DIRECTORS' REPORT

1.Your Directors are pleased to present their report on the business and operations of your Company for the financial year ended March 31, 2015.

2. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 5,000 Lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 4,774.70 Lacs is proposed to be retained in the statement of profit and loss.

3. DIVIDEND

Your Board of Directors are pleased to recommend a final dividend of Rs. 2.25/- (225%) per equity share of Re.1 each, for the financial year ended March 31, 2015. The same, if declared at this annual general meeting, will be paid to those shareholders whose names stand registered in the register of members as on September 30, 2015. This dividend is tax free in the hands of the shareholders.

The dividend amounting to Rs. 4,001.24 Lacs and dividend tax amounting to Rs. 814.56 Lacs, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

4. MERGER

The Board of Directors at its meeting held on September 06, 2014 has approved the Scheme of Amalgamation ("the Scheme") of Anand Synthochem Limited (a wholly owned subsidiary), Soven Trading and Investment Company Private Limited, Sudipta Trading and Investment Company Private Limited and Transgene Trading and Investment Company Private Limited with the Company. As per the Scheme, the appointed date is September 01, 2014.

The Scheme has been approved by Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Reserve Bank of India. The Shareholders at the Court Convened Meeting held on June 13, 2015 have also approved the Scheme.

The Hon'ble High Court of Judicature at Bombay, vide its order dated July 10, 2015, has fixed the final date of hearing of the Petition. The Company and its Advocates for the Petition have served letters on Unsecured Creditors, Registrar of Companies and other Statutory Authorities informing them, about the date of hearing of the said Petition. Your Company is awaiting the approvals from these Statutory and Regulatory Authorities.

Your Company will keep the shareholders posted on the developments on the Merger through the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited, wherein the shares of the Company are listed.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(a) Industry structure and developments

On the Global front, the widespread of chronic diseases fueled by rapid urbanization, increasingly sedentary lifestyles, changing diets, and rising obesity, is creating a huge need for innovative treatments across the value chain. Even in emerging markets, cancer and heart disease are becoming the main causes of death.

While research in diseases such as diabetes and cancer are delivering some promising results, new treatments can be extremely expensive in both mature and emerging markets. Further, cost pressures and technological advancements are driving a Global Shift, pressurising the organisations into reviewing their core business strategies.

Efforts made by Governments and other Health care providers to reduce costs, improve outcomes, and demonstrate values are dramatically altering the health care demand and delivery landscape. It is becoming increasingly evident that the global life sciences sector is operating in an era of significant transformation.

(b) Outlook, Risks and Concerns

The Indian Pharmaceutical Market grew by 12.9% to touch the market size of Rs. 86,410 crores, during the year ended March 2015. Around 2,603 products were introduced during the year (Source: AIOCD Pharmasofttech AWACS Private Limited- Moving Annual Total Turnover- March 2015).

New healthcare reforms and regulatory initiatives are being introduced in the industry while pressures are also emerging from the shift to value-based product pricing. Increasing vulnerability to price competitiveness and the threat of continued high raw material prices are broadening the market in which pharmaceutical organisations are both locating and operating in.

However, price control on medicines introduced by the Government continues to be the one of the key challenges faced by the Industry as a whole.

(c) Financial performance and Operations review

During the year under review, your Company registered a standalone total income of Rs. 92,200.11 Lacs as against Rs. 87,518.21 Lacs in the previous year, thereby registering a growth of 5.35%. Your Company has been able to maintain a constant profitable growth despite the various stringent policies introduced by the Statutory and Regulatory Authorities.

The Earnings before interest and depreciation amounted to Rs. 24,109.82 Lacs for the year under review as against Rs. 24,454.87 Lacs in the previous year. The operations have resulted in a net profit after tax of Rs. 14,590.50 Lacs during the year under review as against Rs. 13,442.03 Lacs in the previous year.

Your Company's consolidated total income stood at Rs. 93,501.54 Lacs as against Rs. 88,520.90 Lacs in the previous year, thereby registering a growth of 5.63%.

The domestic formulations business recorded a growth of 6.92% at Rs. 78,226.22 Lacs as against Rs. 73,163.82 Lacs in the previous year.

Your Company also exports its Active Pharmaceutical Ingredients (APIs) across the globe. During the year under review, the Bulk Drugs (APIs) business recorded export sales of Rs. 5,007.42 Lacs as against Rs. 4,944.41 Lacs, thereby registering a growth of 1.27%.

(d) Segment-wise or product-wise performance.

i. Marketing

FDC as a corporate is ranked at 25th position, recording a growth of 8.1% and attaining a market share of 1.01% (Source: AIOCD Pharmasofttech AWACS Private Limited- Moving Annual Total Turnover- March 2015).

2014-15 was the year for FDC, wherein the new divisional structure was put into effect. The new structure was created not only to give a focused approach to few of our mega brands, but also to ensure that FDC's presence is felt across different therapy areas (build newer Therapy Areas (TA)) where it has a presence. By doing so, we have also ensured that we are aligned to the right TA's from a long term perspective.

FDC now operates through 7(Seven) marketing divisions including 2(Two) new specialty divisions namely Dilse and Pixel. The Dilse Division is a canopied basket of Cardiovascular and Anti-diabetic products of FDC. The Pixel Division is launched with a view to reaching 12,200 numbers of Top Ophthalmologists.

Overall, FDC product basket covers 14(Fourteen) therapeutic segments with a strong brand portfolio.

For the year 2014-15, FDC's brand 'ZOCON' was nominated by AIOCD Pharmasofttech AWACS Private Limited (AIOCD AWACS) under "DPCO" category which has withstood the effect by showing good unit growth in Acute Segment". Your Company has received this prestigious award by attaining the 1st (First) position in the said category.

Your Company's Balanced Energy drink namely "ENERZAL" became the drink provider for the Mumbai Marathon 2015. Your Company is aggressively promoting this product through various sports events held across major metros of India like recent partnership with U-MUMBA in PRO-KABADDI LEAGUE.

Also, our pioneer and most trusted Oral Rehydration Salts (ORS) product ''ELECTRAL'' powder has been shortlisted by AIOCD AWACS, under "Brand of the Year" category taking into consideration the incremental Value of the Brand, as per PharmaTrac Audit June MAT 2015. The results will be announced in the awards function to be hosted by AIOCD AWACS in October' 2015.

We have also ensured that FDC has a PAN INDIA presence & therefore we have created clear divisional structures for West Bengal, North East & Kerala which is operated through our franchisee arrangements.

The growing Hospital / Institutional Segment were also tapped into by creating the Institutional Vertical.

Enerzal has also been taken in Direct to Customer (DTC) division, keeping in mind the potential the brand has amongst the masses.

As pioneers in the ORS segment, we at FDC are making all out efforts to reduce mortality amongst children due to Diarrheal episodes in remote villages where literacy levels are poor. Through our strategic tie-up with ITC Agro, we are using their e-Choupal model for rural reach. Through this initiative, we are ensuring our brand of ORS - ELECTRAL reaches remote villages with a population of less than 5000 people.

We are running a pilot in 7(Seven) Hubs of U.P. where FDC promotes Electral through VHC's (Village Health Champions). We also participate regularly at various village haats and engage with the villagers to educate them regarding Do's & Dont's during a diarrheal episode as well as general hygiene.

ii. Research and Development - Formulations

Formulation Research plays a pivotal role in the growth of FDC. Focus is on the development of various dosage forms for the Domestic and Global markets.

FDC has a well equipped laboratory for the formulation development of various dosage forms. The facility also houses sophisticated equipments for the development and evaluation of complex technology based dosage forms. Emphasis is on developing and delivering quality dosage forms for better patient compliance, value creation and sustainable growth. Several niche products are being developed for India, CIS, ROW and highly regulated markets of US and Europe.

R&D Centers at Jogeshwari and Goa Unit III, duly recognized by the Department of Science & Technology, carry out formulation development activities.

iii. Research and Development - Synthetics

Your Company's 'Research & Development -Synthetics' centre is a state-of-the-art facility, with a well equipped Organic Chemistry and Analytical Chemistry Lab. A Regulatory Affairs Division has also been created, in order to help in the filing of DMFs and documents with the authorities. The Organic Chemistry Laboratory at FDC has an aggressive and ambitious API (Active Pharmaceutical Ingredient) development program. Through our API program, we have developed 17 (Seventeen) APIs for commercial scale; several APIs are in advanced stages of commercialization and a research and development program for new APIs is also underway.

This program is supported by:

• State-of-the-art Chemistry Labs, competence in chemistry to develop robust, safe and viable processes, keeping the economics in mind.

• FDA approved Manufacturing facilities for scaling up from Kilo to Multi-Kilo quantities.

• Excellent Regulatory Support of Patent Cell, Medical Sources.

• Capabilities in particle sizing and analysis.

• Process development work, as well as process and analytical validation of processes for APIs is carried out in R&D / AMD Labs. The focus is on developing commercially viable, non-hazardous processes for intermediates and APIs for the regulated global markets.

• Develop cost effective processes to manufacture Bulk Drugs for export markets and for local consumption.

R&D Centers at Jogeshwari and Roha (Dist. Raigad), duly recognized by the Department of Science & Technology, carry out research and development in reducing the cycle time of processes, thus making the processes more efficient and cost effective. In addition, constant evaluation of cheaper alternative raw materials meeting regulatory requirements for improving yield and cost effectiveness is also studied. Our R&D Center stays up-to-date with quality systems and cGMP processes. Some of these changes in processes have resulted in launching of new products, improvement in yield and cost efficiency.

iv. Research and Development - Nutraceuticals

During the year under review, your Company has launched "Enerzal" in Jar (Orange and Lime Flavour). Other Products are under development/ ready for launch.

v. Research and Development - Biotechnology

With regard to the license technology agreement signed by your Company for purification of recombinant Granulocyte Colony Stimulating Factor, we have successfully completed the Pre-clinical Trials and received permission from the Department of Biotechnology, to approach Drug Controller General of India (DCGI), for approval to conduct appropriate phase of Human Clinical Trials.

We are in the process to manufacture recombinant protein under cGMP facility for Human Clinical trials so as to complete the study.

vi. Exports

The annual export turnover for the year ended March 31st 2015 was Rs. 10,877.62 Lacs, as compared to the year ended March 31st 2014 which stood at Rs. 11,382.20 Lacs. FDC continues to supply innovative Active Pharmaceutical Ingredients (APIs) and finished formulations to its esteemed customers, worldwide.

Over the years, FDC has earned the reputation of being a dependable partner, providing high quality products, backed by adequate R&D & Regulatory support. Adding strength to this business are FDC's capabilities to customize APIs, formulations, packaging & timely delivery, facilitated by efficient logistics. Quality & Customer satisfaction have helped FDC to earn the patronage of valuable customers in US, Europe, Australia, UK, Japan, Middle East, South East Asia , Africa, Latin America & CIS countries.

FDC SA (PTY) Ltd, which is a joint venture company, has been approved by South Africa MCC as an applicant company and is a registered pharmaceutical company in South Africa. FDC SA (PTY) Ltd achieved sales of 169.11 Lac Rands, with a growth of 13.28% over last year.

FDC International Ltd., which is a wholly owned subsidiary of FDC in the United Kingdom, achieved sales of GBP 18.88 Lacs, with a growth of 10.17% over last year, whereas FDC Pharma, the Branch office of FDC Limited, in the United Kingdom, achieved sales of GBP 2.21 Lacs, with a growth of 63.95% over last year.

Although FDC continues to sell it's formulations to Ukraine & Moldova, due to the ongoing political & financial crisis in Ukraine, the Company has strategically stopped making direct shipments to Ukraine and made shipments of Rs. 540 Lacs to the customer's Indian office in INR currency.

On the API business front, FDC is in the process of filing CEP for 3(Three) new APIs and US-DMF for 1(One) new API. On the Formulations business front, in addition to the European markets, the Company has grown it's business in Australia in the financial year 2014-2015 and is focusing on the highly regulated USA market for future growth.

Your Company is in the process of filing additional Abbreviated New Drug Applications to support the existing product portfolio of ophthalmic products. Efforts are also under progress to increase operations in Latin America, CIS, African & Asian markets. Your Company continues to export its Anti-Diarrhoeal product range to reputed international institutions such as UNICEF and MSF & maintains the reputation of being one of their preferred suppliers.

vii. Internal Control Systems and its adequacy

Your Company's internal control systems are commensurate with the nature and size of its business operations. These systems provide for all policies, guidelines, authorisation and approval procedures.

Your Company has also maintained a proper and adequate system of internal controls, which ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported diligently.

The internal audit department carries out audits throughout the year and the audit reports are reviewed by the Audit Committee of the Board. The statutory auditors while conducting the audit also review and evaluate the internal control systems.

viii. Human Resources

Human Resources play a fundamental role in the growth and success of an organisation. Your Company has always maintained cordial and harmonious relations with employees across various locations.

Your Company recruits the best talented Professionals from the Industry. Further, various training programmes are also conducted on a continuous basis to improve the competency level of employees with an objective to improve the operational performance of individuals.

Your Company has 4,930 permanent employees as on March 31, 2015 out of which 3,609 employees are engaged in the marketing and distribution activities.

ix. Cautionary Statement

Certain statements in respect to Management Discussion and Analysis Report may be forward looking and are stated as required by the applicable laws and regulations. The future results of the Company may be affected by many factors, which could be different from what the Directors envisage in terms of future performance and outlook.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relates and the date of this report.

7. PROPERTIES

Your Company has purchased a land including factory building situated at C - 11 & C- 12, Dalia Industrial Estate, Veera Desai Road, Off Link Road, Andheri (West), Mumbai-400 058 for a total consideration of Rs. 115 Crores in the financial year 2015-2016.

The Board of Directors were in the process of negotiation for purchase of immoveable property presently occupied by the Company as a Lessee, from the Lessors i.e. Ghaswalas, admeasuring 8,664 sq. mtrs located at 142-48, Swami Vivekananda Road, Jogeshwari (West), Mumbai-400 102 for a total consideration of Rs. 261 Crores. The same was finalised and approved at the Board meeting held on August 05, 2015. Your Company has been occupying the said Property on lease since the year 1949 which will finally expire in December 2018. Your Company considered the outright purchase as one of the best options, considering the time and cost factor for shifting the entire operations presently undertaken at Jogeshwari. This transaction is in the best interest of the Company with respect to continuity of the entire business operations at the same place.

8. AUDIT REPORT

The Auditors Report read with the notes to accounts referred to therein are self explanatory and therefore, do not call for any further comments. There were no qualifications, reservations or adverse remarks made by the Auditors.

9. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, Audited Consolidated Financial Statements have been attached in the Annual Report.

10. SUBSIDIARIES AND ITS OPERATIONS

Your Company has 3(Three) wholly owned Subsidiaries namely Anand Synthochem Limited, India, FDC Inc., USA and FDC International Ltd, UK and a joint venture business namely Fair Deal Corporation Pharmaceutical SA (Pty) Ltd. at South Africa. The financials of the Subsidiaries and Joint Venture Company are disclosed in the Consolidated Financial Statements, which forms a part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries is annexed to this Report as Annexure A pursuant to provisions of Section 129 of the Companies Act, 2013 and Rules made thereunder in the prescribed Form No. AOC -1 and hence the same is not repeated here for the sake of brevity.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following has been placed on the website of the Company i.e. www.fdcindia.com

a) Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statement; and

b) Audited annual accounts of each of the subsidiary companies.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) they 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, 2015 and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments made by the Company are given in the Notes to the Financial Statements.

Your Company has not given any Loans or Guarantees or Investments in contravention of the provisions of Section 186 of the Companies Act, 2013.

13. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the Public and as such no amount of principal or interest on deposits from Public was outstanding as on the date of the balance sheet.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 and the Rules made thereunder are set out in Annexure B to this Report.

15. DIRECTORS

In accordance with provisions of the Companies Act, 2013, Mr. Ashok A. Chandavarkar, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

All Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge as required.

During the year, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, have appointed Mrs. Swati S. Mayekar as an Additional, Non Executive and Independent Director with effect from September 06, 2014 to hold office upto the ensuing Annual General Meeting. It is now proposed to appoint her as an Independent Director of the Company for a period of 5(Five) years upto September 06, 2019. Pursuant to provisions of Section 160 of the Companies Act, 2013, your Company has received a notice from a member proposing the candidature of Mrs. Mayekar to the office of Director of the Company.

During the year, Dr. Nagam H. Atthreya resigned as a Director of the Company with effect from September 06, 2014, due to his advanced age. The Board of Directors wishes to place on record its appreciation for the services rendered by Dr. Atthreya, as a Director.

The information required under Clause 49 of the Listing Agreement is provided in the Notice of the 75th Annual General Meeting.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Directors Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

17. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate report on corporate governance is given as a part of the annual report alongwith the auditors' statement on its compliance.

18. RISK MANAGEMENT

The Company has formulated a Policy on Risk Management and constituted a Risk Management Committee and the same is detailed in the Corporate Governance Report. The objectives and scope of the Committee comprises of overseeing the Risk Management Policy of the Company, reviewing the various risks and defining the framework for identifying, assessing and monitoring the risk.

19. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has adopted the Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this policy are provided in the Corporate Governance Report.

20. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

The information has been furnished in the Corporate Governance Report.

21. AUDIT COMMITTEE

Details of the Audit Committee alongwith its constitution and other details are provided in the Corporate Governance Report.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance and evaluation of the Board, its committees and the Independent Directors was carried out. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

23. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors is disclosed on the website of the Company i.e.www.fdcindia.com(weblink-http://www.fdcindia com/admin/images/Familiarisation_Programmes_for_ Independent_Directors.pdf).

24. WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy for reporting genuine concerns or grievances. The same is explained in detail in the Corporate Governance Report.

The said policy is also uploaded on the website of the Company i.e. www.fdcindia.com(weblink-http://www . fdcindia. com/admin/images/Whistle_ Blower_Policy.pdf)

No person has been denied access to the Audit Committee.

25. CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The said code has been posted on the website of the Company i.e. www.fdcindia.com(weblink-http:// www.fdcindia.com/admin/images/Code_of_Conduct_of_ FDC_Limited.pdf).

The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chairman & Managing Director / CEO is given in the Corporate Governance Report.

26. PREVENTION OF INSIDER TRADING

Your Company has also adopted a Code of Conduct for Prevention of Insider Trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this Code. During the year under report, there has been due compliance with the said Code.

The Board of Directors at its meeting held on May 27, 2015, has adopted a revised Code of Conduct for internal procedures and to regulate, monitor and report trading by insiders based on the SEBI (Prohibition of Insider Trading) Regulations 2015. The same has also been placed on the website of the Company i.e. www.fdcindia . com (weblink-http: // www. fdcindia.com /admin /images/ Code_of_Conduct_for_internal_procedures_and_to_ regulate,_monitor_and_report_trading_by_Insiders.pdf).

27. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into, during the year under review were on arm's length basis and in the ordinary course of business. Your Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material within the meaning of Clause 49 of the Listing Agreement.

The Board has also approved a policy on related party transactions and the same has been uploaded on the website of the Company i.e. www.fdcindia.com  (weblink-<http://> www. fdcindia.com/ admin/images /Related_ Party_ Transactions_Policy. pdf).

All the Related Party Transactions are placed before the Audit Committee as well as Board for approval. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed as Annexure C to this report.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy is available on the website of the Company i.e. www.fdcindia.com (weblink- <http://> www. fdcindia.com/ admin/ images / Sexual_Harassment_Policy.pdf).

An internal Sexual Harassment Committee has been set up to redress the complaints received regarding sexual harassment. During the year, the Company had received one complaint and the same has been disposed off.

29. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants were appointed as the statutory auditors of the Company to hold office upto the conclusion of the 75th Annual General Meeting and being eligible have offered themselves for re-appointment.

Your Company has also received a certificate pursuant to provisions of Sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014, from M/s. S R B C & Co. LLP, certifying their eligibility for re-appointment as statutory auditors of the Company.

30. COST AUDITORS

The Board of Directors at its meeting held on May 27, 2015, on the recommendation of the Audit Committee has re-appointed Shri. Prakash A. Sevekari, Cost Accountant, to conduct the Cost audit of the Cost records maintained by the Company for the financial year 2015-16 at a remuneration of Rs. 4.25 Lacs (Rupees Four Lacs Twenty Five Thousand Only) excluding taxes.

The said Cost Auditor has given his eligibility certificate for re-appointment as Cost Auditor. The remuneration payable to the said Cost Auditor needs to be ratified by the Shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the year ended March 31, 2014 was filed with the Ministry of Corporate Affairs on September 16, 2014.

31. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/s. Sanjay Dholakia and Associates, Company Secretaries in Practice to undertake the

Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure D to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

32. EXTRACT OF ANNUAL RETURN

Form No. MGT 9 providing an extract of the Annual Return in terms of provisions of Section 92 of the Companies Act, 2013 and the Rules made thereunder is annexed as Annexure E to this Report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been a socially responsible corporate citizen who is well aware and sensitive to the needs of the underprivileged people around it.

The present CSR activities focus mainly on undertaking socio-economic activities with priorities to improve water resources / structure in the villages surrounding our Plants and Flood Relief Operations. Your Company would also be undertaking other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

The CSR policy is available on the website of the Company i.e. www.fdcindia.com  (weblink- <http://> www. fdcindia.com/ <http://fdcindia.com/> admin/ images/ Corporate_Social_Responsibility_Policy. pdf).

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company's CSR activities is furnished as Annexure F to this report.

34. ENVIORNMENT, HEALTH AND SAFETY

Environment, Health and Safety are a part of the Management responsibilities and concerns.

Your Company has been providing various kinds of medical assistance to the families of its employees. Periodic health checkups are also carried out for all the employees. Employees are also educated on safety and precautionary measures to be undertaken on their job.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

36. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the continued support and co-operation extended to the Company by the medical fraternity, trade, Government agencies, financial institutions, investors, bankers, consumers and employees.

For and on behalf of the Board

MOHAN A. CHANDAVARKAR

Chairman and Managing Director

Place : Mumbai

Date : August 05, 2015