Fresenius Kabi Oncology Ltd Directors Report

Dear shareholders,

The Board of Directors is pleased to present the report on the Companys business and operations for the financial year ended March 31, 2019.

FINANCIAL PERFORMANCE

Key aspects of Companys financial performance for the financial year ended March 31, 2019 are summarized below:

		(Rs in Lakh)
Particulars	For the year ended March 31, 2019	For the year ended March 31, 2018
Turnover (including other income)	70,144.97	73,437.27
Profit/(Loss) before Tax and Exceptional Items	4,089.47	5,855.81
Extraordinary Items	10,222.57	4,013.33
Profit/ (Loss) before tax	(6,133.10)	1,842.48
Less: Provision for taxation
(i) Current tax expenses	-	840.41
(ii) Provision for tax relating to earlier year	59.97	-
(iii) Deferred tax charge/ (credit)	(800.88)	(956.32)
Profit/(Loss) after tax	(5,392.19)	1,958.39
Other comprehensive Income/ (Loss)	194.57	(43.48)
Total comprehensive income/ (Loss) for the year	(5,197.62)	1,914.91
Add: Balance of Profit/ (Loss) & Other comprehensive Income/ (Loss) brought forward from previous year	(27,999.15)	(29,914.06)
Appropriation to:
General reserve	-	-
Balance carried over to the balance sheet	(33,196.77)	(27,999.15)

DIVIDEND

In view of the losses incurred by the Company, the Board is unable to recommend any dividend for the financial year 2018-19.

BUSINESS PERFORMANCE AND OPERATIONS

The Company has put its best foot forward to overcome obstacles and challenges in the past by implementing industry best practices and integrating technological solutions in operations. Resultant thereof, the best times for the organisation lies ahead and the management is committed to play a catalysts role for effectuating this change.

Financial snapshots:

> revenue decreased from Rs 73,437.27 lakhs in FY 2017-18 to Rs 70,144.97 lakhs in FY 2018-19, a decline of Rs 3,292.30 lakhs (4.48%).

> Profit/ (loss) before tax in FY 2018-19 is Rs (6,133.10) lakhs as compared to Rs 1,842.48 lakhs in FY 2017-18.

> driven by investments in implementation of remediation and corrective measures, the company posted a loss of R(5,392.19) lakhs for the FY 2018-19, as against net profit of Rs 1,958.39 lakhs in FY 2017-18.

GLOBAL & DOMESTIC INDUSTRY OUTLOOK AND TRENDS IN ONCOLOGY

Therapeutics, clinical development and Health system implications

A record 15 new oncology therapeutic drugs were launched in 2018 for 17 indications. Over half of the new therapies are delivered as an oral formulation, have an orphan indication or include a predictive biomarker on their label. recently introduced therapies are also being used more broadly across varied tumor populations and in earlier lines of therapy. the use of immuno-oncology therapies has doubled in the united States since 2017 and treatment with novel CDK 4/6 inhibitors for HER-2 negative breast cancer has dramatically increased in the united states and Europe.

The pipeline of drugs in late-stage development expanded 19% in 2018 alone and 63% since 2013. Within the pipeline and across all phases of clinical development, the most intense activity is focused on nearly 450 immunotherapies with more than 60 different mechanisms of action. Ninety- eight Next-Generation Biotherapeutics - defined as cell, gene and nucleotide therapies - are also under clinical investigation and leverage 18 different approaches. despite high levels of pipeline activity, oncology remains one of the most challenging areas for research and development, facing significant risk of failure and long development times.

Spending on all medicines used in the treatment of patients with cancer reached nearly $150 billion in 2018 up 12.9% for the year and marking the fifth consecutive year of doubledigit growth, driven entirely by therapeutic drugs which grew 15.9%. The average annual cost of new medicines continues to trend upward, although the median cost dropped by $13,000 in 2018 to $149,000, and cost per product ranged between $90,000 and over $300,000. China led pharmerging markets in spending and growth and grew a remarkable 24% in 2018 to $9 billion in total spending, even as supportive care treatments in China declined by 10%. Over the next five years, growth in therapeutics spending of 11-14% is expected on a CAGR basis, bringing the total market to $200-230 billion.

Indian pharmaceutical sector industry supplies over 50 per cent of global demand for various vaccines, 40 per cent of generic demand in the us and 25 per cent of all medicine in uK. India contributes the second largest share of pharmaceutical and biotech workforce in the world. The pharmaceutical sector in India was valued at US$ 33 billion in 2017. Indias domestic pharmaceutical market turnover reached Rs 129,015 crore (US$ 18.12 billion) in 2018, growing 9.4 per cent year-on-year (in R) from Rs 116,389 crore (US$ 17.87 billion) in 2017. In February 2019, the Indian pharmaceutical market grew by 10 per cent year-on-year.

Indian drugs are exported to more than 200 countries in the world, with the US as the key market. Generic drugs account for 20 per cent of global exports in terms of volume, making the country the largest provider of generic medicines globally and expected to expand even further in coming years. Indias pharmaceutical exports stood at US$ 17.28 billion in FY18 and US$ 19.14 billion in FY19. In FY18, 31 percent of these exports from India went to the US.

The ‘Pharma Vision 2020 by the governments Department of Pharmaceuticals aims to make india a major hub for end-to-end drug discovery. The sector has received cumulative FDI worth US$ 15.93 billion between April 2000 and December 2018. under Budget 2019-20, allocation to the Ministry of Health and Family Welfare increased by 3.1 per cent to Rs 63,298 crore (US$ 9.06 billion). Indian pharmaceutical sector is expected to grow at a cAGR of 15 per cent in the near future and medical device market expected to grow $50 billion by 2025.

KEY UPDATES

Plants

The companys plants situated at Kalyani, West bengal and Kishanpura, Himachal Pradesh, were inspected by US-FDA in the year 2017 where in US-FDA officials brought to the attention of the companys management certain observations, related to investigation procedures through warning letter(s).

The company has already responded to the observations made by us-FDA. regular monthly updates are submitted about the remedial and corrective measures implemented at both the plants situated at baddi and Kalyani, addressing the issues raised in the above-stated warning letter.

During the year under review, the management took various initiatives at all the locations with respect to increasing the employee engagement and morale boosting. multiple training sessions as well as get togethers/ functions were conducted to ensure that employees felt connected and responsible towards their duties to the Company and to the society.

Many initiatives towards upgradation of plant processes were undertaken at the Kalyani plant of the company during the year under review, which included, inter-alia, HVAC, QC Lab and water system upgradation projects and DL Lab modification project. Also, the Company completed the installation of new multiproduct facility at the plant.

Production of several new products was initiated from the baddi and Kalyani plants post completion of all validations like Bortezomib and Paclitaxel solution for Nanoparticle in Baddi plant and Bendamustine, Alectinib and Sugammdex in Kalyani Plant.

During the year, the Kalyani plant of the Company was also conferred with following awards and accolades:

> Sword of Honour award for Occupational Health & Safety by british safety council;

> 5 Star Certification for Occupational Health & Safety from british safety council;

> Certificate of Appreciation; by NSCI (National Safety council of india);

> "The Triple Bottomline" Performance Award 2018 under the Sustainability category by Frost & Sullivan and The Energy and resources institute (TERI);

> Greentech Gold Award for Occupational Health & Safety; by the greentech Foundation.

During the year under review, the Baddi and Kalyani plants of the Company received Compliance Certification from below mentioned authorities:

Baddi Plant:

i. the medicines and Healthcare Products regulatory agency (MHRA) certification valid for a period of three years.

ii. the Health canadas close out report valid for a period of three years.

iii. Russian authority approval certificate valid for a period of three years.

iv. mFds-Korea (for busulfan facility) inspected and issued the close out report.

Kalyani Plant:

i. therapeutic goods administration (TGA), australia A2 categorization for our GMP status.

ii. mFds-Korea (for busulfan facility) inspected and issued the close out report.

iii. Health Canada inspected for Paclitaxel & Docetaxel on behalf of biolyse Pharma corporation and issued the close out report.

iv. COFEPRIS, Mexico inspected for Gemcitabine on behalf of Glenmark Argentina and issued GMP certificate valid for a period of three years.

v. COFEPRIS, Mexico inspected for Paclitaxel, Docetaxel, Carboplatin, Bicalutamide & Anastrazole during

November 2018. Observations were made, and response submitted by the Company in December 2018. Now they have requested for additional information and we intend to submit our response shortly.

Consolidation of Baddi-I plant operations in Baddi-II plant

During the year under review, consolidation of operations from the Companys manufacturing unit situated at 19, HPSIDC Industrial Area, Baddi, Distt. solan, Himachal Pradesh ("Baddi - i") to the Companys manufacturing unit situated at Village Kishanpura, Tehsil Nalagarh, District Solan, Himachal Pradesh ("Baddi II") is in progress in phase-wise manner.

The manufacturing activities including safety stock has been completed at Baddi I. Recordal of Name change from Dabur Pharma Limited to Fresenius Kabi Oncology Limited has been completed by Himachal Pradesh state Industrial Development Corporation (HPSIDC). No Objection Certificate (NOC) has been received from HPSIDC for using Baddi I as Warehouse. Necessary approval for transfer of Manpower from Baddi I to Baddi II has been received. Accordingly, the manpower has been transferred to Baddi II facility. All residual material and necessary assets have also been moved to Baddi II facility. Phase-1 of assets disposal is completed as per target and now Phase-2 of assets disposal is under process.

Reduction of Share Capital:

During the period under review pursuant to the provisions of Section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016, Company had approved the reduction of share capital from 17,02,47,857 shares to 16,52,32,882 shares, by extinguishing 50,14,975 shares represented by the public shareholders, by passing the necessary resolutions on October 12, 2018 by the Audit Committee and the Board of Directors respectively.

Thereafter, Company had issued a postal ballot notice seeking approval of the shareholders of the Company for passing of special resolution for the aforesaid Capital reduction of equity shares held by the public shareholders and the said special resolution was passed by the shareholders on November 22, 2018.

Subsequently, an application was filed by the Company with the National Company Law Tribunal ("NCLT"), seeking approval for reduction of share capital held by the public shareholders. As on the date of this report, the application is still under consideration with NCLT.

INITIATIVES TAKEN TO INCREASE EXPORTS; DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCTS AND EXPORT PLANS:

The Company continues to play a lead role within the generic oncology space. Key strategic elements of this leadership strategy include portfolio extension and management, product differentiation, gaining entry into key institutions, new product development and speedy roll-out-all of this with the focus to provide our customers with safe, convenient and affordable drugs.

Speed to market, together with cost competitiveness remains one of our key objectives with regard to product development and product launch. This is being achieved by close internal coordination between concerned departments within the Company, like Innovation & Development (I&D), Intellectual Property, Medical Affairs, Regulatory Affairs and others.

Experience gained in generic Oncology drug manufacturing & marketing gives us the competitive advantage for some of the core cytotoxics that are used worldwide. While priority focus is always on roll-out of products via complete backward integration, semi-integrated options too are explored. A diverse product portfolio, thereby, can help us cut down the time taken to launch new products and we can leverage the first-mover advantage.

In the autumn 2018, the company has submitted the market approval application to the European Medicines Agency for two key oncology molecules for the treatment of various solid tumor and blood cancer which are expected to be launched in the coming years. Together with all the other potent candidates in our pipeline, we are confident to further strengthen our market position in oncology business in the near future.

In order to further enhance the Companys image among the international Oncology societies, Fresenius Kabi continues to take active part in various international conferences and scientific meetings relevant to the field of Oncology. Some of these knowledge platforms include the ESMO conference (European Society of Medical Oncology), the EAHP conference (European Association of Hospital Pharmacists), the ECOP conference (European Society of Oncology Pharmacy) among others.

With all the aforementioned efforts, we expect to increase our export earnings in near future.

SHARE CAPITAL

During the year under review there is no change in share capital of the Company in comparison to previous financial year 2017-18.

However, as already explained under the heading "Key updates", the Company has, during the year under review, filed an application with the National Company Law Tribunal (NCLT) seeking approval for reduction of share capital from 17,02,47,857 shares to 16,52,32,882 shares, by extinguishing, pursuant to Section 66 of the Companies Act, 2013, 50,14,975 shares represented by the public shareholders. The application is under consideration with NCLT.

BOARD OF DIRECTORS

Cessation

Mr. Dilip G. Shah

Mr. Dilip G. Shah, who occupied the position of Non-executive Independent Director on the Board of Directors of the Company since 2008, passed away on February 22, 2019.

The Board expresses its deep sorrow and grief on the sudden demise of Mr. Shah and places on record its deep appreciation and acknowledgment for his valuable, meaningful and insightful contribution towards guiding the Company, during his association for over a decade with the Company. Basis the recommendations of the Nomination & Remuneration Committee the Board decided to not fill the resultant casual vacancy caused by the demise of Mr. Dilip G. Shah.

Appointments/ Re-appointments

Dr. Uday Chandrashekhar Shetty

Dc uday chandrashekhar shetty has been appointed as an Additional Director in the category of Non-Executive Independent Director on the Board of Directors of the Company w.e.f. May 10, 2019.

Brief profile of Dr. Uday Chandrashekhar Shetty

Dr. shetty holds a PIi.D (Tech) from the Mumbai university. He is a Pharmaceutical professional with experience in Quality management, Product development, technology transfers and Commercial Production. He has supervisory experience in EHS, Engineering, Purchase and Finance. He is quick and innovative thinker with ability to adapt rapidly to dynamic situations and is a consummate team player. Previously he was the Director of a Contract Research Organization, which he co-founded. Prior to that, he has worked in leading pharmaceutical companies like Janssen, burroughs Wellcome and American cyanamid. He supervised large teams of Quality Assurance, Quality Control and Product development. As a site head with Janssen, he also supervised general management Functions like Finance, Purchase, imports, engineering, EHs and Project management. Dr. Shetty has set up, nurtured and grown a number of organizations to deliver superior business results in the field of Quality management, Contract Research and Manufacturing. He is currently the Director of a non-profit organization "GMP EDUCATION" which provides free Education.

Dr. Shetty holds office till the ensuing 16^th annual general meeting (AGM) of the company and if his appointment is approved by the shareholders at the said AGM, he will be appointed as a Non-Executive Independent Director of the company for a period of 5 years, effective may 10, 2019.

Ms. Maria Gobbi

Ms. Maria Gobbi was appointed as the Non-executive Chairperson of the Company w.e.f. July 1, 2018. Further,

Ms. gobbi had communicated her decision to not seek extension of her tenure as Managing Director of the Company, post completion of her term that ended on June 30, 2018. She continues as a Non-executive Chairperson of the Board of Directors of the Company w.e.f. July 1, 2018.

Mr. Arvind Kumar Sharma

Mr. Arvind Kumar Sharma was appointed as the Managing Director of the Company for a period of 3 years, w.e.f. July 1, 2018.

Mr. Nikhil Kulshreshtha

The shareholders of the company re-appointed Mr. Nikhil Kulshreshtha as the Whole-time Director of the Company, with the designation of Director & Secretary, for another term of 3 years w.e.f. July 1, 2018.

DIRECTORS RETIRING BY ROTATION

Mr. Steffen Georg Roser

In terms of provisions of section 152 of the companies act, 2013, Mr. Steffen Georg Roser, Non-Executive Director of the Company, would retire by rotation at the forthcoming annual general Meeting and being eligible, offers himself for reappointment.

Mr. Roser was appointed as a Non-executive Director on the Board of the Company w.e.f. August 20, 2015 and his appointment was approved by the shareholders of the company at their 13^th annual general Meeting held on august 26, 2016. Mr. Roser holds a Masters degree in business administration from the Frankfurt university, germany. in year 1989, he started his professional career as a controller with Procter & Gamble. He joined Fresenius Group in year 1994 as a Controller - Corporate and since then has handled many critical assignments within the Fresenius group at different positions. the board of directors recommend his reappointment.

Mr. Rakesh Bhargava

In terms of provisions of section 152 of the companies act, 2013, Mr. Rakesh Bhargava, Non-Executive Director of the Company, would also retire by rotation at the forthcoming annual general Meeting and being eligible, offers himself for re-appointment.

Mr. bhargava holds a Masters degree in business administration from indian institute of Management, ahmedabad and a bachelor of technology (chemical engineering) from the indian institute of technology, Kanpur. He has more than three decades of professional experience and approx. two decades of rich experience in the pharmaceutical industry. Mr. Rakesh Bhargava has been associated with the Company since 2008 as a Non-Executive Director. The Board of Directors recommends his re-appointment.

KEY MANAGERIAL PERSONNEL

Apart from the abovementioned, i.e. appointment of Mr. Arvind Kumar Sharma as the Managing Director of the Company w.e.f. July 1, 2018, in place of Ms. Maria Gobbi, Managing Director till June 30, 2018, during the FY 2018-19, there was no change in the Key managerial Personnel of the company.

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013 read with the companies (audit and auditors) Rules, 2014, the members of the company at their 14^th annual general meeting held on 21^st August, 2017 approved the appointment of M/s VMT & Co. LLP, chartered accountants (IcAI registration No. - N500048), as the statutory auditors of the Company for a term of 5 year i.e. from the conclusion of 14^th annual general meeting till the conclusion of 19^th annual general meeting of the Company.

The Statutory Auditors of the Company, M/s VMT & Co. LLP, Chartered Accountants confirmed their willingness and eligibility for the financial year 2019-20 and accordingly continue to hold the position of statutory auditors of the Company.

AUDITORS REPORT

The Board has duly examined the Statutory Auditors report and clarifications, wherever necessary, have been included in the notes to accounts section of the annual report.

The Report given by M/s VMT & Co. LLP, Chartered Accountants on the financial statements of the Company for the financial year 2018-19 is part of the annual report. There has been no qualification, reservation or adverse remark or disclaimer in their report.

During the year under review, the Auditors had not reported any matter under section 143 (12) of the act, therefore, no detail is required to be disclosed under section 134 (3) (ca) of the act.

FIXED DEPOSITS

The Company has not invited/accepted any Fixed Deposits during the year under review. Consequently, no amount of principal or interest on fixed deposits was outstanding on the Balance sheet date.

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies act, 2013, read with rules made thereunder, the Company has constituted the following Committees:

a) Audit Committee

In terms of the provisions of section 177 and other applicable provisions of the Companies Act, 2013, read with rules made thereunder, the Company has constituted an audit Committee of Directors.

The composition of the audit Committee during the FY 201819 is given below:

Member Director	Category	Status
Mr. dilip G. shah1	Non-Executive (Independent)	Chairman
Mr. rajiv Lochan Jain2	Non-Executive (Independent)	Member
Mr. steffen Georg roser	Non-Executive	Member
Dc uday Chandrashekhar shetty3	Non-Executive (Independent)	Member

1. Till February 22, 2019.

2. Appointed as Chairman of the Committee w.e.f. May 10, 2019.

3. Appointed as member of the Committee w.e.f. May 10, 2019.

Consequent to the demise of Mr. dilip G. shah, the Committee was re-constituted w.e.f. May 10, 2019. Mr. Rajiv Lochan Jain was appointed as the Chairman of Audit Committee and Dr. Uday Chandrashekhar Shetty was inducted as a member of the Committee.

The role and terms of reference of the audit Committee covers the areas mentioned in section 177 of the Companies act, 2013, besides other matters as may be referred by the board of directors.

b) Stakeholders Relationship Committee

In terms of the provisions of section 178 and other applicable provisions of the Companies Act, 2013, read with rules made thereunder, the Company has constituted a stakeholders relationship Committee of directors.

The composition of the stakeholders relationship Committee during FY 2018-19 is given below:

Member Director	Category	Status
Mr. rakesh bhargava	Non-Executive	Chairman
Mr. dilip G. shah1	Non-Executive (Independent)	Member
Ms. Maria Gobbi	Non-Executive	Member
Mr. arvind Kumar sharma2	Managing director	Member

1. till February 22, 2019.

2. Appointed as member of the Committee w.e.f. May 10, 2019.

Consequent to the demise of Mr. dilip G. shah, the Committee was re-constituted w.e.f. May 10, 2019 and Mr. Arvind Kumar Sharma was inducted as a member of the Committee.

The Stakeholders Relationship Committee is empowered to perform all the functions of the board in relation to resolving the shareholders grievances. It primarily focuses on:

• Review of investors complaints and their redressal;

• Review and approval of the queries/ requests received from the investors/ shareholders.

c) Nomination and Remuneration Committee:

In terms of the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, read with rules made thereunder, the Company has constituted a Nomination and Remuneration committee of Directors.

The composition of the nomination and remuneration Committee during FY 2018-19 is given below:

Member Director	Category	Status
Dr. Michael Schonhofen	Non-Executive	Chairman
Mr. Dilip G. Shah1	Non-Executive (Independent)	Member
Mr. Rajiv Lochan Jain	Non-Executive (Independent)	Member
Dr. Uday chandrashekhar Shetty2	Non-Executive (Independent)	Member

1. Till February 22, 2019.

2. Appointed as member of the Committee w.e.f. May 10, 2019. Consequent to the demise of Mr. Dilip G. Shah, the Committee was re-constituted w.e.f. May 10, 2019 and Dr. Uday Chandrashekhar Shetty was inducted as a member of the Committee.

The role and terms of reference of the nomination and remuneration committee cover the areas mentioned in section 178 of the companies Act, 2013, besides other matters as may be referred by the Board of directors.

the committee has also adopted and implemented an amended policy named "appointment, remuneration and Evaluation Policy" for Directors, Key Managerial Personnel (KMPs) and Sr. Management Personnel in terms of the requirements of Section 178 of the companies Act, 2013. A copy of the policy is attached as Annexure - I of this report and is also available on the website of the Company at the link: http://www.fresenius- kabi-oncology.com/userfiles/FKOL-Appointment-Nomination- and-Remuneration-Policy.pdf.

d) Corporate Social Responsibility (CSR) Committee

In terms of the provisions of Section 135 and other applicable provisions of the Companies Act, 2013, read with rules made thereunder, the company has constituted a cSR committee.

Composition of the cSR committee during FY 2018-19 is given below:

Member Director	Category	Status
Ms. Maria Gobbi	Non-Executive	chairperson
Mr. Rakesh Bhargava	Non-Executive	Member
Mr. Rajiv Lochan Jain	Non-Executive (Independent)	Member

The content of the CSR policy along with the update of CSR projects undertaken and statement of expenses incurred during the FY 2018-19 thereon is provided as Annexure - II of this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the companies Act, 2013 and "the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014", the company had appointed M/s Kiran Sharma & Co., a firm of Company Secretaries in Practice ("Secretarial Auditors") to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Auditors have successfully carried out and completed the Secretarial Audit of the company for the FY 2018-19.

The Secretarial Audit Report is annexed as Annexure - III of this report and it does not contain any qualification, reservation or adverse remark or disclaimer in the report.

COST AUDIT

In terms of the exemption granted under the provisions of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the company is not required to get its cost records audited by the cost Auditors. Accordingly, the cost records of the company for FY 2018-19, have not been audited by the cost Auditors.

VIGIL MECHANISM

In terms of the requirements of the companies Act, 2013, a Vigil Mechanism has been established by the company under the supervision of the Audit committee of the company. A dedicated process and reporting mechanism have been devised under the Vigil Mechanism Policy, formulated and implemented for this purpose.

For prompt and judicious redressal of the grievances/ complaints of the employees and Directors of the company, a nodal officer has also been designated for acting as a link between the Audit Committee and the complainant(s).

Under this policy, the Nodal Officer is also required to:

> Provide a quarterly update about the grievances/ complaints received from employees and/or Directors of the company and the status of redressal thereof; and

> Ensure access of the Audit committee chairman to the concerned employee/ Director of the Company in exceptional cases.

During the financial year 2018-19, no complaint was received pursuant to the vigil mechanism policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

We have zero tolerance towards sexual harassment and any act of sexual harassment, is dealt with seriously and invites serious disciplinary action. In line with this, the Company has formulated a Prevention of Sexual Harassment Policy. Pursuant to terms of this policy, employees can report instance(s) of sexual harassment at the workplace.

The Company has constituted Internal Complaints Committee (ICC) at its office, which is being headed by a woman, to redress complaint(s) under the act, if any. The process is governed and supported by the Prevention of Sexual Harassment Policy which ensures a free and fair enquiry process.

During the financial year ended March 31, 2019, the ICC did not receive any complaint pertaining to sexual harassment at workplace.

GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Financial Year	Location	Date	Time
2015 - 16	air Force auditorium, Subroto Park, New Delhi	august 26, 2016	4:00 P.M.
2016 - 17	air Force auditorium, Subroto Park, New Delhi	august 21, 2017	4:00 P.M.
2017 - 18	air Force auditorium, Subroto Park, New Delhi	august 9, 2018	10:00 A.M.

The Sixteenth Annual General Meeting of the Company shall be held on Thursday, August 29, 2019 at 4:00 P.M. at Airforce Auditorium, Subrorto Park, New Delhi.

The members are requested to refer to the Notice of the Annual General Meeting for the detailed agenda and program.

REGISTRAR AND TRANSFER AGENT (RTA):

The details of RTA are given below:

For transmission/ name deletion/ dematerialization of shares, payment of dividend and any other query relating to the shares of the Company

Link Intime India Private Limited,

Registrar and share transfer agent,

noble Heights, 1^st Floor, Plot NH 2, c-1 Block Lsc,

Near Savitri Market, Janakpuri, New Delhi - 110058

Tel No.: +91 11 41410592/93/94 Fax: +91 11 41410591

Email: delhi@linkintime.co.in

Website: www.linkintime.co.in

ADDRESS FOR CORRESPONDENCE:

For queries of Analysts, FIIs, Institutions, Mutual Funds, Banks and Investors assistance

Mr. Nikhil Kulshreshtha,

Director & Secretary

Fresenius Kabi Oncology limited,

Echelon Institutional Area, Plot No - 11, Sector - 32,

gurugram-122001, Haryana, india,

Tel No. +91 124 488 5000 Fax: +91124 4885101

Email: corporatesecretarial.india@fresenius-kabi.com

Website : www.fresenius-kabi-oncology.com

TRANSFER OF UNPAID DIVIDEND TO IEPF (Investor Education and Protection Fund)

in terms of section 125 of the companies act, 2013, read with the Investor Education and Protection Fund Authority (accounting, audit, transfer and Refund) Rules, 2016, during the year ended march 31, 2019, there is no fund outstanding and required to be deposited to the investors Education and Protection Fund (IEPF).

TRANSFER OF ELIGIBLE SHARES TO IEPF

the company had declared dividend for the years 2003-04, 2004-05 and 2005-06. unclaimed and unpaid dividend for the said years was transferred to IEPF in the years 2011, 2012 and 2013 respectively. Pursuant to section 124(6) of the act, the company transferred 3,94,060 shares, held vide 3,812 folios/IDs to the IEPF, in respect of which dividend remained unclaimed and unpaid for the aforementioned years.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 134 (3) (c) of Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNEXURES TO THE DIRECTORS REPORT

In terms of the requirements of section 134(3) of the Companies Act, 2013, following documents/ information have also been annexed to the Directors Report:

1. in terms of sub section (1) of section 178 of the companies act, 2013, companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under sub section (3) of section 178 (Annexure - I),

2. The content of the CSR policy along with the update of CSR projects undertaken and statement of expenses incurred during the FY 2018-19 (Annexure - II),

3. Secretarial Audit Report for FY 2018-19 (Annexure - III),

4. No. of Meetings of the Board of Directors held during the year (Annexure -IV),

5. Statement on declaration given by the independent directors under sub section (6) of section 149 (Annexure - V),

6. Particulars of loans, guarantees or investments under Section 186: No such transaction during the year,

7. Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188: No such transaction during the year,

8. Conservation of energy, technology absorption and foreign exchange earnings and outgo (Annexure - VI),

9. A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company (Annexure - VII),

10. The details in respect of adequacy of internal financial controls with reference to the Financial Statements. (Annexure - VIII),

11. Extract of the Annual Return as provided under sub section (3) of section 92 (Annexure - IX).

ACKNOWLEDGEMENT / APPRECIATION

The Directors wish to place on record their appreciation to the companys customers, vendors, investors and bankers for their continued support during the year. The directors also thank the employees for the efficient contribution made by them at all levels. Our consistent growth has been made possible by their whole-hearted efforts, solidarity, co-operation and support.

The directors also thank the Government of india, particularly the Ministry of corporate Affairs, department of Pharmaceuticals, the GST departments, the Income Tax department, the Ministry of commerce, the Ministry of Finance, the Reserve Bank of india and other Government agencies for their support and look forward to their continued support in the future.

	For and on behalf of the Board of Directors
	Maria gobbi
Geneva, Switzerland	Chairperson
May 10, 2019	DIN - 07005222