Page 73 - FBL AR 2019-20

CORPORATE STATUTORY FINANCIAL
OVERVIEW STATEMENTS STATEMENTS

with respect to Directors’ Responsibility Statement for the year to the Board of Directors and Senior Management, (k) Directors’ and
under review, it is hereby confirmed that: Officers’ (D & O) Liability Insurance.
(a) in the preparation of the annual accounts, the applicable PARTICULARS OF LOANS, GUARANTEES OR
accounting standards have been followed along with proper
explanation relating to material departures; INVESTMENTS
Details of any loans or guarantees provided or investments made
(b) the directors have selected such accounting policies and by the Company covered under the provisions of Section 186 of the
applied them consistently and made judgments and estimates Act during FY 2019-20 are as provided in the financial statements.
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the RELATED PARTY TRANSACTIONS
financial year and of the profit and loss of the Company for that
period; All related party transactions entered into during FY 2019-20 were
on an arm’s length basis and in the ordinary course of business.
(c) the directors have taken proper and sufficient care for the During FY 2019-20, the Company has not entered into any material
maintenance of adequate accounting records in accordance related party transaction. In view of this, disclosure in form AOC-2 is
with the provisions of this Act for safeguarding the assets of the not applicable. The brief details of the Company’s policy on dealing
Company and for preventing and detecting fraud and other with Related Party transactions (RPT Policy) are covered in Corporate
irregularities; Governance report. The RPT policy is available on Company’s
(d) the directors have prepared the annual accounts on a going website at https://fermentabiotech.com/policies.php
concern basis;
ENERGY CONSERVATION, TECHNOLOGY
(e) the directors have laid down internal financial controls to be ABSORPTION AND FOREIGN EXCHANGE EARNINGS
followed by the Company and that such internal financial AND OUTGO:
controls are adequate and were operating effectively; and
Information as per Section 134(3)(m) of the Act read with Companies
(f) the directors had devised proper systems to ensure compliance (Accounts) Rules, 2014 (as amended from time to time) forms part of
with the provisions of all applicable laws and that such systems this report and is given in Annexure VII to this report.
were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
EXTRACT OF ANNUAL RETURN FOR THE FINANCIAL Pursuant to Regulation 34 read with Schedule V of SEBI Listing
YEAR ENDED ON MARCH 31, 2020 Regulations, the Corporate Governance Report along with the
Extract of the annual return for FY 2019-20 in form MGT-9 forms part Corporate Governance Certificate issued by Mr V. N. Deodhar
of this Board’s Report as Annexure I and is available on the Company’s (Membership No. FCS-1880), Proprietor of V. N. Deodhar & Co.,
website at https://fermentabiotech.com/annual-returns.php. Practising Company Secretaries, for the financial year 2019-20 is
provided as Annexure III and forms part of this Report.
CODE FOR PREVENTION OF INSIDER TRADING
Details of number of Board meetings, composition of the Audit
Policies and codes adopted by the Company pursuant to SEBI Committee and establishment of Vigil Mechanism as required under
(Prohibition of Insider Trading) Regulations, 2015, as amended from the Act are provided in the Corporate Governance Report.
time to time, are displayed on the Company’s website at https://
fermentabiotech.com/policies.php CORPORATE SOCIAL RESPONSIBILITY (CSR)

NOMINATION AND REMUNERATION POLICY Based on CSR Committee’s recommendations, the Board approved
the Corporate Social Responsibility Policy (‘CSR Policy’) indicating
Pursuant to Section 178(4) of the Act, the Nomination and the CSR activities to be undertaken by the Company, monitoring
Remuneration Policy (‘Remuneration Policy’) of the Company, the implementation of the framework of the CSR Policy and
including changes therein, if any, is available on Company’s website recommending the amount to be spent on CSR activities.
at https://fermentabiotech.com/policies.php. The salient features
of the Nomination and Remuneration Policy, inter alia, are: (a) Annual report on CSR activities of the Company for FY 2019-
Objectives, (b) Matters to be recommended by the Committee 20 including composition of the CSR Committee is provided in
to the Board, (c) Criteria for appointment of Director / KMP / Annexure VIII to this Board’s report and forms part of this Board’s
Senior management, (d) Additional Criteria for Appointment report.
of Independent Directors, (e) Appointment and Remuneration
of Directors, (f) Policy on Board Diversity, (g) Appointment and BUSINESS RESPONSIBILITY REPORT
Remuneration of KMP / Senior management and other employees Business Responsibility Report, as required under Regulation 34
of the Company, (h) Criteria for Evaluation of Independent Director of Listing Regulations forms part of this Report and attached as
and the Board, (i) Removal, (j) Succession planning for appointment Annexure IX.

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