indoco remedies ltd Directors report

Dear Members,

Your Directors are pleased to present the Companys Seventy Sixth Annual Report on the business and operations of Indoco Remedies Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS

The highlights of the performance of the Company for the year ended March 31, 2023 is summarized below:

	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Total Income from Operations	1,666.69	1,539.72	1,668.61	1,540.75
Add: Other Income	2.33	2.32	2.34	2.33
Total Income	1,669.02	1,542.04	1,670.95	1,543.08
Profit Before Finance Cost, Depreciation,	287.22	329.32	288.44	329.67
Amortization, Impairment and Tax
Less: Finance Cost	25.03	14.14	25.03	14.14
Less: Depreciation, Amortization and Impairment Expenses	70.60	78.95	70.61	78.96
Profit Before Tax	191.59	236.23	192.80	236.57
Less: Provision for Taxation
- Current	55.20	93.23	55.51	93.30
- Deferred	(4.97)	(7.34)	(4.96)	(7.35)
- Mat Credit Adjustments	–	(4.18)	–	(4.18)
Net Profit After Tax	141.36	154.52	142.25	154.80
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss	1.92	(8.19)	1.92	(8.19)
Income tax relating to items that will not be reclassified subsequently to profit or loss	(0.48)	2.86	(0.48)	2.86
Items that will be reclassified subsequently to profit or loss	–	–	–	–
Total Other Comprehensive Income/(Loss), net of tax	1.44	(5.33)	1.44	(5.33)
Total Comprehensive Income for the year	142.80	149.19	143.69	149.47
Net Profit for the year attributable to-
- Owners of the Company	141.36	154.52	142.25	154.80
- Non-controlling interests	–	–	–	–
Other Comprehensive Income/(Loss) attributable to-
- Owners of the Company	1.44	(5.33)	1.44	(5.33)
- Non-controlling interests	–	–	–	–
Total Comprehensive Income attributable to-
- Owners of the Company	142.80	149.19	143.69	149.47
- Non-controlling interests	–	–	–	–
Earnings per share (EPS) (of 2/- each)
Basic	15.34	16.77	15.44	16.80
Diluted	15.32	16.77	15.42	16.80

RESULTS FROM OPERATIONS On

Standalone Basis

Your Company ended the year with a growth of 9% as compared to previous year. While the International business saw a growth of 20.4% over the previous year, Domestic business saw a growth of 0.20% over the previous year. The Total Income stood at

1,669.02 crores in FY23 as compared to

1,542.04 crores in FY22. The Profit Before Tax (PBT) stood at

191.59 crores in FY23 as compared to

236.23 crores in FY22. The Net Profit after Tax (Before OCI) stood at

141.36 crores in FY23 as compared to

154.52 crores in FY22.

On Consolidated Basis

The Total Income stood at 1,670.95 crores in FY23 as compared to 1,543.08 crores in FY22. The Profit Before Tax (PBT) stood at 192.80 crores in FY23 as compared to 236.57 crores in FY22. The Net Profit after Tax (Before OCI) stood at 142.25 crores in FY23 as compared to 154.80 crores in FY22.

The financial performance and the results of operations, including major developments have been discussed in detail in the Management Discussion and Analysis report.

INCORPORATION OF THE WHOLLY OWNED SUBSIDIARY-WARREN REMEDIES PRIVATE LIMITED

During the year under review, the Warren Remedies Private Limited a wholly owned subsidiary of the Company, was incorporated for setting up a unit for manufacturing of pharmaceutical products both formulations as well as Active Pharmaceutical Ingredients (API). Warren Remedies Private Limited has awarded the contract for the civil work and is hopeful to commence commercial production by the fourth quarter of the financial year 2023-2024. The Company has invested 5,00,00,000 as equity contribution and 10,00,00,000 as preference contribution as at March 31, 2023.

SOLAR POWER

The Company entered into Share Purchase and Shareholders Agreement ("Agreements") with Kanakal Wind Energy Private Limited ("Kanakal") and Jalansar Wind Energy Private Limited ("Jalansar") in order to comply with regulatory requirement for being a captive user under Indian Electricity laws. Pursuant to the Agreements, the Company acquired 26% equity stake each in Kanakal and Jalansar, representing 8,64,000 equity shares of 10/- each and 5,76,000 equity shares of 10/- each respectively, for setting up Solar Power Plant at Akkalkot, Solapur District, Maharashtra (the "Plant"), wherein the power generated by the Plant shall be supplied exclusively to Indoco Remedies Limited under the Captive Rules for the tenure of 25 years. This has helped in substantial savings in electricity costs at our Research and Development Centre at Rabale, Navi Mumbai and API Plant at Patalganga.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is provided in a separate section and forms part of this Report.

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

Based on the Companys performance, the Board of Directors recommend a dividend of 2.25 per equity share of 2/- each (112.50%) for the financial year 2022-2023.

The dividend on equity shares is subject to the approval of the members at the Seventy-Sixth Annual General Meeting ("AGM") scheduled to be held on Tuesday, September 26, 2023. The dividend if approved by the members in the ensuing AGM would result in a cash outflow of 20.73 crores. Dividend for the financial year 2021-2022 was 2.25 per equity share (112.50 %).

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 20, 2023 to Tuesday, September 26, 2023 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2023.

According to Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on March 31 of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web link shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company which is based on the need to balance the twin objectives of appropriately rewarding its shareholders with dividend and of conserving resources to meet its future needs, can be accessed using the following link: https://www.indoco.com/policies/IRL_dividend_distribution_policy.pdf.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

During the year under review, there was no change in the paid-up share capital of the Company. The paid-up Equity Share Capital as on March 31, 2023 is 18,43,00,710/-.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31, 2023, the Company has 4 Subsidiary Companies Xtend Industrial Designers and Engineers Private Limited Warren Remedies Private Limited

Indoco Remedies Czech SRO Indoco Remedies UK Limited

As on March 31, 2023, the Company has 2 Associate Companies Jalansar Wind Energy Private Limited* Kanakal Wind Energy Private Limited*

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 as amended from time to time, the names of the companies which have become and ceased to be associates/subsidiary/joint venture companies during the year are provided below.

Sr. No.	Companies which became associates/subsidiary/joint venture during the year under review
1.	Warren Remedies Private Limited (Wholly Owned Subsidiary)
2.	Jalansar Wind Energy Private Limited (Associate)*
3.	Kanakal Wind Energy Private Limited (Associate)*

 

Sr. No.	Companies which ceased to be associates/ subsidiary/joint venture during the year under review
	Nil

* Jalansar Wind Energy Private Limited and Kanakal Wind Energy Private Limited which are associates as per the Companies Act, 2013 ("Act") have not been classified as an associate as per IND AS and hence they are not considered for Consolidation.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the Companys subsidiaries and associates in the prescribed format AOC-1 is appended as "Annexure A" to this Boards report.

The highlights of performance of the subsidiaries and their contribution to the overall performance of the Company during the financial year under review is given under Note No. 44 to the Consolidated Financial Statements forming part of the Annual Report.

Further, pursuant to Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company – www.indoco.com. Any person desirous of obtaining the said Financial Statements may write to compliance.officer@indoco.com. There have been no material changes in the nature of the business of the subsidiaries and associates during the financial year 2022-2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Aditi Panandikar (DIN: 00179113)

Ms. Aditi Panandikars term as Managing Director as approved by the Shareholders vide Postal Ballot Notice dated January 27, 2017, was upto February 14, 2022.

The Board of Directors of the Company at its meeting held on November 02, 2021, on the recommendation of the Nomination and Remuneration Committee, had approved re-appointment of Ms. Aditi Panandikar as Managing Director for a further period of five years with effect from February 15, 2022 till February 14, 2027, subject to the approval of the shareholders of the Company at the 75^th Annual General Meeting. The shareholders of the Company in its 75^th Annual General Meeting held on September 22, 2022 approved the re-appointment of Ms. Aditi Panandikar as Managing Director for a further period of five years with effect from February 15, 2022 till February 14, 2027.

In terms of provisions of the Section 152(6) of the Act and the Articles of Association of the Company, Ms. Aditi Panandikar (DIN: 00179113), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board of Directors recommends her re-appointment.

Sundeep V Bambolkar (DIN: 00176613)

Mr. Sundeep V Bambolkars term as Jt. Managing Director as approved by the Shareholders vide Postal Ballot Notice dated January 27, 2017, was upto February 14, 2022. The Board of Directors of the Company at its meeting held on November 02, 2021, on the recommendation of the Nomination and Remuneration Committee, had approved the re-appointment of Mr. Sundeep V Bambolkar as Jt. Managing Director for a further period of five years with effect from February 15, 2022 till February 14, 2027, subject to the approval of the shareholders of the Company at the 75^th Annual General Meeting. The shareholders of the Company in its 75^th Annual General Meeting held on September 22, 2022 approved the re-appointment of Mr. Sundeep V Bambolkar as Jt. Managing Director for a further period of five years with effect from February 15, 2022 till February 14, 2027.

Mr. Suresh G Kare (DIN: 00179220)

The Board of Directors of the Company at its meeting held on May 23, 2023, on the recommendation of the Nomination and Remuneration Committee, has approved the re-appointment of Mr. Suresh G Kare as the Chairman of the Company in the capacity of Non-Executive and Non- Independent Director effective from July 01, 2023, subject to the approval of shareholders of the Company by way of Postal Ballot Notice dated May 23, 2023.

Mr. Jayshankar Menon

Mr. Jayshankar Menon, the Company Secretary and the Compliance Officer of the Company retired from his services w.e.f. closing hours of November 30, 2022. The Board placed on record its appreciation for the assistance and guidance provided by Mr. Jayshankar Menon during his tenure as the Company Secretary and Compliance Officer of the Company.

Mr. Ramanathan Hariharan

The Board of Directors in its meeting held on November 10, 2022 appointed Mr. Ramanathan Hariharan (Membership No. A20593) as the Company Secretary and the Compliance Officer of the Company w.e.f. December 01, 2022.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that: a. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES

Board Meetings

The Board of Directors met Six (6) times during the financial year 2022-23 on May 17, 2022, June 07, 2022, August 09, 2022, November 10, 2022, January 24, 2023 and March 29, 2023. The particulars of attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

Board & Committees of the Board

As on March 31, 2023, the Board had 6 (Six) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Executive Directors. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Evaluation of Performance of the Board, Its Committees and Individual Directors

During the year, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act, relevant rules, and the Corporate Governance requirements as prescribed under Regulation 17 of SEBI Listing Regulations and based on the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its Committees and individual Directors as per the SEBI Guidance Note on Board Evaluation.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgement etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Board also assessed the fulfilment of the independence criteria as specified in SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, independence of the committee from the Board, contribution to decisions of the Board, etc.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 (1) (b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the Company at www.indoco.com and can be accessed through the web link: https://www.indoco.com/policies/Familiarization_programme_for_independent_directors.pdf

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Policy is intended to achieve the following objectives:

1. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

2. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

3. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

4. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website, at https://www.indoco.com/policies/Nomination_and_Remuneration_Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in "Annexure B" to this Boards Report. Further, the information pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Registered office of the Company during business hours and pursuant to the second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer either at the Registered Office address or by email to compliance.officer@indoco.com.

EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS

The Company has adopted and implemented the Indoco Remedies Limited Employee Stock Option Plan – 2022 ("Plan") pursuant to the approval of its shareholders at the 75th Annual General Meeting held on September 22, 2022, with an objective of enabling the Company to attract and retain talented employees by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect in their efforts in building the growth and the profitability of the Company. The Plan is implemented through the Indoco Employees Welfare Trust which will acquire the shares of the Company by way of fresh allotment from the Company and will follow the cash mechanism. The Plan is administered by the Nomination and Remuneration Committee of the Company which is designated as Compensation Committee in pursuance of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the purpose of administration and implementation of the Plan. The maximum number of shares under the Plan shall not exceed 13,82,256 equity shares.

The Nomination and Remuneration Committee in its meeting held on January 24, 2023, has granted 2,95,500 Employee Stock Options ("Options") and 75,000 Restricted Stock Units ("RSUs") to the eligible employees.

Further, the certificate required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021from the Secretarial Auditor of the Company that the Plan have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021and as per the resolution passed by the members of the Company will be available at the ensuing AGM for inspection.

The necessary disclosure pursuant to section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the Plan of the Company is available on Companys website at https://www.indoco.com/esop-disclosure/esop-disclosure-FY_2022-2023.pdf.

CORPORATE POLICIES

The details of the various policies approved and adopted by the Board of Directors as required under the Act and various SEBI regulations are provided below. The policies are reviewed periodically by the Board and updated as needed. The Board at its meeting held on May 23, 2023 revised and adopted the "Code of Conduct for Board of Directors and Senior Management" and "Insider Trading Code".

Key policies that have been adopted are as follows:

Name of the Policy	Brief Description	Web link
Dividend Distribution Policy	The Dividend Distribution Policy establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company to strike balance between payout and retained earnings, in order to address future needs of the Company.	https://www.indoco.com/policies/ IRL_dividend_distribution_policy. pdf
Code of Conduct for Board of Directors and Senior Management	The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (executive / non- executive) including a code of conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.	https://www.indoco.com/policies/ Code_of_ Conduct_for_Board_of_ Directors_and_Senior_Management. pdf
Policy for Determination of Materiality of Events	This Policy for Determination of Materiality of Events is aimed at providing guidelines to the management of the Company to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s).	https://www.indoco.com/policies/ Policy_for_ Determination_ of_ Materiality_of_Events.pdf
Whistle Blower & Vigil Mechanism Policy	This Policy has been formulated with a view to provide a mechanism for directors, employees, other stakeholders of the Company as well as Anonymous Whistle Blowers (in exceptional cases) to approach the Ombudsperson / Chairman of the Audit Committee of the Company.	https://www.indoco.com/policies/ W h i s t l e _ B l o w e r _ a n d_ V i g i l _ Mechanism.pdf
Policy for determining material subsidiary	This Policy aims to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries.	https://www.indoco.com/policies/ Policy_for_Determining_Material_ Subsidiaries.pdf
Risk Management Policy	The Policy aims to communicate the Companys common and systematic approach to managing risk.	https://www.indoco.com/policies/ Risk_Management_Policy.pdf
Name of the Policy	Brief Description	Web link
Policy on Materiality and Dealing with Related Party Transactions	The Policy regulates all transactions between the Company and its related parties.	https://www.indoco.com/policies/ Policy_on_Materiality_of_Related_ Party_Transactions.pdf
Corporate Social Responsibility Policy	This Policy aims to strategically draw the guiding principles for selection, implementation and monitoring of CSR activities as well as formulation of the annual action plan by the Board of the Company, after taking into account the recommendations of its CSR Committee.	https://www.indoco.com/policies/ Corporate_Social_Responsibility_ Policy.pdf
Familiarization Program for Independent Directors	Familiarization Program aims to familiarize the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives that would facilitate their active participation in managing the Company.	https://www.indoco.com/policies/ Familiarization_programme_for_ independent_directors.pdf
Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, Key Managerial Personnel, senior management and other employees.	https://www.indoco.com/policies/ Nomination_and_Remuneration_ Policy.pdf
Policy on diversity of Board of Directors	This Policy sets out the approach to diversity on the Board of the Company.	https://www.indoco.com/policies/ Policy_on_Diversity_of_Board_of_ Directors.pdf
Policy for Orderly Succession for Appointments to the	This Policy aims that investors do not suffer due to sudden or unplanned gaps in leadership.	https://www.indoco.com/policies/ Policy_for_Orderly_Succession.pdf
Board and Senior Management
Board Evaluation	The Policy has been framed with an	https://www.indoco.com/policies/
Policy	objective to ensure individual directors of the Company and the Board as a whole, work efficiently and effectively in achieving their functions, for the benefit of the Company and its stakeholders.	Board-Evaluation-Policy.pdf

 

Name of the Policy	Brief Description	Web link
"The Code of Conduct for Prevention of Insider Trading" and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information"	This Code provides framework dealing with the securities of in mandated manner.	for https://www.indoco.com/policies/ Company Insider_Trading_Code.pdf
Policy for Preservation of Documents	This Policy deals with the and archival of corporate Company and all its subsidiaries.	retention https://www.indoco.com/policies/ records of the p o l i c y _ f o r _ p r e s e r v a t i o n _ o f_ documents.pdf
Policy for Archival of Website Information	This Policy provides the guiding https://www.indoco.com/policies/ principles for the archival and storage of policy_for_ archival_ of_website_ the Companys website information informations.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Annual Report. The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link: https:// www.indoco.com/policies/Corporate_Social_Responsibility_Policy.pdf The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in "Annexure C" to this Boards Report. The Board has accorded its consent to set off the excess amount spent by the Company on its CSR Activities against the requirement to spend in any subsequent year(s) in terms of Section 135 of the Act.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a Whistle Blower & Vigil Mechanism Policy. Further details on vigil mechanism of the Company are provided in the Corporate Governance Report, forming part of this Report.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Companys Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee which reviews key risk elements of the Companys business, finance, operations and compliance. The Risk Management Committee also assesses the adequacy of mitigation plans to address such risks. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company. Risk Management Committee has formulated and implemented Risk Management Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy can be accessed on the Companys website at https://www.indoco.com/ policies/Risk_Management_Policy.pdf

AUDITORS Statutory Auditor

Pursuant to Section 139 of the Act, rules made there under, the Board of Directors on the recommendation of the Audit Committee re-appointed M/s Gokhale & Sathe, a Firm of Chartered Accountants, (Firm Registration No. 103264W), as the Statutory Auditors of the Company for the further period of five financial years from the conclusion of 75^th Annual General Meeting till the conclusion of the 80^th Annual General Meeting of the Company to be held in the year 2027. Further the shareholders approval has been accorded in the 75^th AGM held on September 22, 2022.

Statutory Audit Report

During the financial year 2022-2023 no fraud has occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors Report for the financial year ended March 31, 2023, does not contain any qualifications, reservations, adverse remarks or disclaimers and has been issued with an unmodified opinion, by the Statutory Auditors.

Secretarial Auditor

In terms of Section 204 of the Act, the Board of Directors has re-appointed CS Ajit Sathe- Proprietor of M/s A. Y. Sathe & Co. Company Secretaries in Practice (FCS 2899/COP 738) to undertake the Secretarial Audit of the Company for the financial year 2023-2024.

Secretarial Audit Report

The Secretarial Audit was carried out by M/s A. Y. Sathe & Co., Company Secretaries in Practice (FCS 2899/COP 738) for the financial year 2022-2023. The Report given by the Secretarial Auditor is annexed as "Annexure D" and forms integral part of this Boards Report. During the year under review, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act. There has been no qualification, reservation or adverse remark or disclaimer in their Secretarial Audit Report other than the following:-

1. Stock Exchange intimation for Presentation and the audio/video recordings of post earnings/ quarterly calls for financial quarter ended December 31, 2022 was uploaded at 9:45 a.m. on January 25, 2023 which is not before the next trading day.

2. Separate intimations for transcript of post earnings/ quarterly calls for financial quarter ended March 31, 2022 and financial quarter ended June 30, 2022 were not uploaded on Stock Exchange. It is observed that the intimation to the stock exchanges for audio/video recording also contains transcript of such calls.

Management responses to the observations made by the Secretarial Auditor in the Secretarial Audit Report are dealt as under:

1. The post earnings call for the quarter and nine months ended December 31, 2022 was held on January 24, 2023. The Company uploaded the audio recordings of post earnings calls within 24 hours of the conclusion of the said call, however due to technical issue the Company was unable to upload the said disclosure before next trading day i.e. before 09:00 a.m. on January 25, 2023 and uploaded the disclosure at 09:45 a.m.

2. The Company has given the link of transcript of post earnings call for the quarter ended March 31, 2022 and June 30, 2022 in the intimation sent to the stock exchanges for audio/video recording for the said quarters.

Cost Auditor

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company. The Board has re-appointed M/s Joshi Apte & Associates, Cost Accountants, (Firms Registration No. 00240) as Cost Auditor of the Company for conducting Cost Audit of your Company for the financial year 2023-2024 at a remuneration of 1,80,000/- per annum. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s Joshi Apte & Associates, Cost Auditors for financial year 2023-2024 is included at Item No. 4 of the Notice convening the Annual General Meeting.

LOANS, GUARANTEES & INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arms length basis.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company.

All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Act, in the prescribed form AOC-2, is provided as "Annexure E" to this Boards Report.

The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 52 to the Standalone Audited Financial Statement of Company forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as "Annexure F" to this Boards Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from time to time.

ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https://www.indoco.com/inv-extract-of-annual-return.asp.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and SEBI circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle. The BRSR is provided in a separate section and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance, which forms part of this Annual Report.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as "Deposits" in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

OTHER DISCLOSURES

During the year under review, your Company has not issued shares with differential voting rights and sweat equity shares.

During the year under review, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, employees, business partners, Companys bankers, medical professionals and business associates for their continued support and valuable cooperation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in

		For and on behalf of the Board of Directors
		Indoco Remedies Limited
		Sd/-
		Suresh G Kare
Place	: Mumbai	Chairman
Date	: May 23, 2023	DIN: 00179220