|
Dear Members,
Your Directors are pleased to present the Company's Seventy Eighth 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, 2025.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
The highlights of the performance of the Company for the year ended March 31, 2025 is
summarized below:
( Rs.` in Crores, except per equity share data)
|
Standalone |
|
Consolidated |
|
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Total Income from Operations |
1,518.19 |
1,790.81 |
1,664.92 |
1,817.29 |
| Add: Other Income |
18.48 |
8.51 |
5.45 |
9.85 |
Total Income |
1,536.67 |
1,799.32 |
1,670.37 |
1,827.14 |
Profit Before Finance Cost, Depreciation, |
|
|
|
|
|
146.52 |
266.49 |
104.71 |
254.16 |
Amortization, Impairment and Tax |
|
|
|
|
| Less: Finance Cost |
56.63 |
36.82 |
66.23 |
38.02 |
| Less: Depreciation, Amortization and |
|
|
|
|
|
98.25 |
87.98 |
113.84 |
91.87 |
| Impairment Expenses |
|
|
|
|
Profit Before Exceptional Items and Tax |
(8.36) |
141.69 |
(75.36) |
124.27 |
| Exceptional Items |
0.99 |
11.53 |
0.99 |
11.53 |
Profit Before tax |
(7.37) |
153.22 |
(74.37) |
135.80 |
| Less: Provision for Taxation |
|
|
|
|
| - Current |
- |
32.77 |
0.47 |
33.17 |
| - Deferred |
1.36 |
3.81 |
3.11 |
5.62 |
| - Mat Credit Adjustments |
- |
- |
- |
- |
Net Profit After Tax |
(8.73) |
116.64 |
(77.95) |
97.01 |
Other Comprehensive Income |
|
|
|
|
| Items that will not be reclassified subsequently |
|
|
|
|
|
(6.00) |
0.05 |
(6.04) |
0.05 |
| to profit or loss |
|
|
|
|
| Income tax relating to items that will not be |
|
|
|
|
|
1.51 |
(0.01) |
1.52 |
(0.01) |
| reclassified subsequently to profit or loss |
|
|
|
|
| Items that will be reclassified subsequently to |
|
|
|
|
|
- |
- |
0.33 |
0.23 |
| profit or loss |
|
|
|
|
| Income tax relating to items that will be |
|
|
|
|
|
- |
- |
0.06 |
- |
| reclassified subsequently to profit or loss |
|
|
|
|
Total Other Comprehensive Income/(Loss), |
|
|
|
|
|
(4.49) |
0.04 |
(4.13) |
0.27 |
net of tax |
|
|
|
|
Total Comprehensive Income for the year |
(13.22) |
116.68 |
(82.08) |
97.28 |
Net Profit for the year attributable to- |
|
|
|
|
| - Owners of the Company |
(8.73) |
116.64 |
(73.74) |
98.47 |
| - Non-controlling interests |
- |
- |
(4.21) |
(1.46) |
Other Comprehensive Income/(Loss) |
|
|
|
|
attributable to- |
|
|
|
|
| - Owners of the Company |
(4.49) |
0.04 |
(4.13) |
0.27 |
| - Non-controlling interests |
- |
- |
- |
- |
Total Comprehensive Income attributable to- |
|
|
|
|
| - Owners of the Company |
(13.22) |
116.68 |
(77.87) |
98.74 |
| - Non-controlling interests |
- |
- |
(4.21) |
(1.46) |
Earnings per share (EPS) (of ` 2/- each) |
|
|
|
|
| Basic |
(0.95) |
12.66 |
(8.46) |
10.53 |
| Diluted |
(0.95) |
12.64 |
(8.45) |
10.51 |
RESULTS FROM OPERATIONS On Standalone Basis
The Total Income stood at ` 1,536.67 crores in FY25 as compared to ` 1,799.32
crores in FY24. The Profit/ (Loss) Before Tax stood at ` (7.37) crores in FY25
as compared to ` 153.24 crores in FY24. The Net Profit/ (Loss) after Tax (Before
OCI) stood at ` 13.22 crores in FY25 as compared to ` 116.66 crores in FY24.
On Consolidated Basis
The Total Income stood at ` 1,670.37 crores in FY25 as compared to ` 1,827.14
crores in FY24. The Profit/ (Loss) Before Tax stood at ` (74.37) crores in FY25
as compared to ` 135.80 crores in FY24. The Net Profit/ (Loss) after Tax (Before
OCI) stood at ` (77.95) crores in FY25 as compared to ` 97.01 crores in
FY24. The financial performance and the results of operations, including major
developments have been discussed in detail in the Management Discussion and Analysis
report.
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, 2025 have been
prepared in accordance with Indian Accounting Standards (IND AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
DIVIDEND
Based on the Company's performance, the Board of Directors recommended a dividend of `
0.20 per equity share of ` 2/- each (10%) for the financial year 2024-2025. The dividend
on equity shares is subject to the approval of the members at the Seventy-Eighth Annual
General Meeting ("AGM") scheduled to be held on Thursday, September 11, 2025.
Dividend for the financial year 2023-2024 was ` 1.50 per equity share (75%).
The Register of Members and Share Transfer Books of the Company will remain closed from
Friday, September 05, 2025 to Thursday, September 11, 2025 (both days inclusive) for the
purpose of payment of the dividend for the financial year ended March 31, 2025.
According to Regulation 43A of the SEBI Listing Regulations, the top 1,000 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
The Nomination and Remuneration Committee in its meeting held on January 21, 2025 has
issued and allotted 65,700 Equity Shares to the Indoco Employees Welfare Trust under
Indoco Remedies Limited Employee Stock Option Plan 2022.
Further to the above allotment, the paid-up share capital of the Company has increased
from
` 18,43,64,410 (consisting of 9,21,82,205 equity shares of face value of ` 2 each) as
on March 31, 2024 to
` 18,44,95,810 (consisting of 9,22,47,905 equity shares of face value of ` 2 each) as
on March 31, 2025.
During the year under review, there is no change in Authorized Share Capital of the
Company, which is
` 25,00,00,000 (Rupees Twenty Five Crores only) divided into 12,50,00,000 (Twelve
Crores and Fifty Lakhs) Equity Shares of ` 2/- each.
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, 2025, the Company has 5 Subsidiary Companies. |
Xtend Industrial Designers and Engineers Private Limited |
Warren Remedies Private Limited |
Indoco Remedies Czech S.R.O. |
Indoco Remedies UK Limited |
FPP Holding Company, LLC |
| As on March 31, 2025, the Company has 2 Associate Companies. |
Jalansar Wind Energy Private Limited* |
Kanakal Wind Energy Private Limited* |
* 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.
During the financial year 2024-2025, no company has become or ceased to be
associate/subsidiary/joint venture of the Company.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features of the financial statement of the
Company's subsidiaries and associates in the prescribed format AOC-1 is appended as "Annexure
A" to this Board's report.
The highlights of performance of the subsidiaries and their contribution to the overall
performance of the Company during the financial year under review is given under Note No.
46 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
including 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 2024-2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Anand M Nadkarni (DIN: 06881461)
In terms of provisions of the Section 152(6) of the Act and the Articles of Association
of the Company, Dr. Anand M Nadkarni (DIN: 06881461), Non-Executive and Non-Independent
Director of the Company retires by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for reappointment. The Board of Directors recommends his
re-appointment.
Ajay Mulgaokar (DIN: 10457626)
On recommendation of Nomination and Remuneration Committee, the Board of Directors of
the Company, at its meeting held on January 23, 2024, appointed Mr. Ajay Mulgaokar as an
Additional Director designated as Independent Director for a period of five consecutive
years effective from April 01, 2024 to March 31, 2029 subject to the approval of the
shareholders. The Shareholders of the Company, vide postal ballot concluded on June 27,
2024 approved the appointment of Mr. Ajay Mulgaokar as an Independent Director of the
Company for a period of five consecutive years effective from April 01, 2024 to March 31,
2029.
Satish Shenoy (DIN: 00230711)
On recommendation of Nomination and Remuneration Committee, the Board of Directors of
the Company, at its meeting held on January 23, 2024, appointed Mr. Satish Shenoy as an
Additional Director designated as Independent Director for a period of five consecutive
years effective from April 01, 2024 to March 31, 2029 subject to the approval of the
shareholders. The Shareholders of the Company, vide postal ballot concluded on June 27,
2024 approved the appointment of Mr. Satish Shenoy as an Independent Director of the
Company for a period of five consecutive years effective from April 01, 2024 to March 31,
2029.
Vasudha V Kamat (DIN: 07500096)
Dr. (Ms.) Vasudha V Kamat will complete her first term of five consecutive years as a
Non-Executive Independent Director of the Company on September 23, 2025. The Board, on
recommendation of the Nomination and Remuneration Committee and considering her expertise
and experience and on the basis of the performance evaluation report, had approved her
re-appointment as a Non-Executive Independent Director of the Company for a second term of
five consecutive years commencing from September 24, 2025 to September 23, 2030 (both days
inclusive), subject to the approval of the shareholders of the Company at the ensuing 78th
Annual General Meeting.
Abhijit Y Gore (DIN: 00301688)
Mr. Abhijit Y Gore will complete his first term of five consecutive years as a
Non-Executive Independent Director of the Company on October 02, 2025. The Board, on
recommendation of the Nomination and Remuneration Committee and considering his expertise
and experience and on the basis of the performance evaluation report, had approved his
re-appointment as a Non-Executive Independent Director of the Company for a second term of
five consecutive years commencing from October 03, 2025 to October 02, 2030 (both days
inclusive), subject to the approval of the shareholders of the Company at the ensuing 78th
Annual General Meeting.
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, 2025, 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, 2025 and
of the loss 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 five (5) times during the financial year 2024-2025 on May
16, 2024, July 23, 2024, October 24, 2024, January 21, 2025 and March 25, 2025. 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, 2025, 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.
The Board of Directors of your Company in its meeting held on January 23, 2024
reconstituted Audit Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee and Risk Management Committee w.e.f. April 01, 2024 due to
cessation of Mr. Divakar M Gavaskar (DIN: 00157378) and Mr. Rajiv P Kakodkar (DIN:
01519590), as an Independent Directors of the Company at the closure of business hours on
March 31, 2024 and induction of Mr. Ajay Mulgaokar (DIN: 10457626) and Mr. Satish Shenoy
(DIN: 00230711) as Independent Directors of the Company w.e.f. April 01, 2024.
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 SEBI Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/0155 dated November 11, 2024, 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. The Independent Directors were additionally evaluated on the basis of
independence, independent views, 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 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 the
Act and 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.
Statement of Board of Directors
The Board of Directors of the Company are of the opinion that all the Independent
Directors of the Company appointed during the year possesses integrity, relevant
expertise, competent experience and proficiency required to best serve the interest of the
Company.
Familiarisation Programme for the Independent Directors
In compliance with the requirements of Regulation 25(7) of the SEBI Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model etc. The details of the Familiarisation Programme conducted are available
on the website of the Company at www.indoco.com and can be accessed through the web
link: https://www.indoco.com/policies/Familiarization programme for independent
directors.pdf. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Policy is intended to achieve the following objectives:
1. To formulate the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of a director
(executive/non-executive/independent) of the Company;
2. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the Company successfully;
3. Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
4. Remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Policy of the Company on Directors' appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of Section
178 of the Act, is available on our website, at https://www.indoco.com/policies/Nomination
and Remuneration Policy.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in "Annexure
B" to this Board's Report. Further, the information pertaining to Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
pertaining to the names and other particulars of employees is available for inspection at
the Registered office of the Company during business hours and pursuant to the second
proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the
members excluding this. Any shareholder interested in obtaining a copy of the same may
write to the Company Secretary/ Compliance Officer either at the Registered Office address
or by email to compliance.officer@ indoco.com.
EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS
The Company has adopted and implemented the Indoco Remedies Limited Employee Stock
Option Plan - 2022 ("Plan") pursuant to the approval of its shareholders
at the 75th Annual General Meeting held on September 22, 2022, with an
objective of enabling the Company to attract and retain talented employees by offering
them the opportunity to acquire a continuing equity interest in the Company, which will
reflect in their efforts in building the growth and the profitability of the Company. The
Plan is implemented through the Indoco Employees Welfare Trust which will acquire the
shares of the Company by way of fresh allotment from the Company and will transfer the
shares to the eligible employees upon exercise by them of vested Options/RSUs within the
exercise period and subject to payment of exercise price and satisfaction of tax
obligation, if any, arising thereon. 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.
Further, the certificate required under Regulation 13 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 from 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, 2021 and as per the resolution passed by the members of the Company
will be available at the ensuing AGM for inspection.
The necessary disclosure pursuant to Section 62 of the Act read with Rule 12 of the
Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 with regard to the Plan of the Company is available on Company's website at https://www.indoco.com/inv-esop-disclosure.asp.
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
March 25, 2025 revised and adopted the "Policy for Determination of Materiality of
Events", "Policy on Materiality of Related Party Transactions",
"Policy for Determining Material Subsidiaries" and "Insider Trading
Code".
Key policies that have been adopted are as follows:
Name of the Policy Brief Description Web link |
Dividend |
Distribution The Dividend Distribution Policy https://www.indoco.com/policies/ |
Policy |
establishes the principles to ascertain IRL dividend distribution
policy. |
|
amounts that can be distributed to equity pdf |
|
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. |
Name of the Policy |
Brief Description |
Web link |
Code of Conduct for |
The Company has adopted a Code of |
https://www.indoco.com/ |
Board of Directors and |
Conduct for the Senior Management |
policies/Code of Conduct for |
Senior Management |
Personnel, Directors (executive / non- |
Board of Directors and Senior |
|
executive) including a code of conduct |
Management.pdf |
|
for Independent Directors, which suitably |
|
|
incorporates the duties of Independent |
|
|
Directors as laid down in the Act. |
|
Policy for |
This Policy for Determination of |
https://www.indoco.com/policies/ |
Determination of |
Materiality of Events is aimed at providing |
Policy for Determination of |
Materiality of Events |
guidelines to the management of the |
Materiality of Events March2025. |
|
Company to determine the materiality |
pdf |
|
of events or information, which could |
|
|
affect investment decisions and ensure |
|
|
timely and adequate dissemination of |
|
|
information to the Stock Exchange(s). |
|
Whistle Blower & Vigil |
This Policy has been formulated with |
https://www.indoco.com/policies/ |
Mechanism Policy |
a view to provide a mechanism for |
Whistle Blower and Vigil |
|
directors, employees, other stakeholders |
Mechanism.pdf |
|
of the Company as well as Anonymous |
|
|
Whistle Blowers (in exceptional cases) to |
|
|
approach the Ombudsperson / Chairman |
|
|
of the Audit Committee of the Company. |
|
Policy for determining |
This Policy aims to determine the Material |
https://www.indoco.com/policies/ |
Material Subsidiary |
Subsidiaries of the Company and to |
Policy for Determining Material |
|
provide the governance framework for |
Subsidiaries March2025.pdf |
|
such subsidiaries. |
|
Risk Management |
The Policy aims to communicate the |
https://www.indoco.com/policies/ |
Policy |
Company's systematic approach to |
Risk Management Policy.pdf |
|
managing risk. |
|
Policy on Materiality |
The Policy regulates all transactions |
https://www.indoco.com/policies/ |
and Dealing with |
between the Company and its related |
Policy on Materiality of Related |
Related Party |
parties. |
Party Transactions March2025. |
Transactions |
|
pdf |
Corporate Social |
This Policy aims to strategically draw |
https://www.indoco.com/policies/ |
Responsibility Policy |
the guiding principles for selection, |
Corporate Social Responsibility |
|
implementation and monitoring of CSR |
Policy.pdf |
|
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. |
|
Familiarization |
Familiarization Program aims to |
https://www.indoco.com/policies/ |
Program for |
familiarize the Independent Directors |
Familiarization programme for |
Independent Directors |
with the Company, their roles, rights and |
independent directors.pdf |
|
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. |
|
|
Name of the Policy |
Brief Description |
Web link |
Nomination and |
This Policy formulates the criteria for |
https://www.indoco.com/policies/ |
Remuneration Policy |
determining qualifications, competencies, |
Nomination and Remuneration |
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positive attributes and independence for |
Policy.pdf |
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the appointment of a director (executive |
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/ non-executive) and also the criteria |
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for determining the remuneration of the |
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directors, key managerial personnel, |
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senior management and other employees. |
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Policy on diversity of |
This Policy sets out the approach to |
https://www.indoco.com/policies/ |
Board of Directors |
diversity on the Board of the Company. |
Policy on Diversity of Board of |
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Directors.pdf |
Policy for Orderly |
This Policy aims that investors do not |
https://www.indoco.com/policies/ |
Succession for |
suffer due to sudden or unplanned gaps |
Policy for Orderly Succession.pdf |
appointments to the |
in leadership. |
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Board and Senior |
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Management |
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Board Evaluation |
The Policy has been framed with an |
https://www.indoco.com/policies/ |
Policy |
objective to ensure individual directors |
Board-Evaluation-Policy.pdf |
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of the Company and the Board as a |
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whole, work efficiently and effectively in |
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achieving their functions, for the benefit |
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of the Company and its stakeholders. |
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"The Code of Conduct |
This Code provides framework for |
https://www.indoco.com/policies/ |
for Prevention of |
dealing with the securities of Company in |
Insider Trading Code March2025. |
Insider Trading" and |
mandated manner. |
pdf |
the "Code of Practices |
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and Procedures for |
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Fair Disclosure of |
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Unpublished Price |
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Sensitive Information" |
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Policy |
This Policy deals with the retention |
https://www.indoco.com/policies/ |
for Preservation of |
and archival of corporate records of the |
policy for preservation of |
Documents |
Company and all its subsidiaries. |
documents.pdf |
Policy for Archival of |
This Policy provides the guiding |
https://www.indoco.com/policies/ |
Website |
principles for the archival and storage of |
policy for archival of website |
Information |
the Company's website information |
informations.pdf |
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have
constituted a Corporate Social Responsibility (CSR) Committee. The details of membership
of the Committee and the meetings held are detailed in the Corporate Governance
Report, forming part of this Annual Report. The CSR Policy of the Company is available on
the website of the Company and can be accessed through the web link: https://www.indoco.com/policies/Corporate
Social Responsibility Policy.pdf
The unspent CSR amount of ` 24,00,000/- (Rupees Twenty Four Lakhs Only) which was
transferred to "Indoco Remedies Limited Unspent Corporate Social Responsibility
Account for financial year 2023-2024" in accordance with Section 135(6) of the Act is
spent on the allocated ongoing project in the financial year 2024-2025.
The CSR amount remaining unspent under Section 135(5) of the Act pursuant to ongoing
projects for the financial year 2024-2025, has been transferred to Unspent Corporate
Social Responsibility Account in accordance with Section 135(6) of the Act and such amount
shall be spent by your Company in pursuance of its obligation within the approved
timelines.
The Annual Report on CSR activities containing details of expenditure incurred by the
Company and brief details on the CSR activities are provided in "Annexure C"
to this Board's Report.
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. Based on the report,
significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
The Company's Internal Auditor also monitors and evaluates the internal control system
and submits Quarterly Reports which are placed before the Audit Committee of the Board.
RISK MANAGEMENT
The Board of Directors has constituted a Risk Management Committee which reviews key
risk elements of the Company's business, finance, operations and compliance. The Risk
Management Committee also assesses the adequacy of mitigation plans to address such risks.
The Corporate Governance Report, which forms part of this report, contains the details of
Risk Management Committee of the Company. Risk Management Committee has formulated and
implemented Risk Management Policy in compliance with the provisions of the Act and SEBI
Listing Regulations. The policy helps to identify the various elements of risks faced by
the Company, which in the opinion of the Board threatens the existence of the Company. The
Risk Management Policy can be accessed on the Company's website at https://www.indoco.com/
policies/Risk Management Policy.pdf.
AUDITORS Statutory Auditor
Pursuant to Section 139 of the Act, rules made there under, the Board of Directors on
the recommendation of the Audit Committee re-appointed M/s. Gokhale & Sathe, a Firm of
Chartered Accountants, (Firm Registration No. 103264W), as the Statutory Auditors of the
Company for the further period of five financial years from the conclusion of 75th
Annual General Meeting till the conclusion of the 80th Annual General Meeting
of the Company to be held in the year 2027. Further the shareholders' approval for re-appointment
has been accorded in the 75th AGM held on September 22, 2022.
Statutory Audit Report
During the financial year 2024-2025 no fraud has occurred, noticed and/or reported by
the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and
Auditors) Rules, 2014 (as amended from time to time).
The Auditor's Report for the financial year ended March 31, 2025, does not contain any
qualification, reservation, adverse remark or disclaimer and has been issued with an
unmodified opinion, by the Statutory Auditors.
Secretarial Auditor
In terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations,
the Board of Directors on the recommendation of the Audit Committee, has re-appointed CS
Ajit Sathe- Proprietor of A. Y. Sathe & Co., Company Secretaries (FCS 2899/COP 738) to
undertake the Secretarial Audit of the Company for one term of 5 (Five) consecutive years
to hold office from the conclusion of the 78th (Seventy Eighth) Annual General
Meeting till the conclusion of 83rd (Eighty Third) Annual General Meeting of
the Company to be held in the year 2030.
Secretarial Audit Report
The Secretarial Audit was carried out by A. Y. Sathe & Co., Company Secretaries in
Practice (FCS 2899/ COP 738) for the financial year 2024-2025. The Report given by the
Secretarial Auditor is annexed as "Annexure D" and forms an integral part
of this Board's Report. During the year under review, the Secretarial Auditor has 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. The Secretarial Report for the
financial year ended March 31, 2025, does not contain any qualification, reservation,
adverse remark or disclaimer.
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 and Associates, Cost
Accountants, (Firm's Registration No. 00240) as Cost Auditor of the Company for
conducting Cost Audit of your Company for the financial year 2025-2026 at a remuneration
of ` 1,80,000/- (Rupees One Lakh and Eighty Thousand Only) per annum. As required under
the Act, the remuneration payable to the Cost Auditor is required to be placed before the
Members in a general meeting for their ratification. Accordingly, a Resolution seeking
Member's ratification for the remuneration payable to M/s. Joshi Apte and Associates, Cost
Auditors for financial year 2025-2026 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 on an arm's length basis.
There were no material related party transactions entered by the Company during the
year under review. 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 parties referred to in section 188 of the Act, in the prescribed form AOC-2,
is provided as "Annexure E" to this Board's Report.
The details of Related Party Transactions, as required pursuant to respective Indian
Accounting Standards, have been stated in Note No. 54 to the Standalone Audited Financial
Statement of Company forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014, is provided as "Annexure F" to this
Board's Report.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and
SS-2, relating to "Meetings of the Board of Directors" and "General
Meetings", respectively.
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, the Business
Responsibility and Sustainability Report ("BRSR") on initiatives taken from an
environmental, social and governance perspective, in the prescribed format is provided in
a separate section and forms part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts or
tribunals which impact the going concern status and Company's operations in future.
PREVENTION OF SEXUAL HARASSMENT
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate
Governance, which forms part of this Annual Report.
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
"Deposits" in terms of Section 73 of the Act read with the Companies (Acceptance
of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the Act is not applicable.
OTHER DISCLOSURES
During the year under review, your Company has not issued shares with differential
voting rights and sweat equity shares.
During the year under review, there was no application made and proceeding initiated
/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company. As on the date of this report, there is no
application or proceeding pending against your Company under the Insolvency and Bankruptcy
Code, 2016.
During the year under review, there was no one-time settlement entered into with any
Bank or financial institutions in respect of any loan taken by the Company.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and
Analysis Report, describing the Company's objectives, projections, estimates and
expectations may constitute forward looking statements' within the meaning of
applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the circumstances.
ACKNOWLEDGEMENTS
Your Directors wish to thank all stakeholders, employees, business partners, Company's
bankers, medical professionals and business associates for their continued support and
valuable cooperation. The Directors also wish to express their gratitude to investors for
the faith that they continue to repose in the Company.
|
For and on behalf of the Board of Directors |
|
Indoco Remedies Limited |
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Sd/- |
|
Suresh G Kare |
| Place : Mumbai |
Chairman |
| Date : May 22, 2025 |
DIN: 00179220 |
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