Directors Report of Alembic Ltd.
Mar 31, 2018
The Directors have pleasure in presenting their IIIth Annual Report together with the Audited Statement of Accounts for the year ended on 3Ist March, 2018.
(1) Operations and State of Affairs of the Company:
(Rs. In lacs)
|
For the year ended 3Ist March |
2018 |
2017 |
|
Profit for the year before Interest, Depreciation and Tax |
4,812 |
3,I88 |
|
Adjusting therefrom: |
||
|
Interest (net) |
17 |
I6 |
|
Depreciation |
378 |
509 |
|
Provision for deferred tax liabilities or (assets) |
30 |
(I25) |
|
Provision for current tax |
209 |
39 |
|
Profit for the year |
4,178 |
2,749 |
|
Balance brought forward from previous year |
7,798 |
5,565 |
|
Add: |
||
|
Profit for the year |
4,178 |
2,749 |
|
Total amount available for Appropriations |
11,976 |
8,3I4 |
|
Other Appropriations |
2 |
34 |
|
Less: |
||
|
Dividend paid on Equity Shares during the year |
534 |
40I |
|
Corporate Dividend tax paid during the year |
109 |
82 |
|
Transfer to General Reserve |
- |
- |
|
Balance carried forward to next year''s accounts |
11,331 |
7,798 |
The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section I33 of the Companies Act, 2013.
(2) Transfer to Reserve:
During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the net profits of the Company for the financial year 2017-18.
(3) Dividend:
Your Directors recommend Dividend at Rs. 0.20 per equity share (i.e. I0%) of face value Rs.2/- each for the financial year ended 3Ist March, 2018 as against Rs.0.20 per equity share (i.e. I0%) for the financial year ended 3Ist March, 2017.
(4) Buy-back of Equity Shares:
During the year under review, the Company had made an offer for Buyback of upto I,02,50,000 (One Crore Two Lac Fifty Thousand) fully paid-up Equity Shares of the Company of face value Rs.2/- (Rupees Two Only) each from all the fully paid-up Equity Shareholders / beneficial owners of the Equity Shares of the Company as on the record date on a proportionate basis, through the Tender Offer Route using stock exchange mechanism at a price of '' 80/- (Rupees Eighty Only) per Equity Share for a total consideration aggregating upto '' 82,00,00,000/- (Rupees Eighty Two Crore Only), excluding transaction costs, pursuant to shareholders approval dated I2th March, 2018.
The Buyback size was 24.02% of the aggregate paid-up equity capital and free reserves of the Company as per the audited standalone financial statements of the Company for the nine months period ended 3Ist December, 2017. The Offer period was open from I6th April, 2018 to 27th April, 2018.
The shares accepted under the Buy Back in Demat form were extinguished on IIth May, 2018 and the physical shares were extinguished on 14th May, 2018 and issued capital stands reduced to 25,67,8I,828 equity shares of Rs.2/ each.
(5) Management Discussion and Analysis Report:
The Report on Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure A.
(6) Subsidiaries, Associates and Joint Ventures:
During the year under review, Alembic City Limited (formerly known as Alembic Exports Limited) became wholly-owned subsidiary of the Company. Further, Alembic Pharmaceuticals Limited is an Associate Company.
In accordance with third proviso of Section 136( I) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembiclimited.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companyâs Registered Office.
(7) Directors:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Udit Amin, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The first term of office of Mr. Milin Mehta and Mr. C. P. Buch, as Independent Directors, will expire on 3Ist March, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on I7th May, 2018 has recommended their re-appointment as Independent Directors of the Company for a second term of 5 (five) consecutive years, subject to the approval of the members by way of special resolution at the Annual General Meeting.
(8) Key Managerial Personnel:
Mrs. Malika Amin, Managing Director and CEO, Mr. Rasesh Shah, CFO and Mr. Drigesh Mittal, Company Secretary are Key Managerial Personnel of the Company.
(9) Meetings of the Board:
Four (4) Board Meetings were held during the financial year ended 3Ist March, 2018. 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 provided under Section 149(6) of the Companies Act, 2013.
(11) Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 are as follows:
(a) Evaluation Criteria for Non-Executive and Independent Directors:
- Knowledge and Skills
- Professional Conduct
- Duties, Role and Functions
(b) Evaluation Criteria for Executive Directors:
- Performance as Team Leader/Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Set Key Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
12 Audit Committee:
The Audit Committee consists of Independent Directors with Mr. Milin Mehta as Chairman and Mr. C. P. Buch and Mr. R. C. Saxena as members. The Committee inter alia reviews the Internal Control System, 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 of Directors.
13 Vigil Mechanism:
Pursuant to the provisions of Section I77(9) & (I0) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and keeping in view with the organization''s pace of growth and increasing complexity of operations. The internal auditorsâ teams carry out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee.
15 Corporate Social Responsibility:
Alembic Group has been proactively carrying out CSR activities since more than Fifty Years. Alembic Group has established, nurtured and promoted various Non Profit Organisations focusing on three major areas - Education, Healthcare and Rural Development.
In compliance with requirements of Section I35 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 3Ist March, 2018 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.
16 Policy on Nomination and Remuneration:
In compliance with the requirements of Section I78 of the Companies Act, 2013 and Regulation I9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Companyâs website. The web-link as required under Companies Act, 2013 is as under:
http://www.alembiclimited.com/policy/AL-NRC%20 Policy-I7.05.2018.pdf
The salient features of the NRC Policy are as under:
1) Setting out the objectives of the Policy.
2) Definitions for the purposes of the Policy.
3) Policy for appointment and removal of Director, KMP and Senior Management which includes:
a) Appointment criteria and qualifications.
b) Term / Tenure.
c) Guidelines for:
i) Evaluation;
ii) Removal;
iii) Retirement.
4) Policy relating to the Remuneration for the Managerial Personnel, KMP Senior Management Personnel & other employees, which includes:
a) General provisions relating to Remuneration.
b) Guidelines for:
i) Fixed Pay;
ii) Variable Pay;
iii) Commission;
iv) Minimum Remuneration;
v) Provisions for excess remuneration.
c) Separate criteria for remuneration to Company Secretary, Senior Management Personnel and other employees.
5) Remuneration to Non- Executive / Independent Director, with details regarding their:
a) General provisions relating to Remuneration.
b) Guidelines for:
i) Sitting Fees;
ii) Commission.
c) Restriction on Stock options.
During the year, there is no change in the said policy.
17 Related Party Transactions:
Related party transactions that were entered into during the financial year were on armâs length basis and were in ordinary course of business. In accordance with the approval obtained from the members at the 108th Annual General Meeting, the Company has entered into transactions 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 armâs 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 Companyâs website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
http://www.alembiclimited.com/AL-RPT%20Policy.pdf
18 Corporate Governance:
The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
The requisite certificate from M/s. Samdani Shah & Kabra, Practicing Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is annexed 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) and National Stock Exchange of India Limited (NSE) with security ID/symbol of ALEMBICLTD. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2018-19 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 186 of the Companies Act, 2013 is annexed herewith as Annexure C.
(22) Auditors:
(a) Statutory Auditors:
M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 10196W) were appointed as Statutory Auditors of the Company at the I 10th Annual General Meeting (AGM) of the Company held on 28th July, 2017, for a period of three years i.e. to hold office till the conclusion of II3th AGM. Pursuant to the provisions of Section I39 of the Companies Act, 2013, the Company is required to appoint the Statutory Auditors for a term of 5 consecutive years.
The Audit Committee and the Board of Directors of the Company respectively at their meeting held on I7th May, 2018 proposed, subject to the approval of shareholders, revision in term of appointment of M/s. CNK & Associates LLP, Chartered Accountants, to hold the office as Statutory Auditors till the conclusion of II5th AGM.
The Auditorâs Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditorâs Report is enclosed with the financial statements in this Annual Report.
(b) Secretarial Auditors:
The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara, to conduct Secretarial Audit for the F.Y. 2018-19.
The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year ended 3Ist March, 2018, is annexed as Annexure D.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Company has generally complied with all the applicable provisions of the Secretarial Standards.
(c) Cost Auditors:
M/s. Santosh Jejurkar & Associates, Cost Accountant, Vadodara, Cost Auditor of the Company has been appointed as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Real Estate Division for the F.Y. 2018-19.
(d) Internal Auditors:
The Board of Directors has appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the F.Y. 2018-19.
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) 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 3Ist March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
(24) Extracts of Annual Return:
The extract of Annual Return required under Section I34(3)
(a) of the Companies Act, 2013 read with Rule I2(I) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure E.
(25) 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
(26) Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as required under Section I97(I2) of the Companies Act, 2013 read with Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure G.
A statement showing the names and particulars of the employees falling within the purview of Rules 5(2) and 5(3) of the aforesaid Rules 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 the same will be furnished on request in writing to the members.
(27) Details of Unclaimed Suspense Account:
Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure H. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.
(28) 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 3Ist March, 2018, 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 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 3Ist March, 2018 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;
(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; and
(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.
For and on behalf of the Board of Directors,
Sd/-
Chirayu Amin
Chairman
(DIN: 00242549)
Registered Office:
Alembic Road, Vadodara - 390 003
Tel: 9I 265 2280550
Fax: 9I 265 2282506
Email Id: [email protected]
CIN: L26I00GJI907PLC000033
Date: I7th May, 2018
Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting their II0th Annual Report together with the Audited Statement of Accounts for the year ended on 3Ist March, 20I7.
(1) Operations and State of Affairs of the Company:
(Rs. in Lacs)
|
For the year ended 31st March |
2017 |
20I6 |
|
Profit for the year before Interest, Depreciation and Tax |
3,188 |
3,I58 |
|
Adjusting therefrom: |
|
|
|
Interest (net) |
16 |
I2 |
|
Depreciation |
509 |
6I4 |
|
Provision for deferred tax liabilities or (assets) |
(125) |
(9) |
|
Provision for current tax |
39 |
70 |
|
Total Comprehensive Income |
2,749 |
247I |
|
Adding thereto: |
|
|
|
Balance brought forward from previous year |
5,565 |
4,576 |
|
The amount available is |
8,314 |
7,047 |
|
Other Appropriations |
(34) |
(I) |
|
Appropriating there from: |
|
|
|
Dividend paid on Equity Shares during the year |
401 |
40I |
|
Corporate Dividend tax paid during the year |
82 |
82 |
|
Transfer to General Reserve |
- |
I,000 |
|
Balance carried forward to next year''s accounts |
7,798 |
5,663 |
The Company has prepared the Standalone Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 20I5 prescribed under Section I33 of the Companies Act, 20I3. The Company has adopted the Indian Accounting Standards (Ind AS) from Ist April, 20I6. The comparative financial information of the Company for the year ended 3Ist March, 20I6 have also been restated to comply with Ind AS.
(2) Transfer to reserve:
During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the net profits of the Company for the financial year 2016-17.
(3) Dividend:
Your Directors recommend Dividend on Equity Shares at Rs. 0.20 per share (i.e. 10 %) of face value Rs. 2/- per share for the year ended on 31st March, 2017 as against Rs. 0.15 per share (i.e. 7.5 %) for the year ended 31st March, 2016.
(4) Management Discussion and Analysis Report:
The Report on Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure A.
(5) 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.
As required under Rule 8( I) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on standalone financial statements and a report on performance and financial position of each of the associates is included in the financial statements.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembiclimited.com.
(6) Directors:
During the year under review, Mr. Udit Amin resigned from the position of Managing Director of the Company w.e.f. 31st January, 2017. He continues to be a NonExecutive Director of the Company.
The Board at its meeting held on 19th January, 2017 has appointed Mrs. Malika Amin as Managing Director and Chief Executive Officer of the Company for a period of 5 years w.e.f. 1st February, 2017.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Abhijit Joshi, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
(7) Key Managerial Personnel:
Mrs. Malika Amin, Managing Director and CEO, Mr. Rasesh Shah, CFO and Mr. Drigesh Mittal, Dy. Company Secretary are Key Managerial Personnel of the Company.
(8) Meetings of the Board:
Four (4) Board Meetings were held during the financial year ended 31st March, 2017. 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.
(9) Independent Directors:
The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.
(TO) Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 are as follows:
(a) Evaluation Criteria for Non-Executive and Independent Directors:
- Knowledge and Skills
- Professional Conduct
- Duties, Role and Functions
(b) Evaluation Criteria for Executive Directors:
- Performance as Team Leader/Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key Set Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
(0) Audit Committee:
The Audit Committee consists of Independent Directors with Mr. Milin Mehta as Chairman and Mr. C. P Buch and Mr. R. C. Saxena as members. The Committee inter alia reviews the Internal Control System, 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 of Directors.
(2 Vigil Mechanisms:
Pursuant to the provisions of Section 177(9) &
(I0) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.
3 Internal Control Systems:
The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view with the organization''s pace of growth and increasing complexity of operations. The internal auditors'' teams carry out extensive audits throughout the year across all locations and across all functional areas and submit its reports to the Audit Committee.
4 Corporate Social Responsibilities:
Alembic Group has been proactively carrying out CSR activities since more than Fifty Years. Alembic Group has established, nurtured and promoted various Non Profit Organizations focusing on three major areas -Education, Healthcare and Rural Development.
In compliance with requirements of Section I35 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 3Ist March, 2017 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 20I4 is annexed herewith as Annexure B.
5 Policies on Nomination and Remuneration:
The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section I78 of the Companies Act, 20I3 and Regulation I9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report.
6 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. In pursuance to the approval obtained from the members at the I08th
Annual General Meeting, the Company has entered into materially significant related party transactions 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, 20I3 read with Rule 8(2) of the Companies (Accounts) Rules, 20I4.
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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is as under:
http://www.alembiclimited.com/AL-RPT%20Policy.pdf
7 Corporate Governance:
The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 forms part of the Annual Report.
The requisite certificate from M/s. Samdani Shah & Kabra, Practicing Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is annexed to the Report on Corporate Governance.
8 Fixed Deposits:
During the year under review, the Company has not accepted/renewed any deposits.
9 Listing of shares:
The Equity Shares of the Company are listed on 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 20I7-I8 have been paid.
20 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, 20I3 is annexed herewith as Annexure C.
Auditors:
(a) Statutory Auditors:
M/s. K. S. Aiyar & Co., Chartered Accountants, the existing Statutory Auditors of the Company were re-appointed at the I07th Annual General
Meeting (AGM) held on 13th August, 2014 to hold office till the conclusion of forthcoming II0th AGM for a period of 3 years. Accordingly, they will retire at this AGM.
In accordance with the provision of Section I39 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules framed there under, the Board of Directors have proposed to appoint M/s. CNK & Associates LLP, Chartered Accountants, as Statutory Auditors of the Company for a term of 3 consecutive years at the ensuing II0th AGM till the conclusion of II3th AGM, in place of retiring Auditors M/s. K.S. Aiyar & Co., Chartered Accountants.
The Auditor''s Report for financial year 20I6-I7 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.
(b) Secretarial Auditors:
The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Vadodara, to conduct Secretarial Audit for the F.Y. 20I7-I8.
The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the financial year ended 3Ist March, 20I7, is annexed as Annexure D.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
(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. 20I7-I8 for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Real Estate Division.
(d) Internal Auditors:
The Board of Directors has appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the F.Y. 2017-18.
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.
22 Directors'' Responsibility Statement:
In terms of the provisions of Companies Act, 20I3, the Directors state that:
(a) In preparation of the annual accounts for the financial year ended 31 st March, 2017, 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 32 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 3Ist March, 20I7 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.
23 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 3Ist March, 20I7. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
24 Extracts of Annual Return:
The extract of Annual Return required under Section I34(3)(a) of the Companies Act, 2013 read with Rule 12( I) of the Companies (Management and Administration) Rules, 20I4, forms part of this report as Annexure E.
25 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
26 Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, is annexed herewith as Annexure G.
A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the aforesaid Rules 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 the same will be furnished on request in writing to the members.
27 Details of Unclaimed Suspense Account:
Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure H. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.
For and on behalf of the Board of Directors,
Chirayu Amin
Chairman
9th May, 2017
Regd. Office: Alembic Road,
Vadodara - 390 003.
Tel: (0265) 2280550 Fax: (0265) 2282506
Email Id: [email protected]
Web: www.alembiclimited.com CIN: L26I00GJI907PLC000033
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: [email protected]
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: [email protected]
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
Mar 31, 2011
To the Members
The Directors have pleasure in presenting their 104th Annual Report
together with the Audited Statement of Accounts for the year ended on
31st March, 2011.
1. Financial Results : (Rs. in Lacs)
For the year ended 31st March 2011 2010
Profit for the year before Interest, 563 9,662
depreciation, Non-recurring Income
or expenses and Tax
Adjusting therefrom:
Interest (net) (240) (3,005)
Depreciation (1,007) (4,302)
Non-recurring Income or expenses
i.e. Expenses on Voluntary
Retirement (422) -
Scheme
Provision for deferred tax liabili
ties or assets 105 102
Provision for current tax / wealth
tax (13) (389)
Provision of Income Tax of earlier
years written back (Net) (276) -
Net (Loss) / Profit (1,290) 2,068
Adding thereto:
Balance brought forward from last
year 7,532 7,236
Less: Appropriated as per Scheme of
Arrangement (145)
The amount available is 6,097 9,304
Appropriating there from
Debenture Redemption Reserve - 792
Provision for Dividend - Equity Shares - 667
Provision for Corporate Dividend tax - 113
Reversal of Corporate Dividend tax 3
Reversal of the Provision for Dividend
due to buy-back - 6
Reversal of the Provision for Corporate
Dividend tax due to buy-back - 1
General Reserve - 207
Balance carried forward to next yearÃs
accounts 6,100 7,532
2. Dividend :
In view of loss for the current year, your Directors do not recommend
Dividend on Equity Shares.
3. ManagementÃs 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. Demerger of Pharmaceutical Undertaking
The ÃPharmaceutical Undertakingà of the Company has been demerged and
the same is transferred to Alembic Pharmaceuticals Limited with effect
from appointed date i.e. 1st April, 2010. The HonÃble High Court of
Gujarat has sanctioned the scheme of arrangement vide order dated 24th
January, 2011, a certified true copy of which was received by the
Company on 21st March, 2011. The Company filed the said order with the
Registrar of Companies, Gujarat on 1st April, 2011. Alembic Limited was
holding 5,50,00,000 equity shares of face value of Rs.2/- each in
Alembic Pharmaceuticals Limited(APL). APL has issued and allotted
13,35,15,914 equity shares of face value of Rs.2/- each to the
shareholders of the Company on 15th April, 2011 in ratio of 1:1. As per
the scheme of arrangement, APL has submitted applications for listing
of 18,85,15,914 equity shares of face value of Rs.2/- each to Bombay
Stock Exchange Limited(BSE) and National Stock Exchange of India
Limited(NSE).
Consequent upon demerger, becoming effective from 1st April, 2010, the
figures of current year are not comparable with previous year. The
figures of previous year have been regrouped wherever necessary.
5 Operations:
Consequent upon demerger, the CompanyÃs operations will include (i)
manufacture of predominantly fermentation and chemistry based bulk
drugs (APIs) at its Vadodara Undertaking and (ii) power generation
through its co-generation power plant and through wind mills (the Power
Business). (iii) The Company also has some real estate in Vadodara
which can be potentially developed. The Company has plans to commence
its real estate business and accordingly a part of the land has been
converted as stock in trade for the said business. The Company will
launch its maiden residential project in this financial year after
obtaining approval from all the concerned authorities.
The CompanyÃs Gross Sales including export incentives was Rs.216.91
Crores for the year ended 31st March, 2011 as compared to Rs.1032.06
Crores for the previous year.
The profit before Interest, Depreciation, Non- recurring Income and
expenses and Taxes was Rs.5.63 Crores for the year under review as
compared to Rs.96.62 Crores for the previous year.
During the year, the interest and financing cost was Rs.2.40 Crores as
compared to Rs. 30.05 Crores in previous year.
(6) Listing of shares:
The equity shares of the Company are continued to be listed on Bombay
Stock Exchange Limited (BSE) and National Stock Exchange of India
Limited (NSE).
7 Fixed Deposits:
As per the scheme of arrangement, the entire fixed deposits accepted by
the Company is transferred to Alembic Pharmaceuticals Limited.
Therefore, as on the last date of the financial year i.e. 31st March,
2011, there is no fixed deposits on the records of the Company. The
Company does not plan to accept any deposits hereafter.
(8 Directors:
Consequent upon demerger of Pharmaceutical Undertaking, the Board of
Directors of the Company is reconstituted w.e.f. 31st March, 2011.
Mr. Chirayu Amin has resigned as Managing Director of the Company.
However, he will continue as Chairman of the Company. Mr. R.K. Baheti
has resigned as Director-Finance & Company Secretary. Mr. Pranav Amin
has resigned as Director & President-International Business of the
Company. The services of Mr. Chirayu Amin, Mr. R.K. Baheti and Mr.
Pranav Amin have been transferred to Alembic Pharmaceuticals Limited.
Mr. K.G. Ramanathan, Mr. Pranav Parikh and Mr. Paresh Saraiya have
resigned as Directors of the Company w.e.f. 31 st March, 2011.
The Board places on record the valuable contributions made by them for
the growth and development of the Company during their tenure.
In accordance with the provisions of the Companies Act, 1956 and
CompanyÃs Articles of Association, Mr. Chirayu Amin and Dr. B.R. Patel
Directors of the Company will retire by rotation at the ensuing Annual
General Meeting who are eligible for re-appointment.
The Board appointed Mr. Sanjay Bhatt as additional Director w.e.f. 31st
March, 2011. Mr. Sanjay Bhatt has resigned from service of the company
and also as Director of the Company. Board places its appreciation for
the valuable services and contribution provided by Mr. Sanjay Bhatt
during his tenure.
The Board appointed Mr. R.M. Kapadia as additional Director w.e.f. 25th
April, 2011. The terms of office of Mr. R.M. Kapadia will expire at
the ensuing Annual General Meeting in terms of Section 260 of the
Companies Act, 1956. The Company has received notices under section 257
of the Companies Act, 1956 from a member proposing him as candidate for
the offices of director of the Company.
The brief resumes of Mr. Chirayu Amin, Dr. B. R. Patel and Mr. R.M.
Kapadia 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 all the provisions of Corporate
Governance as prescribed under the amended Listing Agreements of the
Stock Exchanges, with which the CompanyÃs shares are listed.
A separate report on Corporate Governance is produced as a part of the
Annual Report, along with the AuditorÃs 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.
12 Audit Committee:
Consequent upon reconstitution of Board, the Audit Committee was also
reconstituted. The Board of Directors in their meeting held on 31st
March, 2011, reconstituted the Audit Committee comprising of 3
Directors viz. Mr. Milin Mehta, Dr. B.R. Patel and Mr. Sanjay Bhatt.
Mr. Milin Mehta is Chairman of the Audit Committee. The Board of
Directors of the Company in its meeting held on 2nd May, 2011 again
reconstituted Audit Committee and appointed Mr. R.M. Kapadia as Member
of Audit Committee in place of Mr. Sanjay Bhatt. All the Directors in
Audit Committee are Non-Executive Independent Directors. The Committee
reviewed the Internal Control System, Scope of Internal Audit and
compliance of various regulations. The Committee reviewed at length
the Annual Financial Statements and approved the same before they were
placed before the Board of Directors.
13 Auditors:
M/s. K.S. Aiyar & Co., (Firm Registration No.100186W) the CompanyÃs
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.
(14) 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, 2011 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 as Cost Auditor for the year ended on
31st March, 2011.
15 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.
16 Directorsà Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directorsà Responsibility Statement, it
is hereby confirmed:
i) That in preparation of the Annual Accounts, the applicable
accounting standards have been followed.
ii) That accounting policies as listed in the ÃSchedule TÃ to the
financial statements have been selected and consistently applied and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2011 and of the loss of the Company for the accounting year
ended on that date;
iii) That proper and sufficient care for maintenance of adequate
accounting records has been taken in accordance with the provision of
the Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities;
iv) That the annual accounts have been prepared on a Ãgoing concernÃ
basis.
On behalf of the Board of Directors,
Chirayu R. Amin
Chairman
Vadodara, July 1, 2011
Mar 31, 2010
The Directors have pleasure in presenting their 103rd Annual Report
together with the Audited Statement of Accounts for the year ended on
31st March, 2010.
1 Financial Results (Rs. in Lacs)
Stand Alone Basis Consolidated Basis
2010 2009 For the year ended 31st March 2010 2009
Profit for the year before
Interest, depreciation,
9,662 12,656 Foreign exchange gain or loss,
Non-recurring 11,688 13,038
Income or expenses and Tax
Adjusting therefrom:
(3,005) (4,006) Interest (net) (3,005) (4,006)
(4,302) (3,831) Depreciation (4,302) (3,831)
- (3,507) Foreign Exchange gain or loss - (3,536)
- Non-recurring Income or expenses
(752) i.e., - (752)
diminution in investments
102 3 Provision for deferred tax
liabilities or assets 102 3
(389) (270) Provision for current taxes (530) (270)
Excess provision of Income Tax
no longer
- 436 - 436
required
2,068 729 Net Profit 3,954 1,082
Adding thereto:
7,236 7,972 Balance brought forward from
last year 7,589 7,972
9,304 8,701 The amount available is 11,543 9,054
Appropriating there from:
667 549 Provision for Dividend - Equity
Shares 667 549
113 93 Provision for Corporate Dividend
tax 113 93
Reversal of the Provision for
- 6 Dividend due to 6 -
buy-back
1 - Reversal of the Provision for
Corporate 1 -
Dividend tax due to buy-back
792 750 Debenture Redemption Reserve 792 750
207 73 General Reserve 207 73
Balance carried forward to next
years
7,532 7,236 9,771 7,589
accounts
(2) Dividend:
Your Directors recommend Dividend on Equity Shares at Rs. 0.50 per
share (i.e. 25 per cent) of face value of Rs. 2/- per share for the
year ended on 31st March, 2010 as against Rs.0.40 per share (i.e. 20
per cent) for the year 31st March, 2009.
(3) Management 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 CompanyÃs standalone Gross Sales including export incentives were
Rs.1032 Crores for the year ended 31st March, 2010 as compared to
Rs.1120 Crores for the previous year, which shows a de-growth of 8%
over previous year.
The Profit before Interest, Depreciation, foreign exchange gain &
losses, Non-recurring Income and expenses and Taxes was Rs.96.62 Crores
for the year under review as compared to Rs. 126.56 Crores for the
previous year.
During the year, the interest and financing cost was Rs.30.05 Crores as
compared to Rs. 40.06 Crores in previous year. The Company posted
Profit after tax of Rs. 20.68 Crores for the year under review as
compared to Rs. 7.29 Crores for the previous year.
The Company has registered a consolidated gross sales of Rs.1149 Crores
for the year under review as compared to Rs. 1134 Crores for the
previous year ended on 31st March, 2009. The consolidated Profit,
before providing for Interest, Depreciation, Non-recurring Income,
expenses and Taxes, was Rs.116.88 Crores for the year under review as
compared to Rs. 130.38 Crores for the previous year. The Company has
made a consolidated profit after tax of Rs.39.54 Crores for the year
under review, as compared to Rs. 10.82 Crores for the year previous
year.
(i) Domestic Formulation Sales:
Sales of Domestic formulations for the year ended 31st March, 2010 is
Rs.584.90 Crores as compared to Rs. 554.20 Crores for the previous year
ended on 31st March, 2009, and reported a growth of 6%.
(ii) Export Formulations:
The sales of export formulations was Rs.147.76 Crores for the year
ended 31st March, 2010 as compared to Rs. 119.65 Crores in the previous
year ended 31st March, 2009, registering a growth of 24% over previous
year. The above sales include sales to Regulatory Market for Rs.102
Crores for the year ended 31st March, 2010 as compared to Rs. 72.00
Crores in previous year ended on 31st March, 2009.
(iii) Domestic API Sales:
The domestic sales of API was Rs.118.65 Crores for the year ended on
31st March, 2010 as compared to Rs. 124.11 Crores for the previous year
ended on 31st March, 2009, and reported a de-growth of 4%, largely due
to pricing pressure on Pen-G.
(iv) Export API:
The export sales of API was Rs.285.98 Crores for the year ended on 31st
March, 2010 as compared to Rs.325.39 Crores for the previous year and
reported a de-growth of 12%.
5 Listing of Shares:
The equity shares of the Company are continued to be listed on Bombay
Stock Exchange Limited (BSE) and National Stock Exchange of India
Limited (NSE).
(6) Fixed Deposits:
The fixed deposits including those from shareholders as on 31st March,
2010 amounted to Rs.49.70 Crores. Unclaimed deposits of Rs.25.89 Lacs
from 119 depositors have been transferred to current liabilities, out
of this, no deposits have since been repaid or renewed at the option of
depositors and no instruction have been received so far and if not
claimed in future, it shall be deposited in the ÃInvestors Education
6 Protection Fundà in due course, as per the provisions of the
Companies Act, 1956.
7 Buy back of Equity Shares:
The buy-back program which was commenced by the Company from December
8, 2008, was completed on 14th November, 2009 as per the terms of the
Public Announcement. Till 13th November, 2009 (Completion date of buy
back programme), the Company bought back 49,38,991 equity shares (about
82% of targeted buyback of 60,00,000 shares) at an average price of
Rs.39.93 for a total consideration of Rs.1972.02 Lacs which is about
60% of the total buy-back size of Rs.3300 lacs. In terms of provisions
of Section 77A of the Companies Act, 1956 and SEBI (Buy-back of
Securities) Regulations, 1998, the Company has extinguished all the
bought back shares. All the necessary formalities for completion of buy
back programme have been complied with.
(8) Issue and allotment of Non- convertible Debentures of Rs. 50
Crores:
During the year under review, the Company had allotted Secured
Non-convertible Debentures of face value of Rs.10 lacs each on private
placement basis to various Banks and General Insurance Corporation for
total amount of Rs.50 Crores for general corporate purpose. The said
NCDs have been listed on the Bombay Stock Exchange.
(9) Directors:
In accordance with the provisions of the Companies Act, 1956 and
CompanyÃs Articles of Association, Mr. Paresh Saraiya and Mr. Pranav
Amin, Directors of the Company will retire by rotation at the ensuing
Annual General Meeting who are eligible for re-appointment.
Mr. Milin Mehta was appointed as Director of the Company w.e.f. 30th
March, 2010 as an additional Director.
The terms of office of Mr. Milin Mehta will expire at the ensuing
Annual General Meeting in terms of Section 260 of the Companies Act,
1956. The Company has received notice under section 257 of the
Companies Act, 1956 from a member proposing him as candidate for the
offices of director of the Company.
The brief resumes of Mr. Paresh Saraiya, Mr. Pranav Amin and Mr. Milin
Mehta are given in the Corporate Governance Report.
10 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.
11 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. However, as permitted by section
219(1)(b)(iv) of the Companies Act, 1956, this Annual Report is being
sent to all shareholders excluding this Annexure. Any shareholder
interested in obtaining the particulars may obtain it by writing to the
Company Secretary of the Company.
12 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 CompanyÃs shares are listed.
A separate report on Corporate Governance is produced as a part of the
Annual Report, along with the AuditorÃs 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.alembic-india.com. All
Board members and senior management personnel of the company have
affirmed the requirements of the said code of conduct.
13 Audit Committee:
The Audit Committee consists of Mr. Paresh Saraiya, Dr. B.R. Patel, Mr
P. N. Parikh and Mr. Milin Mehta. Mr. Paresh Saraiya is Chairman of
the Audit Committee. The Board appointed Mr. Milin Mehta as member of
the Audit Committee w.e.f. 30/3/2010. The Committee reviewed the
Internal Control System, Scope of Internal Audit and compliance of
various regulations. The Committee reviewed at length the Annual
Financial Statements and approved the same before they were placed
before the Board of Directors.
14 Auditors:
M/s. K.S. Aiyar & Co., the CompanyÃs 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.
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.
15 Cost Auditors:
The Central Government has directed that an audit of Cost Accounts
maintained by the Company relating to Bulk Drugs and Formulations for
the year ended on 31st March, 2010 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 as Cost Auditor
for the year ended on 31st March, 2010.
16) Human Resource Manage- ment:
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. Employee
relations in your Company continues to be cordial and harmonious.
17 Directorsà Responsibility
Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directorsà Responsibility Statement, it
is hereby confirmed:
i) That in the preparation of the annual accounts for the year, the
applicable accounting standards have been followed.
ii) That accounting policies as listed in the ÃSchedule-TÃ to the
financial statements have been selected and consistently applied and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2010 and of the profit of the Company for the accounting
year ended on that date;
iii) That proper and sufficient care for maintenance of adequate
accounting records has been taken in accordance with the provision of
the Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities;
iv) That the annual accounts have been prepared on a Ãgoing concernÃ
basis.
On behalf of the Board of Directors,
Chirayu R. Amin
Chairman & Managing Director
Vadodara : 5th May, 2010
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