933 1.6192%

08 Nov 2019

100000

Transfer 2639933 1.6830%

29 Nov 2019

1333200

Transfer 3973133 2.5329%

10 Jan 2020

(418648)

Transfer 3554485 2.2660%

17 Jan 2020

(77500)

Transfer 3476985 2.2166%

21 Feb 2020

(122500)

Transfer 3354485 2.1385%
3354485 2.1385%

31 Mar 2020

3354485 2.1385%
4464891 2.7664%

05 Apr 2019

21999

Transfer 4486890 2.8604%

19 Apr 2019

10000

Transfer 4496890 2.8668%

26 Apr 2019

110

Transfer 4497000 2.8668%

03 May 2019

58000

Transfer 4555000 2.9038%

10 May 2019

20000

Transfer 4575000 2.9166%

17 May 2019

20000

Transfer 4595000 2.9293%
5 IDFC Sterling Value Fund

24 May 2019

7063

Transfer 4602063 2.9338%

31 May 2019

12583

Transfer 4614646 2.9418%

14 Jun 2019

(27003)

Transfer 4587643 2.9246%

29 Jun 2019

16402

Transfer 4604045 2.9351%

12 Jul 2019

(49258)

Transfer 4554787 2.9037%

06 Sep 2019

21213

Transfer 4576000 2.9172%

01 Nov 2019

25000

Transfer 4601000 2.9331%

15 Nov 2019

66247

Transfer 4667247 2.9754%
22 Nov 2019

13482

Transfer

4680729 2.9840%
29 Nov 2019

60271

Transfer

4741000 3.0224%
06 Dec 2019

40000

Transfer

4781000 3.0479%
20 Dec 2019

(106183)

Transfer

4674817 2.9802%
27 Dec 2019

67828

Transfer

4742645 3.0234%
03 Jan 2020

(866222)

Transfer

3876423 2.4712%
10 Jan 2020

(1107595)

Transfer

2768828 1.7651%
28 Feb 2020

102172

Transfer

2871000 1.8303%

2871000

1.8303%

31 Mar 2020 2871000 1.8303%

0

0.0000%

22 Nov 2019

139391

Transfer

139391 0.0889%
29 Nov 2019

28812

Transfer

168203 0.1072%
27 Dec 2019

176507

Transfer

344710 0.2198%
10 Jan 2020

686214

Transfer

1030924 0.6572%
17 Jan 2020

182865

Transfer

1213789 0.7738%
24 Jan 2020

336303

Transfer

1550092 0.9882%
31 Jan 2020

(10485)

Transfer

1539607 0.9815%
6 Societe Generale - ODI 07 Feb 2020

(78833)

Transfer

1460774 0.9312%
14 Feb 2020

(81688)

Transfer

1379086 0.8792%
21 Feb 2020

(109790)

Transfer

1269296 0.8092%
06 Mar 2020

(66025)

Transfer

1203271 0.7671%
13 Mar 2020

(120209)

Transfer

1083062 0.6905%
20 Mar 2020

(108249)

Transfer

974813 0.6214%
27 Mar 2020

(38280)

Transfer

936533 0.5970%

936533

0.5970%

31 Mar 2020

(57764)

Transfer

878769 0.5602%

1013309

0.6278%

05 Apr 2019

(38948)

Transfer

974361 0.6212%
12 Apr 2019

(13241)

Transfer

961120 0.6127%
26 Apr 2019

(7761)

Transfer

953359 0.6078%
03 May 2019

(13961)

Transfer

939398 0.5989%
17 May 2019

(7675)

Transfer

931723 0.5940%
24 May 2019

(15975)

Transfer

915748 0.5838%
31 May 2019

(8361)

Transfer

907387 0.5785%
7 Dimensional Emerging Markets Value Fund 14 Jun 2019

(4851)

Transfer

902536 0.5754%
19 Jul 2019

(18372)

Transfer

884164 0.5637%
26 Jul 2019

(3668)

Transfer

880496 0.5613%
02 Aug 2019

(3529)

Transfer

876967 0.5591%
13 Dec 2019

(7299)

Transfer

869668 0.5544%
20 Dec 2019

(25073)

Transfer

844595 0.5384%
13 Mar 2020

(18610)

Transfer

825985 0.5266%
20 Mar 2020

(12607)

Transfer

813378 0.5185%

813378

0.5185%

31 Mar 2020 813378 0.5185%

532851

0.3301%

07 Jun 2019

(3200)

Transfer

529651 0.3377%
01 Nov 2019

45349

Transfer

575000 0.3666%
8 Ashmore India Opportunities Fund 08 Nov 2019

69840

Transfer

644840 0.4111%
22 Nov 2019

78350

Transfer

723190 0.4610%
28 Feb 2020

26810

Transfer

750000 0.4781%

750000

0.4781%

31 Mar 2020 750000 0.4781%
9 Gymkhana Partners L.P

107700

0.0667%

20 Sep 2019

21000

Transfer

128700 0.0820%
27 Sep 2019

17900

Transfer

146600 0.0935%

 

30 Sep 2019 11100 Transfer 157700 0.1005%
04 Oct 2019 33800 Transfer 191500 0.1221%
11 Oct 2019 22700 Transfer 214200 0.1366%
18 Oct 2019 23500 Transfer 237700 0.1515%
01 Nov 2019 29500 Transfer 267200 0.1703%
08 Nov 2019 66100 Transfer 333300 0.2125%
15 Nov 2019 31900 Transfer 365200 0.2328%
22 Nov 2019 15600 Transfer 380800 0.2428%
29 Nov 2019 12191 Transfer 392991 0.2505%
06 Dec 2019 610 Transfer 393601 0.2509%
13 Dec 2019 13799 Transfer 407400 0.2597%
20 Dec 2019 763 Transfer 408163 0.2602%
27 Dec 2019 36337 Transfer 444500 0.2834%
03 Jan 2020 22500 Transfer 467000 0.2977%
10 Jan 2020 51700 Transfer 518700 0.3307%
24 Jan 2020 4638 Transfer 523338 0.3336%
31 Jan 2020 26662 Transfer 550000 0.3506%
07 Feb 2020 31712 Transfer 581712 0.3708%
06 Mar 2020 54788 Transfer 636500 0.4058%
13 Mar 2020 28000 Transfer 664500 0.4236%
20 Mar 2020 77800 Transfer 742300 0.4732%
742300 0.4732% 31 Mar 2020 742300 0.4732%
1052300 0.6520% 05 Apr 2019 (27600) Transfer 1024700 0.6532%
12 Apr 2019 (38232) Transfer 986468 0.6289%
19 Apr 2019 (22056) Transfer 964412 0.6148%
26 Apr 2019 (71678) Transfer 892734 0.5691%
03 May 2019 (19638) Transfer 873096 0.5566%
10 May 2019 (12901) Transfer 860195 0.5484%
10 LSV Emerging Markets Equity Fund LP 17 May 2019 (22513) Transfer 837682 0.5340%
24 May 2019 (36553) Transfer 801129 0.5107%
31 May 2019 (24862) Transfer 776267 0.4949%
07 Jun 2019 (42792) Transfer 733475 0.4676%
14 Jun 2019 (90461) Transfer 643014 0.4099%
21 Jun 2019 (13514) Transfer 629500 0.4013%
29 Jun 2019 (4649) Transfer 624851 0.3983%
624851 0.3983% 31 Mar 2020 624851 0.3983%
1000250 0.6197% 05 Apr 2019 (250) Transfer 1000000 0.6375%
16 Aug 2019 250 Transfer 1000250 0.6377%
11 Tejas Bhalchandra Trivedi 17 Jan 2020 (454000) Transfer 546250 0.3482%
24 Jan 2020 (400000) Transfer 146250 0.0932%
146250 0.0932% 31 Mar 2020 (250) Transfer 146000 0.0931%
12 TATA Mutual Fund - TATA Hybrid Equity Fund 5098857 3.1592% 27 Dec 2019 (5098857) Transfer 0 0.0000%
0 0.0000% 31 Mar 2020 0 0.0000%
858671 0.5320 29 Jun 2019 (9000) Transfer 849671 0.5417%
12 Jul 2019 271 Transfer 849942 0.5418%
13 Principal Multi Cap Growth Fund 18 Oct 2019 (10051) Transfer 839891 0.5354%
25 Oct 2019 (19608) Transfer 820283 0.5229%
08 Nov 2019 (425517) Transfer 394766 0.2517%
20 Dec 2019 (1124) Transfer 393642 0.2509%
24 Jan 2020 (90900) Transfer 302742 0.1930%
07 Feb 2020 (302742) Transfer 0 0.0000%
0 0.0000% 31 Mar 2020 0 0.0000%

@ Percentage calculated on paid up capital before Buy-back i.e. on 16,13,94,272 Equity Share Capital.

@@ Percentage calculated on paid up capital after shares purchased under Buy-back upto 31.03.2020 i.e. on 15,68,63,095 Equity Share Capital.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. For Each of the Directors and KMP Shareholding at the t Apr beginning of the year 1st il, 2019 Shareholding at the end of the year 31st March, 2020
Name of the Director/KMP No. of Shares % of total Shares of the Company@ No. of Shares % of total Shares of the Company@@
1 Janmejay R. Vyas 1000 0.00% 1000 0.00%
2 Deohooti J. Vyas 1000 0.00% 1000 0.00%
3 Arpit J. Vyas 1000 0.00% 1000 0.00%
4 Ashok C. Gandhi 0 0.00% 0 0.00%
5 Sanjay S. Majmudar 24700 0.01% 24700 0.02%
6 Subir Kumar Das 0 0.00% 0 0.00%
7 Rajendra S. Shah 0 0.00% 0 0.00%
8 Mark Griffiths 0 0.00% 0 0.00%
9 Maitri K. MehtaRs 0 0.00% 0 0.00%
10 Shrima Dave 0 0.00% 0 0.00%
11 Harshil R. Dalal 0 0.00% 0 0.00%

* Appointed as Director of the Company w.e.f. 1st April, 2019

@ Percentage calculated on paid up capital before Buy-back i.e. on 16,13,94,272 Equity Share Capital.

@@ Percentage calculated on paid up capital after shares purchased under Buy-back upto 31.03.2020 i.e. on 15,68,63,095 Equity Share Capital.

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

( Rs in Crores)

Particulars Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the Beginning of the financial year-01.04.2019
1) Principal Amount 531.02 53.34 - 584.36
2) Interest due but not paid - - - -
3) Interest accrued but not due 0.68 - - 0.68
Total of (1 +2+3) 531.70 53.34 - 585.04
Change in Indebtedness during the financial year
+ Addition 76.33 76.53 - 152.86
-Reduction (149.11) (42.27) - (191.38)
+ / - Addition/ (Reduction) $ 12.10 - - 12.10
Net change (60.68) 34.26 - (26.42)
Indebtedness at the end of the financial year- 31.03.2020
1) Principal Amount 469.86 87.60 - 557.46
2) Interest due but not paid - - - -
3) Interest accrued but not due 1.16 - - 1.16
Total of (1 +2+3) 471.02 87.60 - 558.62

$ Addition / (Reduction) is on account of Foreign Exchange Fluctuation

VI. Remuneration Of Directors And Key Managerial Personnel-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rs in Lakhs)

Sr. No. Particulars of Name of MD/WTD/Manager Total Amount
Remuneration Mr. Arpit J. Vyas (Global Managing Director) Mrs. Deohooti J. Vyas (Wholetime Director)
1 Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 120.00 120.00 240.00
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961
(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - As % of Profit - - -
- Others, specify - - -
5 Others, please specify Provident Fund & other Funds
Performance Bonus -
Total (A) 120.00 120.00 240.00
Ceiling as per the Act 10% of the net profit of the Company

B. Remuneration to other Directors:

I. Independent Directors:-

( Rs in Lacs)

Particulars of Remuneration Name of Directors Total Amount
Mr. Sanjay S. Majmudar Mr. Ashok C. Gandhi Mr. Subir Kumar Das Mr. Rajendra S. Shah Ms. Maitri K. MehtaRs
Fee for attending board committee meetings 3.80 3.60 2.40 1.20 1.40 12.40
Commission 15.00 11.00 11.00 8.00 7.00 52.00
Others, please specify
Total (1) 18.80 14.60 13.40 9.20 8.40 64.40

^Appointed as Director of the Company w.e.f. 1st April, 2019

II. Other Non-Executive Directors:-

( Rs in Lacs)

Particulars of Remuneration Name of Directors Total Amount
Mr. Mark C. Griffiths Mr. Janmejay R. Vyas
Fee for attending board committee meetings 0 0 0
Commission 0 0 0
Others, please specify 0 141.11 141.11
Total (2) 0 141.11 141.11
Ceiling as per the Act

11% of the net profits of the Company. The remuneration paid to Mr. J. R. Vyas for professional service availed by the Company will not be consider for determining ceiling limit of 11%.

C. Remuneration To Key Managerial Personnel Other Than MC/Manager/WTD:

( Rs in Lacs)

Sr. No. Particulars of Remuneration Name of KMP Total Amount
Ms. Shrima Dave (Company Secretary) Mr. Harshil R. Dalal (Global CFO)
1 Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 7.71 100.47 108.18
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 - -
(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - As % of Profit - -
- Others, specify - -
5 Others, please specify Contribution to Provident Fund 0.21 0.21 0.42
Total (C) 7.92 100.68 108.60

VII. Penalties / Punishment/ Compounding Of Offences:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
A. Company
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
B. Directors
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. Other Officers In Default
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL