Page 72 - FBL AR 2019-20

Fermenta Biotech Limited
Annual Report 2019-20

the Company including confirmation that the conditions of AUDITORS
independence laid down in sub section 6 of section 149 of the Act Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm
and Regulation 25 of the SEBI (Listing Obligations and Disclosure Registration No: 117366W/W- 100018) have been appointed as
Requirements) Regulations, 2015 (“Listing Regulations”) are duly Statutory Auditors of the Company, as per the members’ approval
complied.
at the 66th AGM dated September 28, 2018, to hold office from the
The Ministry of Corporate Affairs (‘MCA’) vide Notification conclusion of 66th AGM until the conclusion of 70th AGM of the
No. G.S.R. 804(E) dated October 22, 2019 and effective from Company.
December 01, 2019 has introduced the provision relating to The Statement on Impact of Audit Qualifications as stipulated
inclusion of names of Independent Directors in the Data Bank in regulation 33(3)(d) including the qualification(s) made by the
maintained by Indian Institute of Corporate Affairs (‘IICA’) All the Auditors in their report for the FY 2019-20 and the explanation(s)
Independent Directors have registered themselves through www. of the Board thereof is stated in page no. 83 of the Corporate
independentdirectorsdatabank.in with the Indian Institute of Governance Report, in terms of Section 134 of the Act and regulation
Corporate Affairs as required by the Companies Act, 2013. 34 of Listing Regulations.
In the opinion of the Board, all Independent Directors possess
necessary integrity, expertise and experience. Pursuant to the SECRETARIAL AUDIT REPORTS AND CERTIFICATE
provisions of Companies (Appointment and Qualifications of Mr. V. N. Deodhar (Membership No. FCS-1880), Proprietor of V. N.
Directors) Rules, 2014, the requirement of passing the online Deodhar & Co., Practicing Company Secretaries (‘Secretarial Auditor’),
proficiency self-assessment test is not applicable in case of Mr. Sanjay was appointed to conduct the Secretarial Audit of the Company
Buch, Mr. Vinayak Hajare and Dr. Gopakumar Nair, Independent for FY 2019-20 as per the provisions of Section 204 of the Act read
Directors of the Company. with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and regulation 24A of Listing
Retirement by rotation:
Regulations read with the Securities and Exchange Board of India
Ms. Rajeshwari Datla (DIN: 00046864) retires by rotation at the 68th (‘SEBI’) Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019.
AGM and being eligible, offers herself for re-appointment. Brief
profile of Ms. Rajeshwari Datla is provided on page no. 247 of this The Secretarial Auditor has submitted: (a) an unqualified Secretarial
Annual Report. Audit report; and (b) a certificate confirming that none of the
directors on the board of the Company have been debarred or
Directors, and Key Managerial Personnel (‘KMP’): disqualified from being appointed or continuing as directors of the
The Board, subject to members’ approval at the ensuing AGM, has Company by SEBI/Ministry of Corporate Affairs or any other statutory
appointed: authority, which are annexed to this Board’s report as Annexure V
and Annexure VI and forms part of this Board’s report.
(a) Ms. Rajashri Santosh Kumar Ojha (DIN: 07058128) as an
Additional (Independent) Director with effect from April 1, The Secretarial Compliance Report for FY 2019-20 is being filed with
2020. the BSE Limited within the stipulated time period in terms of the
said circular.
(b) Ms. Anupama Datla Desai (DIN: 00217027), as an Additional
Director, and as an Executive Director of the Company for a COST AUDITORS
period of three years effective from September 27, 2019;
On the recommendation of the Audit Committee, the Board of
(c) Mr. Satish Varma (DIN: 00003255), as an Executive Director of the Directors appointed D. C. Dave & Co., Cost Accountants (Firm
Company for a period of three years effective from September Registration No. 000611), as the Cost Auditor of the Company for
27, 2019; the financial year ending March 31, 2021 to conduct the cost audit
(including cost auditing standards) in respect of applicable products
During the year under review, the Board appointed Mr. Prashant
Nagre as Chief Executive Officer (KMP) of the Company with effect manufactured by the Company.
from September 27, 2019. Pursuant to the provisions of sub-section 3 of Section 148 of the Act
read with Companies (Audit and Auditors) Rules, 2014 (as amended
Apart from above, no Director or KMP has resigned or was appointed
during the year under review. from time to time), ratification of Members is sought for payment
of remuneration to the Cost Auditor, as mentioned the relevant
ANNUAL PERFORMANCE EVALUATION OF THE resolution of the Notice of 68th AGM of the Company.
BOARD, ITS COMMITTEES AND INDIVIDUAL The Cost Audit report for the FY 2018-19 was filed with Ministry of
DIRECTORS Corporate Affairs (MCA) within the due date.

Details of the annual performance evaluation have been provided
in the Corporate Governance Report attached as Annexure III to this DIRECTORS’ RESPONSIBILITY STATEMENT
Board’s report. Pursuant to provisions of sub-section 5 of Section 134 of the Act,

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