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Directors Report of Alembic Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 108th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

1. Financial Summary and Highlights: (Rs in Lacs)

For the year ended 31st March 2015 2014

Profit for the year before Interest, Depreciation, Other Income or Expenses and Tax 3,033 4,370

adjusting therefrom:

Interest (net) 83 234

depreciation 604 790

excess tax provision written back (290) (180)

provision for deferred tax liabilities or (assets) 121 343

provision for current tax 100 230

Net Profit 2,415 2,953

adding thereto:

balance brought forward from last year 3,201 2,717

the amount available is 5,616 5,670

appropriating therefrom:

provision for dividend on equity shares 401 401

provision for Corporate dividend tax 82 68

transfer to General reserve 1,000 2,000

Balance carried forward to Balance Sheet 4,134 3,201

2. Transfer to reserve:

an amount of Rs. 1,000 Lacs from the net profits for the financial year under review is proposed to be carried to General reserves.

3. Dividend:

Your directors recommend dividend on equity shares at Rs. 0.15 per share (i.e. 7.5%) of face value Rs. 2/- per share for the year ended on 31st March, 2015 as against Rs. 0.15 per share (i.e. 7.5%) for the year ended 31st March, 2014.

4. Management Discussion and Analysis Report:

the report on Management discussion and analysis report as required under Clause 49 of the Listing agreements is included in this report as Annexure a. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the directors envisage in terms of the future performance and outlook.

5. Operations and State of affairs of the Company:

the Company''s revenues from operations including export incentives were Rs. 149.94 Crores for the year ended 31st March, 2015 as compared to Rs. 160.92 Crores for the previous year.

the Company has made Net profit of Rs. 24.15 Crores for the year under review as compared to Rs. 29.53 Crores for the previous year.

6. Subsidiaries, Associates and Joint Ventures:

the Company does not have any subsidiaries or joint ventures. Alembic pharmaceuticals Limited and Alembic Exports Limited are Associate Companies. In terms of Section 129 of the Companies Act, 2013 read with third proviso to rule 6 of Companies (Accounts) rules, 2014, the Company is not required to prepare consolidated financial statements for the financial year 2014-15.

7. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chirayu R. Amin, Director of the Company, will retire by rotation at the ensuing annual General Meeting and is eligible for re-appointment. during the year under review, the Board has appointed Mr. Abhijit Joshi and Mr. sameer Khera as additional directors w.e.f. 5th November, 2014 and 25th February, 2015 respectively. They hold office up to the ensuing annual General Meeting of the Company.

The Company has received notices together with requisite deposit of Rs. 1 Lac under section 160 of the Companies Act, 2013, from the members of the Company proposing the candidature of Mr. Abhijit Joshi for the office of a non-executive director liable to retire by rotation and of Mr. sameer Khera as an Independent director, for a term of 5 consecutive years upto 24th February, 2020.

Mr. R. M. Kapadia and Mr. Ashok Tulankar have resigned from the board of the Company w.e.f. 13th august, 2014 and 31 * october, 2014 respectively, the board places on record its gratitude for the services rendered by them as members of the board.

8. Key Managerial Personnel:

Mr. Udit C. Amin, Director & President-Operations (CEO) and Mr. Rasesh Shah, CFO are Key Managerial Personnel of the Company.

Mr. Rasesh Shah was appointed as CFO of the Company w.e.f 13th august, 2014.

Mr. Chirag Shukla, Company Secretary of the Company resigned w.e.f. 15th April, 2015.

9. Meetings of the Board:

Four (4) board Meetings were held during the financial year ended 31st March, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and Listing Agreements.

11. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013

and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria were as follows:

(a) For Non-Executive and Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals/KRA and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit committee:

The Audit Committee consists of all independent directors with Mr. Milin Mehta as Chairman and Mr. C. P. Buch and Mr. R. C. Saxena as members. The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

13. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Agreements, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

14. Internal control Systems:

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations. The internal auditor team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

15. Corporate Social Responsibility:

Corporate Social Responsibility (CSR) is not a new term for Alembic. Alembic Group has been proactively carrying out CsR activities since more than Fifty Years. Alembic Group has established, nurtured and promoted various Non profit organisation focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the Financial Year ended 31st March, 2015 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B.

16. Policy on Nomination and Remuneration:

The contents of Nomination and Remuneration policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreements are provided in the Corporate Governance Report.

17. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are materially significant related party transactions made by the Company with Alembic pharmaceuticals Limited, related party. However, no related party transactions have any potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section I34(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under Listing Agreements is as under:

http://www.alembiclimited.com/AL-RPT%20Policy.pdf

18. corporate Governance:

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreements forms part of the Annual Report.

The requisite certificate from M/s. Samdani Shah & Associates, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

19. Fixed Deposits:

During the year under review, the Company has not accepted/renewed any deposits.

20. Listing of shares:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 506235 and on National Stock Exchange of India Limited (NSE) with scrip code of ALEMBICLTD. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2015-16 have been paid.

21. Loans, Guarantee or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section I86 of the Companies Act, 2013 are given as Annexure C.

22. Auditors:

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Aiyar & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F. Y 2016-17, as approved by the members at their 107th Annual General Meeting held on 13th August, 2014.

Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F Y 2015-16.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Associates, Practising Company Secretaries, Vadodara, to conduct Secretarial Audit for the F. Y 2015-16.

The Secretarial Audit Report of M/s. Samdani Shah & Associates, Practising Company Secretaries for the financial year ended 31st March, 2015, is annexed as Annexure D.

(c) cost Auditors:

The Board of Directors of the Company appointed M/s. Santosh Jejurkar & Associates, Cost Accountant, Vadodara as Cost Auditor for the F. Y 2015-16 for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Real Estate business.

(d) Internal Auditors:

The Board of Directors has appointed CNK & Associates, LLFJ Chartered Accountants as Internal Auditors of the Company for the Financial Year 2015-16.

There is no qualification, reservation, adverse remark or disclaimer by the statutory auditors in their report or by the secretarial auditor in their secretarial audit Report and hence no explanation or comments of the Board is required in this matter.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the audit Committee and the board of directors of the Company.

23. Directors'' Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the

directors state that:

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

b) the directors had selected such accounting policies as listed in Note Z-I to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2015 and of the profit of the Company for that period.

c) the directors had taken proper and sufficient care for 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

25. Extracts of Annual Return:

the extract of annual return required under section 134(3)(a) of the Companies Act, 2013 read with rule 12( 1) of the Companies (Management and Administration) rules, 2014, forms part of this report as Annexure E.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

the information required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) rules, 2014, is annexed herewith as Annexure F.

27. Particulars of employees and related disclosures:

disclosures pertaining to remuneration and others details as required under section 197 (12) of the Act read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) rules, 2014, is annexed herewith as Annexure G.

In terms of the provisions of section 197(12) of the Companies Act read with rules 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial personnel) rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule are provided in the Annual report.

the Annual report is being sent to the members of the Company excluding the aforesaid information. the said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company secretary and the same will be furnished on request.

on behalf of the board of directors,

Regd. off. Alembic road, Vadodara - 390003 7th May, 2015 Chirayu R. Amin CIN: L26100GJ1907pLC000033 Chairman tel: 0265-2280550 Fax: 0265-2282506 Website: www.alembiclimited.com Email: alembic.investors@alembic.co.in


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their 107th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

1. Financial Results: (Rs. In lacs)

I For the year ended 31st March 2014 2013

Profit for the year before Interest, Depreciation, other Income or Expenses 4370 2600 and Tax

Adjusting therefrom:

Interest (net) 233 514

Depreciation 790 984

Excess Tax Provision written back (180)

Provision for deferred tax liabilities or (assets) 343 (75)

Provision for current tax 230 27

Net Profit (Loss) 2953 1149

Adding thereto:

Balance brought forward from last year 2717 4880

The amount available is 5670 6029

Appropriating there from:

Provision for Dividend on Equity shares 401 267

Provision for Corporate Dividend Tax 68 45

Transfer to General Reserve 2000 3000

Balance carried forward to next year''s accounts 3201 2717

( 2.) Dividend:

Your Directors recommend Dividend on Equity Shares of Re. 0.15 per share (i.e. 7.5 per cent) of face value of Rs. 2/- per share for the year ended on 31st March, 2014 as against Re. 0.20 per share (i.e. 10 per cent) for the year ended 31st March, 2013.

( 3.) Management''s Discussion and Analysis:

The Report on Management Discussion and Analysis as required under the Listing Agreement is enclosed as Annexure- A to this report. Certain statements in that section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

( 4.) Operations:

The Company''s Gross Revenues including export incentives were Rs. 160.92 Crores for the year ended 31st March, 2014 as compared to Rs. 190.01 Crores for the previous year

The profit before Interest, Depreciation, Non- recurring Income and expenses and Taxes was Rs. 43.70 Crores for the year under review as compared to Rs. 26.00 Crores for the previous year

During the year, the interest and financial cost was Rs. 2.33 Crores as compared to Rs. 5.14 Crores in previous year. The Company has registered a net profit of Rs. 29.53 Crores as compared to a net profit of 11.49 Cr. for the previous year ended 31st March, 2013.

(5.) Bonus Issue of Equity Shares

During the year under review, the company has allotted 13,35,15,914 equity shares of Rs. 2/- each fully paid up to the equity shareholders in the ratio of 1:1.

(6.) Listing of shares:

The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) with scrip code No. 506235 and on National Stock Exchange of India Limited (NSE) with scrip code of ALEMBICLTD.

(7.) Fixed Deposits:

During the year under review the Company has not invited/accepted any deposits from public.

(8.) Directors:

The Board has appointed Mr. R. C. Saxena as an Additional Director w.e.f. 10th September, 2013. He holds office of Additional Director up to the ensuing Annual General Meeting of the Company The Company has received a notice u/s 160 of the Companies Act, 2013 from a shareholder of the Company proposing the candidature of Mr R. C. Saxena for the office of an Independent Director

Mr. C. P. Buch and Mr. Milin Mehta the Independent Directors of the Company, were liable to retire by rotation in terms of provisions of Companies Act, 1956. However, as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by Shareholders and for a term upto five consecutive years and they shall not be liable to retire by rotation. Accordingly, it is proposed to appoint them as Independent Directors for a term of five consecutive years w.e.f. 1st April, 2014.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok Tulankar, Director of the Company will retire by rotation at the ensuing Annual General Meeting who is eligible for re-appointment.

Brief resumes of Mr. Ashok Tulankar, Mr. R. C. Saxena, Mr. Milin Mehta and Mr. C. P. Buch are given in the Corporate Governance Report.

(9.) Energy, Technology and Foreign Exchange

In accordance with the provisions of 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, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - B to this report.

(10.) Particulars of Employees:

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure-C

(11.)Corporate Governance:

Your Company has complied with the provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor''s Certificate on the compliance.

(12.) Audit Committee:

The Audit Committee comprises of Mr. Milin Mehta, Mr. C. P. Buch and Mr. R. M. Kapadia. Mr Milin Mehta is Chairman of the Audit Committee. The Committee interalia reviewed the Internal Control System, Scope of Internal Audit and reports of Internal Auditors and compliance of various regulations. The Committee reviews at length the Financial Statements and approves the same before they were placed before the Board of Directors.

(13.) Auditors:

a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Ayar & Co., Chartered Accountants, Statutory Auditors, are eligible for re-appointment as Auditors for a maximum period of three years. Members are requested to appoint for a term of 3 consecutive years from conclusion of this Annual General Meeting till conclusion of fourth Annual General Meeting considering the ensuing AGM as first and to authorize the Board of Directors to fix their remuneration.

b) Internal Auditors:

The Company has appointed M/s. Sharp & Tannan, Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

c) Cost Auditors:

The Central Government has directed that an audit of Cost Accounts maintained by the Company relating to Bulk Drugs for the year ended on 31st March, 2014 be conducted by Auditors with qualification prescribed in Section 233B(1) of the Companies Act, 1956. Accordingly, the Board had appointed Mr. H. R. Kapadia, Cost Accountant as Cost Auditor for the year ended on 31st March, 2014.

d) Secretarial Auditors:

As per provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s. Samdani Shah & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the FY. 2014-15.

(14. Human Resource Management:

Human capital has always been the most important and valuable asset to your Company. Your Company has enhanced its performance management process that motivates people to take ownership of their own performance and encourages innovation and meritocracy. Your Company has created people practices which enables it to attract and retain potential talents. Employee relations in your Company continue to be cordial and harmonious.

(15. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 on the profit of the Company for the year under review;

(iii) that the Directors have 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; and

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

(16. Acknowledgement:

Your Directors wish to place on record their appreciation and sincere thanks to the banks, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Company''s progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

On behalf of the Board of Directors

Vadodara Chirayu R. Amin

6th May, 2014 Chairman

Alembic Ltd.

Registered office: Alembic Road,

Vadodara - 390003, Gujarat, India

CIN:L26100GJ1907PLC000033

Web: www.alembiclimited.com

Email: alembic.investors@alembic.co.in

Phone: 0265-2280550 Fax: 0265 - 2282506


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 106th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

(1) Financial Results :

(Rs. in Lacs)

For the year ended 31st March 2013 2012

Profit for the yearbefore Interest, Depreciation, Non Recurring Income or 2,600 500

Expenses and Tax

Adjusting therefrom:

Interest (net) 514 520

Depreciation 984 1,093

Non-recurring Income and expenses 248

i.e. Expenses on Voluntary Retirement Scheme

Provision for deferred tax liabilities or (assets) (75) (142)

Provision for current tax 27

Net Profit (Loss) 1,149 (1,220)

Adding thereto:

Balance brought forward from last year 4,880 6,100

The amount available is 6,029 4,880

Appropriating there from:

Provision for Dividend on Equity Shares 267

Provision for Corporate Dividend Tax 45

Transfer to General Reserve 3,000

Balance carried forward to next year''s accounts 2,717 4,880

(2) Dividend :

Your Directors recommend Dividend on Equity Shares at Rs. 0.20 per share (i.e. 10 per cent) of face value of Rs. 2/- per share for the year ended on 31st March, 2013 as against NIL per share for the year ended 31st March, 2012.

(3) Management''s Discussion and Analysis:

The Report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is enclosed as Annexure - A to this report. Certain statements in this section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

(4) Operations :

The Company''s Gross Revenues including export incentives were Rs. 190.01 Crores for the year ended 31st March, 2013 as compared to Rs. 131.20 Crores for the previous year.

The profit before Interest, Depreciation, Non- recurring Income and expenses and Taxes was Rs. 26.00 Crores for the year under review as compared to Rs. 5.00 Crores for the previous year.

During the year interest and financial cost was Rs.5.14 Cr. as compare toRs. 5.20 Cr. in previous year. The Company has registered a net profit of Rs. 11.49 Cr. as compared to a net loss of 12.20 Cr. for the previous year ended 31st March, 2012.

(5) Fixed Deposits :

During the year under review the Company has not invited/accepted any deposits from public.

(6) Directors :

During the year under review, Mrs. Malika Amin voluntarily retired as Whole-Time Director of the Company w.e.f. 30th June, 2012. She continues to be Non-Executive Director of the Company.

Dr. B. R. Patel resigned from Directorship w.e.f. 13th Ausugt, 2012.

The Board has appointed Mr. C. P. Buch as Additional Director w.e.f. 14th August, 2012. He holds office of Additional Director upto the ensuing Annual General Meeting of the Company. The Company has received a notice u/s 257 of the Companies Act, 1956 from a shareholder of the Company proposing the candidature of Mr. C. P. Buch as Director liable to retire by rotation. Mr. Ashok Tulankar was designated as Manager of the Company w.e.f. 1st September, 2012 and he has resigned from the post of Manager w.e.f. 30th April, 2013. He continues to be Non- Executive Director of the Company.

The Board at its meeting held on 24th April, 2013 has appointed Mr. Udit Amin as Additional Director and Director & President-Real Estate Business w.e.f. 24th April, 2013. He holds office of Additional Director upto ensuing Annual General Meeting. The Company has received a notice u/s 257 of the Companies Act, 1956 from a shareholder of the Company proposing the candidature of Mr. Udit Amin as Director.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. R Amin and Mrs. Malika Amin, Directors of the Company will retire by rotation at the ensuing Annual General Meeting who are eligible for re-appointment.

Mr. C. P. Buch and Mr. Udit Amin hold directorships upto the ensuring Annual General Meeting.

Brief resumes of Mr. C. R Amin, Mrs. Malika Amin, Mr. Ashok Tulankar, Mr. C. P. Buch and Mr. Udit Amin are given in the Corporate Governance Report.

(7) Energy, Technology and Foreign Exchange :

In accordance with the provisions of 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, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - B to this report.

(8) Particulars of Employees :

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure-C.

(9) Corporate Governance :

Your Company has complied with all the provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges, with which the Company''s shares are listed.

A separate report on Corporate Governance is produced as a part of the Annual Report, along with the Auditor''s Certificate on the compliance.

As required vide clause 49 of the listing agreement on Corporate Governance, the board has laid down a code of conduct for all members and senior management team of the Company. The said code of conduct has been posted on the website of the Company - www.alembiclimited.com. All Board members and senior management personnel of the company have affirmed the requirements of the said code of conduct.

10 Audit Committee :

The Audit Committee comprises of 3 Directors viz. Mr. Milin Mehta, Mr. C. P. Buch and Mr. R. M. Kapadia. Mr. Milin Mehta is Chairman of the Audit Committee. During the year under review, Dr. B. R. Patel resigned w.e.f. 13-08-2012 and Mr. C. P. Buch was appointed w.e.f. 14-08-2012. All the Directors in Audit Committee are Non Executive - Independent Directors. The terms of reference of the Committee are wide enough to cover the matters specified for Audit Committee under the Listing Agreements.

11 Auditors :

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, (Firm Regn. No. 100186W) the Company''s Auditors, will retire at the conclusion of the ensuing Annual General meeting and are eligible for re-appointment as Auditors. Members are requested to re- appoint them.

12 Cost Auditors :

The Central Government has directed that an audit of Cost Accounts maintained by the Company relating to Bulk Drugs for the year ended on 31st March, 2013 be conducted by Auditors with qualification prescribed in Section 233B(1) of the Companies Act, 1956. Accordingly, the Board had appointed H. R. Kapadia as Cost Auditor for the year ended on 31st March, 2013.

13) Human Resource Management :

Human capital has always been the most important and valuable asset to your Company. Your Company has enhanced its performance management process that motivates people to take ownership of their own performance and encourages innovation and meritocracy. Your Company has created people practices which enables it to attract and retain potential talents. Employee relations in your Company continue to be cordial and harmonious.

14 Directors'' Responsibility Statement :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accountsfortheflnancialyearended 3 1st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 on the profit of the Company for the year under review;

(iii) that the Directors have 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; and

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

(15) Acknowledgement :

Your Directors wish to place on record their appreciation and sincere thanks to the banks, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Company''s progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman

Vadodara, 24th April, 2013


Mar 31, 2012

The Directors hereby present their 105th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

Financial Results : (Rs.in Lacs)

For the year ended 31st March 2012 2011

Profit for the year before Interest, Depreciation, Non-recurring Income or 500 563

Expenses and Tax

Adjusting there from:

Interest (net) 520 240

Depreciation 1093 1007

Non-recurring Income or expenses i.e. Expenses on Voluntary Retirement 248 422 Scheme

Provision for deferred tax liabilities or (assets) (142) 105

Provision for current tax / wealth tax - (13)

Excess provision of Income Tax written Back (Net) - (276)

Net Profit / (Loss) (1220) (1290) Adding thereto:

Balance brought forward from last year 6100 7532

Less: Appropriated as per Scheme of Arrangement - (145)

The amount available is 4880 6097 Appropriating there from:

Reversal of Corporate Dividend tax - 3

Balance carried forward to next year's accounts 4880 6100

(2 Dividend :

In view of loss for the current year, your Directors do not recommend Dividend on Equity Shares.

(3) Management's Discussion and Analysis:

The Report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is enclosed as Annexure - A to this report. Certain statements in this section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

(4 Operations :

The Company's Gross Sales including export incentives were ' 123.96 Crores for the year ended 31st March, 2012 as compared to ' 2l6.9ICrores for the previous year.

The profit before Interest, Depreciation, Non- recurring Income and Expenses and Taxes was ' 5.00 Crores for the year under review as compared to ' 5.63 Crores for the previous year.

During the year, the interest and financing cost was ' 5.20 Crores as compared to ' 2.40 Crores in previous year.

(5 Listing of shares :

The equity shares of the Company continue to be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company is regular in paying listing fees to both the Stock Exchanges.

(6) Fixed Deposits :

During the year under review, the Company has not invited/accepted any deposits from public.

(7) Directors :

The Board at its meeting held on 30th August, 201 I had appointed Mr. Ashok Tulankar as Additional Director in the category of Professional Executive Director. Mr. Ashok Tulankar ceased to be in employment of the Company w.e.f. 1st October, 2011 and hence he also ceased to be Whole-Time Director of the Company w.e.f. 1st October, 201 I. He holds office of Additional Director upto the ensuing Annual General Meeting of the Company. The Company has received a notice u/s 257 of the Companies Act, I956 from a shareholder of the Company proposing the candidature of Mr. Ashok Tulankar as Director liable to retire by rotation.

In accordance with the provisions of the Companies Act, I956 and Company's Articles of Association, Mr. Milin Mehta and Mr. R. M. Kapadia, Directors of the Company will retire by rotation at the ensuing Annual General Meeting who are eligible for re-appointment.

The brief resumes of Mr. Milin Mehta, Mr. R. M. Kapadia and Mr. Ashok Tulankar are given in the Corporate Governance Report.

(8) Energy, Technology and Foreign Exchange :

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - B to this report.

(9) Particulars of Employees :

The information required under section 2I7(2A) of the Companies Act, 1956, read with Companies (particular of Employees) Rules, I975, forms part of this report as Annexure-C.

10 Corporate Governance:

Your Company has complied with all the provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges, with which the Company's shares are listed.

A separate report on Corporate Governance is produced as a part of the Annual Report, along with the Auditor's Certificate on the compliance.

As required vide clause 49 of the listing agreement on Corporate Governance, the board has laid down a code of conduct for all members and senior management team of the Company. The said code of conduct has been posted on the website of the Company - www.alembiclimited.com. All Board members and senior management personnel of the company have affirmed the requirements of the said code of conduct.

11 Audit Committee:

The Audit Committee comprises of 3 Directors viz. Mr. Milin Mehta, Dr. B.R. Patel and Mr. R. M. Kapadia. Mr. Milin Mehta is Chairman of the Audit Committee. During the financial year, Mr. R. M. Kapadia was appointed w.e.f. 25th April, 2011 and Mr. Sanjay Bhatt resigned w.e.f. 28th July, 2011. All the Directors in Audit Committee are Non Executive-Independent Directors. The terms of reference of the Committee are wide enough to cover the matters specified for Audit Committee under the Listing Agreements.

12 Auditors:

M/s. K.S. Aiyar & Co., Chartered Accountants, Mumbai, (Firm Regn. No. I00I86W) the Company's Auditors, will retire at the conclusion of the ensuing Annual General meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them and fix their remuneration.

@ Cost Auditors:

As per the order No. 52/26/CAB/20I0 dated 2nd May, 2011 of the Ministry of Corporate Affairs, the Company is required to get audited, the Cost Accounts maintained by the Company relating to Bulk Drugs for the year ended on 31st March, 2012 by Auditors with qualification prescribed in Section 233B(I) of the Companies Act, 1956. Accordingly, the Board has appointed Mr. H. R. Kapadia as Cost Auditor for the year ended on 31st March, 2012.

(0 Human Resource Management:

Human capital has always been the most important and valuable asset to your Company. Your Company has enhanced its performance management process that motivates people to take ownership of their own performance and encourages innovation and meritocracy. Your Company has created people practices which enables it to attract and retain potential talents. Employee relations in your Company continues to be cordial and harmonious.

15 Directors' Responsibility Statement:

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 3Ist March, 20I2, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 on the loss of the Company for the year under review;

(iii) that the Directors have 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; and

(iv) that the Directors have prepared the annual accounts for the financial year ended 31 st March, 2012 on a going concern basis.

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman

Vadodara, 2nd May, 2012

 
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