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Directors Report of Alchemist Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 26thAnnual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors' Report thereon for the financial year ended 31stMarch, 2015. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

(Rs. in lacs) Particulars Financial Year Financial Year 2014-15 2013-14

Revenue from Operations & Other Income 27,414 84,785

Operating Profit /(Loss) (1,018) 3,320

Finance Charges 196 242

Profit (Loss) before depreciation & Tax (1,214) 3,078

Depreciation 682 429

Profit/ (Loss)before Tax (1,896) 2,649

Taxation 100 983

Profit/ (Loss) for the year (1,996) 1,666

Proposed Dividend Nil 136*

Tax on Dividend Nil 23*

*The Company has reversed the dividend and the corporate dividend tax thereon as declared in the previous year as the same was not approved by the shareholders in the AGM dated 26th September, 2014.

The volatility and uncertainty in the economy continued during the year.Due to slow down in the markets across the world and decline in the export the net revenue of the Company was Rs. 27,414 lacs as compared to Rs. 84,785 lacs during the previous year. The Operating profit/(loss)i.e profit/ (loss) before interest, depreciations Tax during the year was Rs. (1,018) lacs as compared to Rs.3,320 lacs during the previous year. The net profit/ (loss) after tax was Rs.(1,996) lacs during the year as compared to Rs. 1,666 lacs during the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year.

DIVIDEND

Considering the continued weak operating environment in the standalone business and in view of the losses for the year, no dividend is permitted to be paid to the Members for Financial Year2014-15, as per the Companies (Declaration and Payment of Dividend) Rules, 2014.

SHARE CAPITAL

The paid up Equity Share Capital was Rs.1355.98 Lacs and paid up Preference Share capital was 35.70 Lacs as on 31st March, 2015.

DEPOSITORY SYSTEM

As the members are aware, the Company's equity shares are tradable in electronic form. As on 31st March, 2015, 12,769,161(94.17%) of the Company's total paid-up capital representing 13,559,800 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited (NSE).The Listing fee for the year 2015-16 has been paid to the Stock Exchanges. Annual custodian charges of Depository have also been paid to NSDL and CDSL for the same period.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company has transferred the unpaid or unclaimed dividends for the financial year 2006-2007 amounting to Rs.12,00,280/- (Twelve Lacs, Two Hundred & Eighty Only) to Investor Education & Protection Fund (IEPF). This amount was due & payable and remained unclaimed and unpaid for a period of seven years as per relevant provisions of Companies Act, 2013 and rules made thereunder.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company.

The amount of dividend for the subsequent years i.e from the financial year ended 31st March, 2008 and onwards, remaining unclaimed for a period of seven years from the date of transfer to Unpaid dividend account of the Company shall be transferred to the Investor Education and Protection Fund set up by the Government of India and no payments shall be made in respect of any such claims.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

As on 31stMarch, 2015, the company has four subsidiary companies namely Alchemist Foods Limited, Alchemist Infrastructures Private Limited, Alchemist Hospitality Group Limited and Alchemist Enterprise (S) Pte Ltd, Singapore.

The Foods division continues its efforts to add newer products and business models to meet the demands of customers and to increase its presence in India through more stores and sale outlets across the country.A detailed write up on the company's divisions is contained in the section on Management Discussion and Analysis elsewhere in this report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary companies.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PERFORMANCE REVIEW:

The company's main business segments are Agri Business comprising largely floriculture, Steel and Chemicals pharma division comprising the manufacturing and trading. The company's subsidiaries are in the business of foods and food processing.

PHARMA DIVISION:

Alchemist Pharma division is a strong vertical of Alchemist Group with around 200 SKU's and promoted through a very strong committed field force. Pharma division enjoys tremendous respect with the medical fraternity and covering a universe of around 40,000 Doctors and 20,000 retailers across the country. Alchemist's Molecules have been acknowledged with tremendous response at the market place.A detailed write up on the pharma divisions is contained in the section on Management Discussion and Analysis elsewhere in this report.

AGRI DIVISION

The company continued to mark its presence in business of Global Agri T rade.

STEEL DIVISION

Steel business segment is consistently making achievement and the production efforts are now supplemented by trading activity as well.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans/ guarantee given and investments made are given in the financial statements.

RELATED PARTY TRANSACTION

All the related party transactions are entered on arm's length basis and are in compliance with applicable provisions of the Act and Listing Agreement.

All related party transactions are presented to the Audit Committee and the Board. Approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee periodically, specifying the nature, value and terms and conditions of the transactions.

Related Party Transaction Policy as approved by the Board is uploaded on Company's Website i.e http://www.alchemist.co.in.The details of the transactions with the Related Party are provided in the accompanying financial statements. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is annexed as Annexure-I

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website i.e. http://www.alchemist.co.in.

The Annual Report on CSR activities is annexed herewith marked as Annexure II.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED/RETIRED DURING THEYEAR

In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company, Mr. Pavan Kumar Verma (DIN-00213365) will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment. The Board recommends his re-appointment as a Director of the Company.

The Board has appointed Ms. Maria Fernandes as an Independent Director of the Company effective from 24th March, 2015 to 23rd March, 2020, subject to the approval of the shareholders. Ms. Maria Fernandes, appointed as an Additional Director, will hold office till the ensuing AGM and is eligible for appointment. The Company has received requisite request in writing from a member of the Company proposing the candidature of Ms. Maria Fernandesfor the office of Independent Director. The Board recommends her re-appointment as an Independent Director of the Company.

The Board has appointed Mr. Vinay Kumar Mittal as Additional Director of the Company effective from 13th August,2015 who will hold office till the ensuing AGM and is eligible for appointment. The Company has received requisite request in writing from a member of the Company proposing the candidature of Mr. Vinay Kumar Mittal for the office of Director. The Board recommends his re-appointment as a Director of the Company.

During the year following Directors resigned from the Board -

- Mr. Karan Deep Singh with effect from 26th September, 2014.

- Ms.Kaajal Aijaz Ilmi with effect from 30th October, 2014

- Mr. Tarlochan Singh and Mr. R. P Chhabrawith effect from 15th April, 2015 and 5th June, 2015 respectively. .

- Major Gen. (Retd.) Anil Kumar Oberoi and Mr. Jaspreet Singh Jolly with effect from 18th April, 2015 and 20th May, 2015 respectively.

The Board places on record its appreciation of the immense contribution made by above Directors to the Company.

At the Board Meeting held on 28th May, 2015, Mr. Bikram Bhattacharya, Chief Financial Officer (CFO) was appointed and designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. All independent directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.alchemist.co.in.All the independent directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment /re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

MEETINGS

During the year7(Seven) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement. The details relating to the same are given in Report on Corporate Governance forming part of this Report.

The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and Senior Management, board diversity, composition and the criteria for determining qualifications, positive attributes and independence of a Director.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information (UPPSI) in relation to the Company and during the period when the T rading Window is closed. The Board is responsible for implementation of the Code.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY/ RISK MANAGEMENT

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a Vigil Mechanism Policy/ Whistle Blower policy.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk,Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROL SYSTEM

Details of internal control system and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

STATUTORY AUDITORS

M/s N. Kumar Chhabra& Co., Chartered Accountants, have been appointed as statutory auditors of the Company at the last Annual General Meeting held on September 26, 2014 for a period of three years subject to ratification by members at every subsequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

The Company has received a certificate from M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified to be re-appointed as Statutory Auditors.

EXPLANATION TO AUDITOR'S REMARKS

Your Directors noted for future guidance the observations of Statutory Auditors in the Auditors Report- Reply to Auditors qualifications / observations- - Regarding redemption of preference shares otherwise than out of the profits-The Company was in profit of Rs. 40.67 Lacs (cash profits Rs. 470.50 Lacs) till period ended 31st December, 2014 and thereafter there was a net loss of Rs. (1996.33) Lacs (cash loss of Rs 1313.98 lacs) for the period ended 31st March, 2015. The redemption process had largely been completed by December 2014 as part of contractual obligations on due dates. The amount is not material in the overall context and the company shall make up the reserves in the next financial year without fail.

- Regarding interest free unsecured loans- The Company has given these loans in accordance with agreements which inter-alia provides that these shall be interest free in lieu of options to convert them into shares at valuations which will compensate the company for the interest component. Hence no interest has been provided as due from these borrowers in these annual accounts in view of our contractual terms of lending.

- Regarding computation of the Depreciation-The Company had to make some assumptions about life of assets in view of the changes in the laws and has made a best judgment assessment keeping in view all the circumstances. Besides it has charged adequate depreciation of Rs. 682.34 Lacs for the financial year 2014-15 against Rs. 482.57 Lacs for the previous financial year 2013-14. There is no cause of concern that depreciation has been under provided in the books as compared to the requirements of law.

- Regarding loan to Alchemist Foods Limited, subsidiary of the Company-The documents in question have been misplaced by a former employee and efforts are being made to recreate these documents with retrospective effect and will be made available to the auditors at the earliest.

- Regarding amount of Rs. 1.79 lacs pertaining to labour cess outstanding as on 31st March, 2015, for a period of more than six months from the date it became payable- This small amount seems to be an oversight /inadvertent error in the system and the same has been paid as on date.

- Regarding default in repayment of loans and interest- All the outstanding amounts has been paid as on date. Rest of the observations of the Auditors are self-explanatory and do not need further comment from the management and they are noted for future guidance and compliance.

SECREATRIAL AUDITORS

The Board has appointed M/s Tannu Mehta, Company Secretary to conduct Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year ended 31stMarch, 2015 is annexed herewith marked as Annexure- III to this Report.

INTERNAL AUDITORS

The Company has a separate internal audit department constituting of professionals undertaking audit exercise.

COST AUDITORS

M/s. SDM & Associates, Cost Accountants, Chandigarh, is being appointed as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year the for financial year 2014-15.

The Board of Directors at its meeting held on 28th May, 2015, has approved the appointment of M/s. SDM & Associates, Cost Accountants as the Cost Auditors of the Company, for conducting audit of cost records for the financial year ending 31st March, 2016. A proposal for ratification of remuneration of the Cost Auditors for Financial Year 2015-16 is placed before the shareholders.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section-134 (3) (q) and Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure IV to the Directors' Report.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. The Company has taken pragmatic steps for strengthening organizational competency through involvement and development of employees as well as installing effective systems for improving the productivity, quality and accountability at functional levels.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. INSURANCE

Your Company has taken reasonable steps to prevent risks and the Board is kept apprised of the risk assessment and minimization procedure.The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

INFORMATION TECHNOLOGY

The Company continues to derive its business and service functions through deployment of a strong Information Technology network across its offices, verticals, outlets etc. to inculcate efficiency and discipline at all levels. In pursuit of this, the Company has further strengthened its Human Resource Information System (HRIS) viz. My Adrenalin, which is web portal dedicated to employees. The employee's information like personal data (personal information, qualification and remuneration details etc.), employee data (current & past employment and training details), self-task (attendance, leave and training request, IT declarations etc.) and MIS continue to be coordinated through this System. The Chairman of the Company interacts with the employees with regular thoughts and messages on this portal. Also Monthly Newsletter of the Company and other significant information are posted on the same. This initiative of the company is a move towards paperless regime, reduction in costs, saving of trees and thereby environment. A detailed write up on the IT Business is contained in the section on Management Discussion and Analysis.

RESEARCH AND DEVELOPMENT

The Company continues to give significant attention to Research & Development which has been providing significant support to the manufacturing capabilities of the Company and has helped the company in expanding its product basket significantly. This has also enabled the Company to become the most preferred source for its customers and also launch global associations.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in mGt 9 as a part of this Annual Report as ANNEXURE-V.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Reportand marked as Annexure-VI.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the listing agreements with the stock exchanges, a detailed report of Corporate Governance as well as Corporate Governance Compliance Certificate is included in the Annual Report and marked as Annexure-VII.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:- - in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- accounting policies have been selected 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 at the end of the financial year and of the profit and loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

- the annual accounts have been prepared on a going concern basis; and;

- Internal financial controls followed by the company and those internal financial controls are adequate and were operating effectively.

- proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states, where the company has its operations. We also take this opportunity to thank our bankers Punjab National Bank, UCOBank, Bank of India, State Bank of India, HDFC Bank Ltd and other banks for their continuous support to the company.

We also thank our esteemed customers & clients, vendors, and investors for their continued support during the year. We also take this opportunity to place on record appreciation of the contribution made by our employees at all levels. Our growth demonstratestheir commitment, handwork, support, and cooperation.

For and on behalf of the Board of Directors ALCHEMIST LIMITED

Date: 13th August, 2015 Pavan Kumar Verma

Place: New Delhi (Whole time Director)

DIN-00213365


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 25th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors ''Report thereon for the financial year ended 31st March, 2014. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS (Rs. In lacs)

Particulars 2013-2014 2012-2013

Sales & Other Income 84872 68120 Operating Profit (PBIDT) 3407 3068

Finance Charges 329 492

Profit before depreciations & Tax (PBDT) 3078 2577

Depreciation 429 332

Profit before Tax (PBT) 2649 2245

Taxation 983 624

Net Profit 1666 1621

Proposed Dividend 136 203

Tax on Dividend 23 34

The volatility and uncertainty in the economy continued and despite the adverse scenario your company demonstrated growth in its operations.

During the year, the net revenue of the Company was Rs.84872 lacs as compared to Rs. 68120 lacs during the previous year, thus registering a growth of 24.59%. The profit before interest and depreciation during the year was Rs.3407 lacs as compared to Rs.3068 lacs during the previous year, thus registering a growth of 11.05%. The Company made a net profit after tax of Rs. 1666 lacs during the year as compared to Rs. 1621 lacs during the previous year, thus registering a marginal growth of 2.78%.

DIVIDEND

We are pleased to recommend a final Dividend of 10 % (i.e. Rs. 1.00 /- per equity share) for the Financial Year 2013-14. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 24th September, 2014.

FIXED DEPOSITS

During the year under review, the company has not accepted any fresh deposits and all the earlier deposit have been repaid with interest as on 31st March, 2014.

PERFORMANCE REVIEW:

The company''s main business segments are Agri Business comprising largely floriculture and steel and chemicals pharma division comprising both manufacturing and trading. The company''s subsidiaries are in the business of foods and food processing and international trading.

PHARMA DIVISION:

Alchemist has entered into international collaborations with HAUS BIOCEUTICALS INC., USA. By this collaboration ALCHEMIST has ventured into marketing of HI-TECH DERMA-CARE products, besides providing succour to patients suffering from BED SORES and DIABETIC FOOT ULCER.

ALCHEMIST is very popular with the institutions where products are registered with premier institutes of the country e.g. Army like AFMSD, DGAFMS, RMSC, DIRECTOR FAMILY WELFARE Punjab, to name a few. Alchemist Pharma is applying to all govt, related tenders in places like BIHAR, JHARKHAND and other areas of India.

Two Management Development Programmes (MDP) have been conducted in the month of July and December 2013. The objective was to understand managers'' strengths and weaknesses and to find ways in order to strengthen their effectiveness which could open up avenues to multiply opportunities for organizational growth by strengthening their competence by sharpening their knowledge and skills. MDP was an initiative to open new horizons for making ALCHEMIST PHARMA IN FIRST 20 COMPANIES.

Alchemist Pharma has been registered and will be catering to INDIAN ARMY and working to see our Star Brands grow.

AGRI AND STEEL DIVISION:

Your company already marked its presence in business of Global Agri Trade. These business segments are consistently making achievement in their respective fields. The production efforts are now supplemented by trading activity as well

SUBSIDIARY COMPANIES:

The Singapore subsidiary is continuing to retain its niche in international trading. The Foods division continues its efforts to add newer products and business models to meet the demands of customers and to increase its presence in India through more stores and sale outlets across the country.

A detailed write up on the company''s divisions is contained in the section on Management Discussion and Analysis elsewhere in this report

DIRECTORS

Mr. R.P Chhabra, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as Director at the ensuing Annual General Meeting. He has been on the board of the company since September 1, 1999 and continue with his commitment toward the Company. Your Board place on record the appreciation of his services and also recommends his re- appointment as Director.

In accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. R.P. Chhabra giving detail of his expertise areas, directorship and membership of various committees are given in the Report on Corporate Governance that forms part of this Annual Report.

Mr. Karan Deep Singh, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as Director at the ensuing Annual General Meeting. He has been on the board of the company from 30th August, 2012. Your Board also recommends his re- appointment as Director.

in accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. Karan Deep Singh giving detail of his expertise areas and directorship given in the Report on Corporate Governance that forms part of this Annual Report.

Mr. Pavan Kumar Verma was appointed as an Additional Director of the Company pursuant to the provisions of section 260 of the Companies Act, 1956 (corresponding section 161 of the Companies Act, 2013) effective from 28.10.2013 and he hold office up to the date of this Annual General Meeting pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Article of Association, and in respect of whom the company has received a notice in writing from a member alongwith requisite deposit, proposing his candidature for the appointment of Director as per the provisions of Section 160 of the Companies Act, 2013, Board recommends his appointment at the ensuing Annual General Meeting.

Further, pursuant to provisions of Section 196,197 and 203 read with, Schedule V and all other applicable provisions, of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactments thereof, for the time being in force), Mr. Pavan Kumar Verma (DIN : 00213365), has been appointed as the Whole Time Director of the Company for a period of 5 years w.e.f. 28th October, 2013 on the terms and conditions including remuneration subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 29th May, 2014 recommended appointment of Mr. Asoke Kumar Chatterjee and Mr. Tariochan Singh as Independent Director of the Company, not liable to retire by rotation for a period of five years from the date of its 25th Annual General Meeting subject to approval of the members of the Company. These Directors have given the Declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The Board recommends their appointment as Independent Director.

Mr. Jaspreet Singh Jolly and Ms. Kajal Aijaz llmi has been appointed as an Additional Directors of the Company pursuant to the provisions of Section 161 (1) of the Companies Act 2013 effective from 13.08.2014 and she holds office of the Director up to the date of this Annual General Meeting. The Company has received notices from members under Section 160 of the Companies Act, 2013, expressing their intention of proposing their appointment as Directors of the Company along with the requisite deposit

CORPORATE SOCIAL RESPONSIBILITY

During the year the Company has constituted the Corporate Social Responsibility Committee as per the requirement of Section 135 of the Companies Act, 2013 comprising of three Directors namely Mr. Tarlochan Singh-Chairman, Maj. Gen. (Retd.) Anil Kumar Oberoi-Member and Mr. R. P. Chhabra-Member.

The said committee shall be entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:-

(i) that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(ii) that the Directors had 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 31st March, 2014 and of the profit or loss of the Company for the year ended on that date.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors retires at conclusion of 25th Annual General Meeting and being eligible have offered themselves for re-appointment to hold office from the conclusion of this Annual General Meeting until the conclusion of the 28th Annual General Meeting to be held in the Calendar year 2017, subject to ratification of their appointment at the subsequent AGMs.

The Company has received a certificate from M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified to be re-appointed as Statutory Auditors.

The Audit Committee of the Board of Directors and the Board recommends their re-appointment by members.

The Statutory Auditors of the Company have submitted Auditor''s Report on the Financial Statements of the Company for the financial year ended 31st March, 2014, which is self-explanatory and needs no comments.

LISTING OF EQUITY SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are actively traded. The Listing Fees for the year 2013-14 has already been paid.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2014, the company has four subsidiary companies namely Alchemist Foods Limited, Alchemist Infrastructures Private Limited, Alchemist Hospitality Group Limited and Alchemist Enterprise (S) Pte Ltd, Singapore.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary Companies is attached to the Directors'' Report. Further as per accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investment in associates, the consolidated financial statements based on the financial statements received from subsidiary companies as approved by their Board of Directors are attached and forms part of the Annual Financial Statements.

In accordance with General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Financial Statements of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

INFORMATION TECHNOLOGY

The Company continues to derive its business and service functions through deployment of a strong Information Technology network across its offices, verticals, outlets etc. to inculcate efficiency and discipline at all levels. In pursuit of this, the Company has further strengthened its Human Resource Information System (HRIS) viz. My Adrenalin, which is web portal dedicated to employees. The employee''s information like personal data (personal information, qualification and remuneration details etc.), employee data (current & past employment and training details), self task (attendance, leave and training request, IT declarations etc.) and MIS continue to be coordinated through this System. The Chairman of the Company interacts with the employees with regular thoughts and messages on this portal. Also Monthly Newsletter of the Company and other significant information are posted on the same. This initiative of the company is a move towards paperless regime, reduction in costs, saving of trees and thereby environment.

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

Astatement containing necessary information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchanges.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussions & Analysis of financial condition and results of operation of the Company for the year under review are given as a separate statement in this Annual Report.

INSURANCE

Your Company has taken reasonable steps to prevent risks and the Board is kept apprised of the risk assessment and minimization procedure.

The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

RESEARCH AND DEVELOPMENT

The Company continues to give significant attention to Research & Development which has been providing significant support to the manufacturing capabilities of the Company and has helped the company in expanding its product basket significantly. This has also enabled Company to become the most preferred source for its customers and also launch global associations.

INDUSTRIAL RELATIONS

The industrial relations continued to be healthy, cordial and harmonious at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

PARTICULARS OF EMPLOYEES

During the year none of the employee(s) received remuneration of Rs. 5.00 lacs or more per month or Rs. 60.00 lacs or more per annum as such disclosure under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules , 2002 as amended to date and forming part of the Directors'' Report for the year ended 31st March, 2014, is Nil.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states, where the company has its operations. We also take this opportunity to thank our bankers Punjab National Bank, UCO Bank, Bank of India, State Bank of India, HDFC Bank Ltd and other banks for their continuous support to the company.

We also thank our esteemed customers & clients, vendors, and investors for their continued support during the year. We also take this opportunity to place on record appreciation of the contribution made by our employees at all levels. Our growth demonstrate their commitment, handwork, support, and cooperation.

By Order of the Board For ALCHEMIST LIMITED

Sd /- Date: August 13,2014 Maj Gen (Retd) Anil Oberoi Place: New Delhi (Vice Chairman & Executive Director)


Mar 31, 2013

Dear Shareholders,

The are pleased to present the 24th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors''Report thereon for the financial year ended 31st March, 2013. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS (Rs. In lacs)

Particulars 2012-2013 2011-2012

Sales & Other Income 68120 53174

Operating Profit (PBIDT) 3068 2312

Finance Charges 492 164

Profit before depreciation & Tax (PBDT) 2577 2148

Depreciation 332 294

Profit before Tax (PBT) 2245 1854

Taxation 624 242

Net Profit 1621 1612

Proposed Dividend 203 257

Tax on Dividend 34

The Indian economy did not perform well in the financial year 2012-13. Food prices have been high and generally inflation and interest rates have also been high. The rupee has also been under pressure for a variety of reasons. The momentum of the economy has slowed down considerably. Against this adverse backdrop, your company still held its ground and made marginal improvements in the overall performance.

During the year, the net revenue of the Company was Rs. 68120 lacs as compared to Rs. 53174 lacs during the previous year, thus registering a growth of 28.11%. The profit before interest and depreciation during the year was Rs. 3068 lacs as compared to Rs. 2312 lacs during the previous year, thus registering a growth of 32.70.%. The Company made a net profit after tax of Rs. 1621 lacs during the year as compared to Rs. 1612 lacs during the previous year, thus registering a marginal growth of 0.55%.

DIVIDEND

We are pleased to recommend a final Dividend of 15 % (i.e. Rs. 1.50 /- per equity share) for the Financial Year 2012-13. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on September 27, 2013.

FIXED DEPOSITS

During the year under review, the company has not accepted any fresh deposits. As on 31st March, 2013, your Company had fixed deposits of Rs. 61,11,000/-. There were no overdue deposits as on 31st March, 2013 except these deposits which were not claimed by the depositors on maturity.

PERFORMANCE REVIEW :

The company''s main business segments are Agri Business comprising largely floriculture and steel and chemicals and pharma division comprising both manufacturing and trading. The company''s subsidiaries are in the business of foods and food processing and international trading.

Pharma Division :

We now have a Pan India presence and are actively looking for international tie ups to spread our presence to other countries particularly in South East Asia and Africa. We also confirm to ISO 9001-2008 Certification at our GMP certified works located in Distt. Solan, Himachal Pradesh. We are pleased to share with you that one of our major brands IGTG-FORTE is growing at 1000% as per the data published by market research agencies. This wonderful product from Alchemist Pharma is now regarded as a "Wonder-Pill" and it is now being used by doctors as support therapy to treat a wide range of diseases and hopefully should add significantly to the top line in the times to come. Other brands are also showing increasing acceptance. The trading activities have shown marginal growth.

Agri and Steel Division:

Your company has taken first step in the business of Global Agri Trade during the year with reasonable success. The other business segments have not seen any major movement. Outlook for roses and steel both appear to be stable in the present social and economic environment.

Subsidiary companies :

The foreign subsidiary in Singapore has continued its operations of international trading on a large scale in the current year also. The Foods division continues its efforts to add newer products to meet the demands of customers and to increase its presence in India through more stores and sale outlets across the country.

A more detailed write up on the company''s divisions is contained in the section on Management Discussion and Analysis elsewhere in this report

DIRECTORS

Mr. R.P. Chhabra, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, has expressed his willingness to be re-appointed as Director at the ensuing Annual General Meeting. He has been on the board of the company since September 1, 1999 and has made significant contribution in the growth and progress of the company to its present level. Your Board also recommends his re-appointment as Director.

In accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. R.P. Chhabra giving detail of his expertise areas, directorship and membership of various committees are given by way of notes to the notice of Annual General Meeting.

During the FY 2012-13, Dr. Kanwar Deep Singh relinquished the charge of Chairman & Managing Director of the company. Dr. Kanwar Deep Singh expressed that due to his desire to contribute actively to the service of the nation and the society, he needed more time and as such expressed his desire to exit from the present position of the Chairman and Managing Director of the Company. On the occasion, while Dr. Kanwar Deep Singh, the Chairman and Managing Director, was bidding adieu to Alchemist Group, one of the upcoming and most diversified group, Mr. R.P. Chhabra, the Director offered to place on record the appreciation for the outgoing Dr. Kanwar Deep Singh and also requested him to continue to be the Chairman Emeritus for the group. He said "Alchemist is a company which has been built by its founders, led by the visionary leader Dr. Kanwar Deep singh, who as its Chairman & Managing Director and a Mentor, provided Alchemist its thought leadership over the years, thus transforming the group into an innovation-led Group, with a core of outstanding professionals that has always set the highest standards and has built a unique culture. I feel greatly honoured to request worthy. Dr. Kanwar Deep Singh to continue to be the Chairman Emeritus of Alchemist Limited and continue guiding the Board of Directors."

Speaking on the occasion, he further stated that "the group was launched in 1981 by . Dr. Kanwar Deep Singh and transformed it in to a Rs. 10,000 crore group, one of India''s fastest growing conglomerates. Dr. Kanwar Deep Singh gave a vision to the group to emerge as one of the Top 20 Indian diversified conglomerates by 2020 in all of India''s 5 major "Sunrise Industries". The journey started by Dr. Kanwar Deep Singh is continuing unabated and at a consistent pace. Mr. Karan Deep Singh, son of. Dr. Kanwar Deep Singh is ready and geared to continue the journey to fulfil the vision as conceived by Dr. Kanwar Deep Singh."

Speaking on the occasion Dr. Kanwar Deep Singh graciously acceded to the request of the Board and said that he would continue to be the Chairman Emeritus of the company which means he shall not have executive powers in the company. He will not be attending board meetings but shall guide board members personally whenever necessary. He will also retain an office in the Alchemist premises.

Subsequent to the exit of Dr. Kanwar Deep Singh, his son . Mr. Karan Deep Singh has been inducted as a Non- Executive Director and also elected as the Chairman of the Company to spearhead the group on the footsteps of his visionary father.

Maj. Gen (Retd.) Anil Oberoi was appointed as a Executive Director of the company (a whole time Director) in accordance with the provisions of Section 269 read with section 198/ 309 of the Companies Act, 1956 and Rules made there under. He has also been nominated as Vice Chairman of the Company by the Board of Directors in their meeting held on 14.08.2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:-(i) that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(ii) that the Directors had 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 31st March, 2013 and of the profit or loss of the Company for the year ended on that date.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors retires at conclusion of 24th Annual General Meeting and being eligible have offered themselves for re-appointment to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

The Company has received a certificate from M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified to be re-appointed as Statutory Auditors.

The Audit Committee of the Board of Directors and the Board recommends their re-appointment by members.

The Statutory Auditors of the Company have submitted Auditor''s Report on the Financial Statements of the Company for the financial year ended 31st March, 2013, which is self-explanatory and needs no comments.

LISTING OF EQUITY SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are actively traded. The Listing Fees for the year 2012-13 has already been paid.

CAPITAL STRUCTURE

During the year under review, the company allotted 6,75,000 fully paid equity shares of Rs.10/- each at a premium of Rs. 205/- by way of conversion of preferential warrants. These shares have been admitted to listing by both NSE and BSE.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2013, the company has four subsidiary companies namely Alchemist Foods Limited, Alchemist Infrastructures Private Limited, Alchemist Hospitality Group Limited and Alchemist Enterprise (S) Pte Ltd, Singapore.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary Companies is attached to the Directors'' Report. Further as per accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investment in associates, the consolidated financial statements based on the financial statements received from subsidiary companies as approved by their Board of Directors are attached and forms part of the Annual Financial Statements.

In accordance with General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Financial Statements of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

INFORMATION TECHNOLOGY

Continuing its spree of strengthening the IT department, the company has made further investments in developing and implementing strategic software aimed at improving the overall efficiency of all the systems and employees in the company to meet the ultimate objective of cost reduction, leveraging quality information to enhance decisions effectiveness and to achieve enhanced efficiencies in supply chain management. In pursuit of this, the Company has completely switched over to Human Resource Information System (HRIS) viz. My Adrenalin, which is web portal dedicated to employees. It has employee''s information like personal data (personal information, qualification and remuneration details etc.), employee data (current & past employment and training details), self task (attendance, leave and training request, IT declarations etc.) and MIS. The Chairman of the Company interacts with the employees with regular thoughts and messages on this portal. Also Monthly Newsletter of the Company and other significant information are posted on the same. This initiative of the company is a move towards paperless regime, reduction in costs, saving of tress and thereby environment.

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

A statement containing necessary information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchanges.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussions & Analysis of financial condition and results of operation of the Company for the year under review are given as a separate statement in this Annual Report.

INSURANCE

Your Company has taken reasonable steps to prevent risks and the Board is kept apprised of the risk assessment and minimization procedure.

The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

RESEARCH AND DEVELOPMENT

Ever since the Company came into being, it has always given significant attention to Research & Development which has been providing significant support to the manufacturing capabilities of the Company and has helped the company in expanding its product basket significantly. This has also enabled Company to become the most preferred source for its customers and has helped in strengthening business relationship with them.

INDUSTRIAL RELATIONS

The industrial relations continued to be healthy, cordial and harmonious at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

PARTICULARS OF EMPLOYEES

A statement giving necessary Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules , 2002 as amended to date and forming part of the Directors'' Report for the year ended 31st March, 2013, is given as an Annexure to this Report.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states, where we have operations. We also thank our bankers Punjab National Bank, UCO Bank, Bank of India, State Bank of India, HDFC Bank Ltd and other banks for their continuous support to the company.

We thank our esteemed customers & clients, vendors, investors for their continued support during the year. We also take this opportunity to place on record appreciation of the contribution made by our employees at all levels. Our growth portrays their handwork, support, cooperation and unswerving commitment.

By Order of the Board

For ALCHEMIST LIMITED

Sd/-

Date: August 14, 2013 Maj Gen (Retd) Anil Oberoi

Place: New Delhi (Vice Chairman & Executive Director)


Mar 31, 2012

The are pleased to present the 23rd Annual Report on the business and operations of the Company along with the Annual Accounts and the Auditors' Report thereon for the financial year ended 31st March, 2012. The financial highlights for the year under review are given below:

Financial Highlights (Rs. In Lacs)

2011-2012 2010-2011

Sales & Other Income 53174 41179

Operating Profit (PBIDT) 2312 1658

Finance Charges 164 247

Profit before depreciation & Tax (PBDT) 2148 1485

Depreciation 294 294

Profit before Tax (PBT) 1854 1191

Taxation 242 309

Net Profit 1612 809

Proposed Dividend 257 245

Tax on Dividend*

During the year, the net revenue of the Company was Rs. 53174 lacs as compared to Rs. 41179 lacs during the previous year, thus registering a growth of 29 %. The profit before interest and depreciation during the year was Rs 2312 lacs as compared to Rs. 1658 lacs during the previous year, thus registering a growth of 39 %. The Company made a net profit after tax of Rs. 1612 lacs during the year as compared to Rs. 809 lacs during the previous year, thus registering a growth of 99%.

DIVIDEND

We are pleased to recommend a final Dividend of 20% (i.e. Rs. 2 per share) for the Financial Year 2011-12. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 27th September, 2012 within the period as prescribed under the Companies Act, 1956.

The dividend would be tax-free in the hands of the shareholdres.

FIXED DEPOSITS

During the year under review, the company has not accepted any fresh deposits. As on 31st March, 2012, your Company had fixed deposits of Rs. 1137.52 There were no overdue deposits as on 31st March, 2012 except deposits which were not claimed by the depositors on maturity, if any.

EXPANSION / GROWTH PLANS AND OUTLOOK

During the year under review, Alchemist Limited and its Group Companies continued its expansion and growth spree to achieve new heights in Pharmaceutical segment, Steel Segment, International business division, floriculture and other areas of interest. The Company also continued to strengthen its global positioning in line with the vision of the Company.

At Alchemist Ltd, year was dedicated to prepare Pharma Division for a sizeable growth in years to come, but the annual sales vis-a-vis 2011 -12 was maintained. At field level lot of rectifications were made by eradicating

"The company has announced a dividend of 20 percent for the current financial year. However, the COT liability of Rs. 41.80 Lacs accruing on the same, has not been provided, in light of the CDT of Rs. 47.95 Lacs provided by the subsidiary Alchemist Foods Limited. This netting benefit has been claimed on the basis of the provisions contained under section 115-0 of the Income Tax Act, 1961.

The obstructions in future growth. At factory level a new section of high generation antibiotics was installed with a sizeable capacity of oral solids & dry syrups. Production line was renovated to meet with the increasing market demands. From drug authorities approval for new products both in ethical & generic segments were taken.

During the year, Alchemist Foods Limited, expanding the business of its subsidiary, has opened retail outlets focusing on different markets in the North and has a total portfolio of over 55 outlets. Alchemist also focused extensively on other trade channels of sale such as Institutional market, Modern Trade etc., so as to have presence primarily in the markets where own retail outlets are not present.

The dream to make pan India presence of Alchemist Ltd has been realized in April 2011 only. By the end of the current calendar year many Alchemist products have become visible in every State of country. The company has drawn an aggressive plan to increase the volume of prescription oriented brands both from existing range and few innovative new products. On the other front, we have made a very strong distribution net work to market our Generic products all over the country. In generic range many new products & dosage forms are being added periodically every month and soon, the company shall have a strong presence at market place. We have an intense desire to build few brands at Alchemist in this year to be recognized at national level.

DIRECTORS

Mr. Asoke Kumar Chatterjee, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible expressed his willingness to be reappointed as Director at the Annual General Meeting. Your Board also recommends his reappointment to the Annual General Meeting.

Mr. Tarlochan Singh, was appointed as an Additional Director on the Board of the Company and he hold office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from member under section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company along with the requisite deposit.

Mr. Karan Deep Singh, was appointed as an Additional Director on the Board of the Company and he hold office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from member under section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company along with the requisite deposit.

Lt. Gen. (Retd.) Anil Oberoi, was appointed as an Additional Director on the Board of the Company and he hold office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from member under section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company along with the requisite deposit. He is also proposed to be appointed as an executive director of the company.

In accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. Asoke Kumar Chatterjee, Mr. Tarlochan Singh, Mr. Karan Deep Singh and Lt. Gen. (Retd.) Anil Oberoi giving detail of their expertise areas, are given by way of notes to the notice of Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:-

(i) that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(ii) that the Directors had 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 31 st March, 2012 and of the profit or loss of the Company for the year ended on that date.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts for the year ended 31st March, 2012 on agoing concern basis.

AUDITORS AND AUDITORS REPORT

M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors retires at the conclusion of 23rd Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the next Annual General Meeting.

The Company has received a certificate from M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(B) of the Companies Act, 1956 and they are not disqualified to be reappointed as Statutory Auditors.

The Audit Committee of the Board of Directors and the Board recommends their reappointment by members.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31 st March, 2012, which is self-explanatory and needs no comments.

LISTING OF EQUITY SHARES

The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Ltd. (BSE) and are actively traded. The Listing Fees for the year 2012-13 has already been paid.

CAPITAL STRUCTURE

During the year under review, the company allotted 640,000 Equity shares by way of preferential allotment.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT

As on 31st March, 2012, the company has three subsidiary companies namely Alchemist Foods Limited, Alchemist Infrastructures Private Limited and Alchemist Enterprise (S) Pte Ltd, Singapore.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary Companies is attached to the Directors Report. Further as per accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investment in associates, the consolidated financial statements based on the financial statements received from subsidiary companies as approved by their Board of Directors are attached and forms part of the Annual Accounts.

In accordance with General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India, read with resoulation passed in the meeting of board of directors held on 30.08.2012, the Balance Sheet, Profit and Loss Accounts and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

INFORMATION TECHNOLOGY

The Company is continuously strengthening its IT department by making investments in IT in strategic areas and simplifying processes with the objective to reduce costs, leveraging quality information to enhance decisions effectiveness and to achieve enhanced efficiencies in supply chain management.

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

A statement containing necessary information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management discussion & Analysis of financial condition and results of operation of the Company for the year under review are given as a separate statement in this Annual Report.

INSURANCE

Your Company has taken reasonable steps to prevent risks and the Board is kept apprised of the risk assessment and minimization procedure.

The assets of the Company have been adequately covered under insurance. The policy values have been enhanced taking into consideration the expanded and upgraded facilities of the Company.

RESEARCH AND DEVELOPMENT

Ever since the Company came into being, it has always given significant attention to Research & Development which has been providing significant support to the manufacturing capabilities of the Company and have helped in expanding its product basket significantly. This has also enabled Company to become the most preferred source for its customers and has helped in strengthening business relationship with them.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to gain present level of growth.

PARTICULARS OF EMPLOYEES

A statement giving necessary Information as required under Section 217 (2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules , 2002 as amended to date and forming part of the Directors' Report for the year ended 31st March, 2012, is given as an Annexure to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the cooperation and assistance received from various Central and State Government, stakeholders, banks, valued clients and business associates. Your Directors also wish to place on record their deep sense of appreciation for the unstinting support and efforts of the employees at all levels towards the operations and growth of the Company.

By Order of the Board

For ALCHEMIST LIMITED

sd/-

Date: 30.08.2012 Lt. Gen. (Retd.) Anil Oberoi

Place: New Delhi Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report together with Audited Annual Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

( Rs. In lacs)

2009-2010 2008-2009

Sales & Other Income 39865 38919

Operating Profit (PBIDT) 3463 3423

Finance Charges 679 756

Profit before Depreciation & Tax (PBDT) 2784 2667

Depreciation 835 751

" Profit before Tax (PBT) 1949 1916

Taxation 442 546

Add : Prior period items/ Provisions written back 68 33

Net Profit 1575 1403

Appropriations

Proposed Dividend 245 245

Tax on Dividend 41 42

Transferred to General Reserves 157 140

Transferred to Profit & loss A/c 1132 976

For the year under report, Your Company has achieved Sales & other income of Rs.39865 lacs compared to Rs.38919 lacs in the previous year. The profit after depreciation, interest and tax as on 31st March, 2010 was Rs.1575 lacs as against Rs.1403 lacs in the previous year. The above results have been achieved due to prudent management policies adopted from time to time.

DIVIDEND

The Board is pleased to recommend a dividend of 20 % (Rs. 2/- per equity share) for the year 2009-2010 on the equity shares of the company having face value of Rs.10/- each subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

FIXED DEPOSITS

During the year under report, your company has accepted/renewed fixed deposits within the limits prescribed under the Companies Act, 1956. As on 31st March, 2010, Your Company has fixed deposits of Rs. 29,64,52,000. There were no outstanding deposits as on 31st March, 2010 except fixed deposits which were not claimed by the depositors on its maturity.

SCHEME OF ARRANGEMENT

The Board of Directors of the company have entered into the Scheme of Arrangement for hiving off food division of the company with Alchemist Foods Limited, a wholly owned subsidiary company as per provisions of section 391-394 of the Companies Act, 1956, which has been approved by the Board of Directors of both the Companies. Further, the Honble High Court of Delhi in the Company petition had called the meeting of Equity & Preference shareholders, Fixed Deposit holders, Secured & Unsecured Creditors under the Chairmanship of Court appointed Chairman, which were duly convened and held as per directions of the Honble High Court. The Scheme was duly approved by Equity & Preference shareholders, Fixed Deposit holders, Secured & Unsecured Creditors. Thereafter, the Company has filed second petition before the Honble High Court at Delhi, for approval of the scheme, which will come up in October, 2010 for hearing.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT

As on 31st March, 2010 the company has one wholly owned subsidiary company namely Alchemist Foods Limited. Astatement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary company is attached to the Directors Report.

In accordance with the accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investment in associates, the consolidated financial statements based on the financial statements received from subsidiary company as approved by their Board of Directors are attached, which form part of the Annual Accounts.

DIRECTORS

Mr. Asoke Kumar Chatterjee, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. He has expressed his willingness for reappointment. The Board also recommend his reappointment to the members.

In accordance with the requirement of Clause No. 49 of the listing agreement, brief resume of Mr. Asoke Kumar Chatterjee giving details of his expertise areas, Directorship and members of various committees is given by way of notes to the notice of Annual General Meeting.

AUDITORS AND AUDITORS REPORT

M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(B) of the Companies Act, 1956 and they are not disqualified to be appointed as Statutory Auditors. The Audit Committee of the Board of Directors and the Board recommend their re appointment by members.

The observations of the Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further clarification.

DIRECTORS* RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your directors state :-

i. that in preparation of the annual accounts, the applicable accounting standards have been followed.

ii. that the accounting policies selected and applied are consistent and the judgements and estimates made 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 financial year i.e. 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A Statement giving necessary information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms part of the report.

PARTICULARS OF EMPLOYEES

A Statement giving necessary information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date is annexed and forms integral part of the Directors Report.

CORPORATE GOVERNANCE

A separate report on corporate governance is attached and forms part of this report. A Certificate from M/s N. Kumar Chhabra & Co., Chartered Accountants, Statutory Auditors of the Company regarding compliance of the conditions stiputated under clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The year 2009-2010 was one of the most difficult period for the Indian Economy following the Global economic meltdown in 2008-2009, which has affected most of the countries. In spite of the continued recession, our economy posted a remarkable recovery. It has come out from the ventilation stage and starts reviving on its own and has shown significant development in all spheres. As per the Reserve Bank of India, real GDP for the year 2009-2010 was 7.5 percent as compared to 6.7 percent achieved in the previous year. The GDP for 2010-2011 is expected to grow at around 8.7% on the back of strong manufacturing and service sector performance. The sensex has shown remarkable jump of around 75% during the fiscal year, however rising inflation is a major cause of concern for the Indian economy and the same is expected to come down due to better monsoon this year.

Your Company mainly operates in the field of Pharma, Food Processing and Floriculture business(es).

Pharmaceutical Industry in India is one of the fastest growing sector. India is proud to be second to China in world and number one in formulation in the world. Domestic market of Rs.40,000 crores is growing steadily @ 12-14% annually.

We have our State of the Art manufacturing facilities at Solan in the State of Himachal Pradesh. Our manufacturing unit is a GMP certified and is equipped to manufacture tablets, capsul and cephalosporin tablet and dry syrup. We have innovative range of products, some of which are introduced for the first time in India like Colostrum (Ig Tg Forte), Milk Calcium (Valcal M) etc. We have Intellectual Property of 5 Research products of National Botanical Research Institute of India to manufacture & market worldwide as Nutraceuticals. We shall soon have All India presence to market both Generic & Ethical Products.

Food processing is a major thrust area for your Company. Under Food Processing, Your company operates with feed to fork concept mainly in Poultry, Chicken Processing and restaurant under the brand "Republic of Chicken". The current chicken consumption in India is less than 3 kg per head and the Poultry Industry expects this to grow and reach an average of consumption of 5-5.5 kg. per head per year by the year 2014. The growth in the Quick Service Restaurant segment has pushed the chicken consumption even faster. The ever Changing life styles & working culture has started driving the convenience foods category very fast and the frozen ready to cook & ready to eat category in particular has shown very positive upward trends that are expected to double up over the next few years.

We at Alchemist are engaged in Primary Processing and further processing/value addition of chicken and Chicken products. We have processing plant with world class state of art facility to process and further process chicken and chicken products. Our most modern technology helps us in providing most nutritious, delicious, innovative, convenient and world class hygienic standard products. We have a huge range of fresh frozen chicken, delicatessen products Ready to cook, Heat and eat and Cold meats.

We have chain of restaurants under the brand "Republic of Chicken" presently operating in the North India and have plans to expand the chain in 2010-2011. At "Republic of Chicken", we provide range of choicest chicken, tastiest delictessen products and convenient ready to eat foods.

For the year under report, Your company has achieved Sales & other income of Rs. 39865 lacs compared to Rs. 38919 lacs in the previous year. The profit after depreciation, interest and tax as on 31st March, 2010 was Rs. 1575 lacs as against Rs. 1403 lacs in the previous year.

Your Company has adequate internal control system in all the areas to ensure proper statutory compliances and financial reporting. The company, carries out periodic audits at all locations and brings out any deviation to internal control system. The procedures for the purchase of capital goods, raw materials and stores are continuously updated looking into suggestion of the internal auditors.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record and acknowledge the cooperation, assistance and support extended by Central and State Government(s), Banks, Dealers, Business associates and shareholders of the Company during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the all round contribution made by the employees at all levels.

By order of the Board

for ALCHEMIST LIMITED

Date : 27th August, 2010 Kanwar Deep Singh

Place : New Delhi Chairman



 
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