Directors Report of Alchemist Ltd.
Mar 31, 2016
DIRECTORSâ REPORT
Dear Members,
The Directors are pleased to present the 27th 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, 2016. The financial highlights for the year under review are given below:
FINANCIAL HIGHLIGHTS (Rs, in lacs)
|
Particulars |
Financial Year 2015-16 |
Financial Year 2014-15 |
|
Revenue from Operations & Other Income |
4,050 |
27,414 |
|
Operating Profit /(Loss) |
(462) |
(1,018) |
|
Finance Charges |
276 |
196 |
|
Profit (Loss) before depreciation & Tax |
(739) |
(1,214) |
|
Depreciation |
862 |
682 |
|
Exceptional Item |
278 |
Nil |
|
Profit/ (Loss) before Tax |
(1,879) |
(1,896) |
|
Taxation |
209 |
100 |
|
Profit/ (Loss) for the year |
(2,088) |
(1,996) |
|
Proposed Dividend |
Nil |
Nil |
|
Tax on Dividend |
Nil |
Nil |
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, 4,050 lacs as compared to Rs, 27,414 lacs during the previous year. The Operating profit/(loss) i.e profit/ (loss) before interest, depreciation & Tax during the year was Rs, (462) lacs as compared to Rs, (1,018) lacs during the previous year. The net profit/(loss) after tax was Rs, (2,088) lacs during the year as compared to Rs, (1,996) 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 Year 2015-16, 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 Rs, 31.86 Lacs as on March 31st, 2016.
DEPOSITORY SYSTEM
As the members are aware, the Company''s equity shares are compulsorily tradable in electronic form. As on March 31st, 2016, 12,777,561 shares (94.23%) 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 2016-17 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 2007-2008 amounting to '' 1,073,327/-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 there under.
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, 2009 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 31st March, 2016, the company has four subsidiary companies namely Alchemist Foods Limited, Alchemist Infrastructures Private Limited and Alchemist Hospitality Group Limited, Alchemist Enterprise (s) Pte Limited, Singapore.
The Financial Statements of Alchemist Limited''s wholly owned foreign subsidiary âAlchemist Enterprise (S) Pte Ltd.â is not consolidated because the same is under the compilation processs till the date of balance sheet. Financial statements of other subsidiaries are consolidated as per the requirements of the Companies Act, 2013, accounting standards and accounting policies applicable to the company.
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, infrastructures and Hospitality.
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 Trade.
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
Complete details of Loans, Guarantees and Securities, and Investments covered under Section 186 of the Companies Act, 2013 given during the year under review is provided below: .
DETAILS OF INVESTMENTS:-
|
-J o SN |
Date of investment |
Details of Investee |
Amount (In Lacs) |
Purpose for which the proceeds from investment is proposed to be utilized by the recipient |
Date of BR |
Date of SR (if reqd) |
Expected rate of return |
|
1 |
23.04.2014 |
Alchemist Foods Limited |
13900.21 |
For the expansion of the business |
28.05.2015 |
23.04.2014 |
1% OCRP |
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 the Listing Agreement.
All related party transactions are presented to the Audit Committee and the Board. Said approvals are 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 at the web link i.e. http:// www.alchemist.co.in/investors.html.
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 at the link: http:// www.alchemist.co.in/investors.html.
The Annual Report on CSR activities is annexed herewith marked as Annexure II.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED/RETIRED DURING THE YEAR
In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company, Mr.Vinay Kumar Mittal (DIN-00287042) will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his re-appointment as a Director of the Company.
The Board has appointed Mr. Tanveer Gill as an Independent Director of the Company effective from 30th March, 2016 to 29th March, 2021, subject to the approval of the shareholders. Mr. Tanveer Gill, 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 Mr. Tanveer Gill for the office of Independent Director. The Board recommends his re-appointment as an Independent Director of the Company.
During the year following Directors resigned/ceases from the Board -
- Mr. Major Gen. (Retd.) Anil Kumar Oberoi and Mr. Jaspreet Singh Jolly with effect from 18th April, 2015 and 20th May, 2015 respectively.
- Mr. Tarlochan Singh and Mr. R. P. Chhabra with effect from 15th April, 2015 and 5th June, 2015 respectively.
- Mr. Asoke Kumar Chatterjee with effect from 04th August, 2015 due to death. Ms. Silpi Chakraborty resigned with effect from 27th January, 2016.
The Board places on record its appreciation of the immense contribution made by above Directors to the Company.
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 relevant regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 http://www.alchemist.co.in/investors.html. 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 year 6 (Six) 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 Regulations.
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 there under and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. 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 Trading Window is closed. The Board is responsible for implementation of the Code.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, 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 behavior 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 2015-2016, 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 25th Annual General Meeting held on September 26th, 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 AUDITORâS REMARKS
The Board has taken note of the Observations made by the Auditors in their Report.
Reply to Auditors qualifications/observations
- Regarding redemption of preference shares otherwise than out of the profits- The redemption process had been carried by the company as part of contractual obligations on due dates. The amount is not material in overall context and the company will make the reserves for this purpose in future. The management will raise the funds through fresh issue in future for the aforesaid purpose, so that the provision of the companies act will not be violated.
- Regarding computation of Depreciation- Depreciation is provided based on useful life of the Assets as prescribed in schedule II of the Companies Act, 2013. The Company had to make assumption about the life of assets in view of changes in the law and has made best judgment assessment for all the circumstances and ensure to comply the provisions of schedule II of the Companies Act, 2013.
- Regarding outstanding export receivables- The Company has extended credit from time to time as per the market practice for export receivable and regular follow up is being done to recover the same and the management is confident to recover the same. Hence no provision made by the management.
- Regarding consolidation of the financial statement of the foreign wholly owned subsidiary Alchemist Enterprises (S) Pte Ltd- The Financial Statements of wholly owned foreign subsidiary âAlchemist Enterprise (S) Pte
Ltd.â is not consolidated because the same is under the compilation process till the date of balance sheet and the company is under process of closure.
- Regarding internal financial control- To have an effective and transparent internal financial control, the management have engaged an outside agency to document the present internal financial controls in place and make improvements wherever required. Since the agency was engaged in February, 2016, they were still in the process of establishing the internal financial control as on March 31st, 2016.
SECREATRIAL AUDITORS
The Board has appointed M/s Virender Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith marked as Annexure- III to this Report.
EXPLANATION TO SECRETARIAL AUDITORâS REMARKS
The Board has taken note of the Observations made by the Secretarial Auditors in their Report.
- Regarding redemption of preference shares otherwise than out of the profits- The redemption process had been carried by the company as part of contractual obligations on due dates. The amount is not material in overall context and the company will make the reserves for this purpose in future. The management will raise the funds through fresh issue in future for the aforesaid purpose, so that the provision of the companies act will not be violated.
INTERNAL AUDITORS
The Company has appointed Ms. Swaraj Sindhu, Chartered Accountant (Membership No.-515486) as internal auditor to undertake the audit exercise. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. This includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
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 2015-16.
The Board of Directors at its meeting held on 10th May, 2016, 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, 2017. A proposal for ratification of remuneration of the Cost Auditors for Financial Year 2016-17 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 Directorsâ Report.
Human Resources
Your Company treats its âHuman Resourcesâ 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 Management 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) of the Companies Act, 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 REPORT
A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Reported marked as Annexure-VI.
CORPORATE GOVERNANCE
As required by regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.
DIRECTORSâ 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. To have an effective and transparent internal financial control, the management have engaged an outside agency to document the present internal financial controls in place and make improvements wherever required.
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 demonstrates their commitment, handwork, support, and cooperation.
For and on behalf of the Board of Directors
ALCHEMIST LIMITED
Sd/-
Pavan Kumar Verma
Date: 10th August, 2016 (Whole time Director)
Place: New Delhi DIN-00213365
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, 2011
To the Members ,
Alchemist Limited,
The Directors have pleasure in presenting the 22nd Annual Report
together with Audited Accounts of your Company for the financial year
ended 31st March, 2011.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
2010-2011 2009-2010
Sales & Other Income 41105 39865
Operating Profit (PBIDT) 1732 3463
Finance Charges 247 679
Profit before Depreciation & Tax (PBDT) 1485 2784
Depreciation 294 835
Profit before Tax (PBT) 1191 1949
Taxation 309 442
Add : Prior period items/Provisions
written back (73) 68
Net Profit 809 1575
Appropriations
Proposed Dividend 245 245
Tax on Dividend à 41
Transferred to General Reserves 60 157
Transferred to Profit & loss A/c 504 1132
During the year ended 31st March, 2011, your Company has achieved
turnover of Rs. 41105 lacs as against Rs.39865 lacs achieved in the
previous year. The Company has earned net profit of Rs. 809 lacs during
the year against Rs. 1575 lacs during the previous year.
DIVIDEND
Your Directors recommend a dividend of 20% i.e. Rs. 2 per equity share
of Rs. 10/- each for the year 2010-2011 subject to approval of
shareholders at the ensuing Annual General Meeting.
FIXED DEPOSITS
During the year under review, your company has accepted deposits within
the limits prescribed under the Companies Act, 1956. As on 31st March,
2011, Your Company had fixed deposits of Rs. 1452.53 There were no
outstanding deposits as on 31st March, 2011 except deposits which were
not claimed by the depositors on maturity.
SCHEME OF ARRANGEMENT
The Board of Directors of the Company have entered into a Scheme of
Arrangement pursuant to the provisions of section 391-394 of the
Companies Act, 1956, with Alchemist Foods Limited, a wholly owned
subsidiary Company for hiving off the Food Division with Alchemist
Foods Limited. The above Scheme of Arrangement has been approved by the
Board of Directors of respective Companies. Thereafter, on the
directions of Hon'ble High Court at Delhi, a meeting(s) of Equity &
Preference Shareholders, Secured & Unsecured Creditors and Fixed
Deposit Holders were held under the Chairmanship of Court appointed
Chairman, which have duly approved the scheme of arrangement.
Thereafter, in the second motion petition filed before the Hon'ble High
Court at Delhi, the Scheme of arrangement has been duly approved by its
order dated 1s' November, 2010 as a result, Food Division of the
Company has been hived off with Alchemist Foods Limited.
The copy of the order of Hon'ble High Court of Delhi has been filed
with the Office of Registrar of Companies, New Delhi on 29lh November,
2010 and the same has been registered.
SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT
As on 31st March, 2011, the Company has two wholly owned subsidiary
Companies namely Alchemist Foods Limited and Alchemist Enterprise (S)
Pte Ltd.
A statement pursuant to Section 212 of the Companies Act, 1956 relating
to the 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 form 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, 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.
DIRECTORS
Mr. R.P Chhabra, 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 recommend his reappointment to the Annual
General Meeting.
Mr. V.K. Bhardwaj, was appointed as an Additional Director on the Board
of the Company effective from 13th October, 2010 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.
Mr. Ravinder Singh, Director has resigned from the directorship of the
Company effective from 8th January, 2011 due to personal reasons. The
Board records its appreciation for the valuable services made by him
during his tenure with the Company.
In accordance with the requirement of Clause 49 of the listing
agreement, brief resume of Mr. R.P. Chhabra and Mr. V.K. Bhardwaj,
giving detail of their expertise areas, directorship and members of
various committees are 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
retires at the conclusion of 22nd Annual General Meeting and being
eligible have offered themselves for reappointment to hold office from
the conclusion of the 22nd 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 re-appointed as Statutory Auditors.
The Audit Committee of the Board of Directors and the Board recommend
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 31st March,
2011 which is self-explanatory and needs no comments.
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 judgements 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, 2011 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, 2011 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
A Statement containing necessary information required under the
Companies (Disclosure of Particularss in the Report of Board of
Directors) Rules, 1988, is annexed and forms part of the report.
CORPORATE GOVERNANCE
As per clause No. 49 of the Listing Agreement with the Stock
Exchange(s), a separate section on Corporate Governance is annexed and
forms part of the Directors 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) (Amendment) Rules, 2002 as amended to date and forming part
of the Director's Report for the year ended 31st March, 2011, is given
as an Annexure to this Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
During the year 2010-2011, being a period of global recession, Indian
economy grew at 8.6%, next only to China. It is certainly a remarkable
achievement. With the world economy coming out of recession, the Indian
economy has successfully re-positioned itself on a faster growth.
Alchemist Limited is operating mainly in the food processing and pharma
business.
The Food Division of the Company has been hived off with Alchemist
Foods Limited, a wholly owned subsidiary company as per scheme of
Arrangement under Section 391-394 of the Companies Act, 1956, which has
been duly approved by Hon'ble High Court(s) of Delhi and Punjab and
Haryana at Chandigarh. The copy of the order of Hon'ble High Court of
Delhi has been filed with the office of Registrar of Companies, New
Delhi on 29th November, 2010 and the same has been registered.
Chicken production in India has been in range of 2.5-3.0 million tons
per year, as per industry estimates, and has been growing at CAGR of 11
% during the past few years and is expected to grow at 10% CAGR for
next 10-15 years. The per capita consumption of chicken in India is in
range of 2.0-2.2 Kg, which is projected to significantly grow over the
coming years. Most of the total chicken production is sold through wet
market (i.e. live birds and on site slaughter) and only less than 5%
of total production is put to processing for sale in different forms
namely chilled, frozen or value-added (ready to cook or eat). In many
of the developed countries, the wet market compenent is less than 10%
of total produce.
The processed chicken market is growing at a CAGR of 20% and is
expected to grow further at 20-30% for another more than 5 years as per
the industry sources. The various factors leading to significant growth
of processed chicken market include increasing focus on different
hygiene parameters, convenience trends/food style, growing
Hospitality/Food Services/Airline industries. As per the industry
estimates, in next 5-10 years time, the dressed chicken market would
account for 25-30% of total chicken production.
During the year, your company has opened retail outlets focusing on
different markets in the North to have a total portfolio of 32 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.
Pharma industry all over the universe is dynamic & not static. Increase
in literacy rate & health consciousness has promoted growth prospectus
in Pharmaceutical sector also. India has very aggressively grabbed the
opportunity & is second to China in World in the field Pharmaceuticals.
New formulations/molecules, expansion of healthcare centers & both
therapeutic and prophylactic products have built up Indian Pharma
industry to record Rs. 48,000 crore plus sales in the financial year
2010-11, with an impressive growth rate.
At Alchemist Ltd., year 2010-11 was an year of consolidation. The year
was dedicated to prepare Pharma Division for a sizeable growth in years
to come, but the annual sales vis-a-vis 2009-10 was maintained. At
field level lot of rectifications were made by eradicating 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.
The dream to make pan India presence of Alchemist Pharma Ltd has been
realized in April 2011 only. By the end of the current calender year
many Alchemist Pharma products will be visible in every State of
Country, including at micro interiors. We have drawn an aggressive plan
to increase the volume of prescription oriented brands both from
existing range & 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 by the end of
2011 -12, we shall have a strong presence at market place. We have an
intense desire to build few brands at Alchemist in this year to be
recognised at national level.
During the year ended 31st March, 2011, the Company has achieve
turnover of Rs. 41105 lacs as against Rs.39865 lacs achieved in the
previous year. The Company has earned net profit of Rs. 809 lacs during
the year against Rs. 1575 lacs during the previous year.
Government policies, political instability, foreign exchange
fluctuation, competition from international and domestic players, rise
in cost of raw materials etc. are the factors which are cause of
concern not only for the business of the Company but for each concern.
The company has taken adequate care to minimize the impact of such
factors and is fully geared up to deal with such type of situations.
Your Company has adequate internal control system and procedures to
ensure proper statutory compliances and financial reporting. The
company has established procedures for the purchase of raw materials
and stores, manufacture of goods and for for its marketing thereof,
which are continuously updated from time to time as per needs of
business and suggestion of the internal auditors. All the transactions
are properly accounted for a physical verification has been conducted
periodically. The internal audit system of the company is adequate and
commensurate with the size of its business.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
cooperation and assistance received from various Central and State
Governments, 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
Date : 1st September, 2011 Kanwar Deep Singh
Place : New Delhi Chairman & Managing Director
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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