Page 70 - FBL AR 2019-20

Fermenta Biotech Limited
Annual Report 2019-20

MERGER AND ITS CONSEQUENT CHANGES Thane (West) 400 610, Maharashtra, India’ to ‘A -1501, Thane One,
DIL Complex, Ghodbunder Road, Majiwade, Thane (West) 400 610,
Merger Order:
Maharashtra, India’, with effect from September 26, 2019.
The National Company Law Tribunal, Mumbai Bench (‘NCLT’)
vide its order dated September 19, 2019, approved the merger of SUBSIDIARY COMPANIES
erstwhile Fermenta Biotech Limited (‘Transferor company’) with DIL On September 5, 2019, the Company’s subsidiary viz. Fermenta
Limited (‘Transferee company’/ ‘Company’), along with the Scheme Biotech GmbH was incorporated in Germany.
of Amalgamation. The effective date for the said merger of the
Transferor company and Transferee company was September 26, The individual financial statements of the Company’s Subsidiaries/
2019 (‘Effective Date’). Associates have not been attached to the financial statements
of the Company for FY 2019-20. The financial information of the
Post-merger: Company’s Subsidiaries/ Associates provided in this section may
(a) The Company’s Authorised Share Capital is H25,00,00,000 be read along with the information provided under the heading
(Rupees Twenty Five Crores) divided into 4,98,40,000 equity ‘Consolidated Financial Statements’ in this report. In accordance
shares of H5/- each, and 1,60,000 Unclassified shares of H5/- with the provisions of section 129 (3) of the Act, read with Rule 5
each; and Rule 8 of the Companies (Accounts) Rules, 2014 [as amended
from time to time], a separate statement containing salient features
(b) The Company’s name has been changed from DIL Limited to of the financial statements of Company’s Subsidiaries/ Associates
Fermenta Biotech Limited as per the certificate of incorporation in Form AOC I is attached to this Board’s report as Annexure II and
pursuant to name change dated October 17, 2019 issued by forms part of this Board’s report.
the Registrar of Companies, Mumbai, Ministry of Corporate
Affairs. The financial statements of the Company’s Subsidiaries/ Associates
shall be available for inspection through electronic mode. Members
(c) The Company issued and allotted 6,37,537 equity shares of are requested to write to the Company at info@fermentabiotech.
face value of H5/- each, fully paid-up, to the members of the com for inspection of said documents.
Transferor company, whose names were registered as members
in the Members’ Register of the Transferor company as on the The standalone and consolidated financial statements of the
Record Date i.e. of October 10, 2019, fixed for the issue of the Company, have been uploaded on the website of the Company at
Transferee company’s shares to the members of the Transferor https://www.fermentabiotech.com/annual-report.php
company, in accordance with the exchange ratio as approved The Company has incorporated a wholly-owned subsidiary in the
in the NCLT order along with the terms of the Scheme of United States of America viz. Fermenta Biotech USA LLC on May 27,
Amalgamation.
2020.
(d) The Company’s business of renting of properties and the
Transferor company’ business, mainly pharmaceuticals, MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
manufacturing and marketing APIs, biotechnology and The Company is engaged in pharmaceuticals, manufacturing and
environmental solutions, have been combined. marketing APIs, biotechnology and environmental solutions and
renting of properties. MD&A covering details of the business of the
Bonus issue and Share capital:
Company is provided on page 60 and forms part of this Board’s
(a) During the year under review, the Company issued 1,96,20,658 Report.
equity shares of H5/- each as fully paid-up bonus equity shares,
in the proportion of 2:1 i.e. 2 (Two) new fully paid-up equity INTERNAL CONTROL SYSTEMS AND RISK
shares of H5/- (Rupees Five only) each for every 1 (One) existing MANAGEMENT
fully paid-up equity share of H5/- (Rupees Five only) each to
members whose names appeared in the Register of Members / The Company’s internal control systems are commensurate with
List of Beneficial Owners as on the Record Date i.e. February 14, the nature of its business, the size and complexity of its operations.
2020 fixed for this purpose. In compliance with applicable laws, the Company has designed,
developed and implemented risk management policy and maintains
(b) Post-merger and issue of bonus shares, the paid-up share adequate internal control system in order to identify, analyse and
capital of the Company is H14,71,54,935 (Rupees Fourteen address potent risks in a systematic manner on concurrent basis to
Crores Seventy One Lakhs Fifty Four Thousand Nine Hundred mitigate such risks.
and Thirty Five only) divided into 2,94,30,987 equity shares of
H5/- each. The Company’s internal control systems are regularly verified by
Statutory Auditors and Internal Auditors. During the year under
CHANGE OF REGISTERED OFFICE ADDRESS review, the Company’s Internal Auditors, M. M. Nissim & Co.,
Chartered Accountants, conducted and reported the effectiveness
The registered office of the Company has been changed from ‘A and efficiency of internal control system including adherence to
-1601, Thane One, DIL Complex, Ghodbunder Road, Majiwade, procedures as per the policies of the Company.

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