Page 71 - FBL AR 2019-20
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CORPORATE   STATUTORY  FINANCIAL
                                                                                        OVERVIEW  STATEMENTS  STATEMENTS





            The Company has an experienced and qualified finance department   has formulated a code on  ‘Redressal of Grievances Regarding
            which plays an important role in implementing and monitoring   Sexual Harassment’. The Company has set up, ‘Internal Complaints
            the internal control procedures and compliance with statutory   Committee’ for Company’s each location for redressal of grievances
            requirements.  The  Audit  Committee  and  the  Board  of  Directors   and to protect women against any harassment.
            review the report(s) of the independent Internal Auditors at regular   During the year under review, no complaint was received in the
            intervals along with the adequacy, effectiveness and observations   Company.
            of the Internal Auditors regarding internal control system and
            recommends improvements and remedial measures, wherever   INFORMATION TECHNOLOGY
            necessary.
                                                               Information Technology (IT) acted as an enabler of productivity by
            HUMAN RESOURCES                                    implementing sophisticated application environments (e.g. SAP
                                                               HANA, ITSM Platform for ERP). Your Company will continue to invest
            The information required under rule 5(1) and rule 5(2) of the   in upgradation of Cloud based CRM and HRIS Platform.
            Companies (Appointment and Remuneration of Managerial
            Personnel)  Rules,  2014  read  with  Section  197  (12)  of  the  Act  in   Your Company’s IT  Team manages Company’s operations with
            respect of employee remuneration and other details forms part   state-of-the-art technology and has been incorporating new
            of this report and provided as Annexure IV. Other applicable   technologies into the system. In addition, mobility solution and
            information for the above provisions will be made available to the   support has played a key role in achieving improved deliverables,
            members upon their request.                        specifically in the COVID situation when the nationwide lockdown
                                                               was imposed.
            The Company had a headcount of 524 employees during the
            year under review. After the Effective Date of the said merger, the   Annual Application & Control Audits are undertaken to ensure
            employment services of all the employees of Transferor company   consistent remediation of any business and process risks. In addition
            were transferred to the Company as per the terms of the NCLT order   to that, your company did few investments in technology to cater to
            and the approved Scheme of Amalgamation. The Company has   the sudden disruption caused by COVID-19.  Moving to Work from
            cordial relation with its employees at all locations.  Home mode in the nationwide lockdown situation was an easy
                                                               affair with respect to IT infrastructure. To enhance the security, add
            EMPLOYEE STOCK OPTIONS                             on cybersecurity controls and 24x7 monitoring mechanisms were
            During FY 2019-20, the Company has adopted Old FBL’s employee   implemented over and above the existing infrastructure built over
            stock option plan as the Company’s new ‘Fermenta Biotech Limited   a period. This enabled the Company to execute business as usual
            -Employee Stock Option Plan 2019’ (“ESOP 2019”) in view of NCLT   in unusual times. Adequate training was provided to employees to
            directives vide order sanctioning the Scheme of Amalgamation,   enable them to handle such enhanced applications.
            and approved increase in the limit for grant of upto 1,94,555   Your Company continues to drive excellence through a strong focus
            options  (revised to 5,83,665 options pursuant to the approval of   on managing the details, and a culture ingrained with continuous
            issue of bonus shares by members in the ratio of 2:1, in accordance   improvements.
            with clause 3.6, 12.3 and other applicable provisions of ESOP 2019)
            (corresponding to equity share of face value of  H5 each) under   DEPOSITS
            ESOP 2019. Members of the Company vide postal ballot including   In FY 2019-20, your Company has not accepted any deposits under
            e-voting has approved ESOP 2019 on January 28, 2020.
                                                               Section 73 of the Act including rules framed thereunder, and no
            During  the  FY  2019-20,  the  number  of  options  granted  to  the   principal or interest remains unpaid or unclaimed as on March 31,
            employees of the Company post-merger (September 26, 2019) and   2020.
            post bonus issue (February 14, 2020) was 4,27,647.
                                                               CREDIT RATING
            Disclosures pursuant  to  Regulation 14  of the  SEBI  (Share Based
            Employee Benefits) Regulations, 2014 read with SEBI Circular dated   Post-Merger of the  Transferor company with the  Transferee
            June 16, 2015 are provided as at the Company’s website at https://  company, during the FY 2019-20, CARE Ratings Ltd. has maintained
            fermentabiotech.com/investor_relations.php         the credit rating as assigned to the Transferor company. The rating
                                                               on Long Term Bank Facilities for fund based limits and term loan has
            PREVENTION OF SEXUAL HARASSMENT OF WOMEN           been maintained at CARE A- (Single A minus) with Stable outlook
            AT WORKPLACE                                       and credit rating on Short Term Bank Facilities for non-fund based
                                                               limits has been maintained at CARE A2 (Single A two).
            The Company is committed to providing a safe and conducive work
            environment to all its employees and associates.   DIRECTORS
            In accordance with the requirements of the Sexual Harassment of   Independent Directors:
            Women at the Workplace (Prevention, Prohibition and Redressal)
            Act, 2013 and the Rules framed thereunder (‘POSH’), the Company   Independent Directors have made relevant declarations to

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