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Directors Report of Alembic Ltd.

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: alembic.investors@alembic.co.in

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: alembic.investors@alembic.co.in


Mar 31, 2014

To the Members,

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

1. Financial Results: (Rs. In lacs)

I For the year ended 31st March 2014 2013

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

Adjusting therefrom:

Interest (net) 233 514

Depreciation 790 984

Excess Tax Provision written back (180)

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

Provision for current tax 230 27

Net Profit (Loss) 2953 1149

Adding thereto:

Balance brought forward from last year 2717 4880

The amount available is 5670 6029

Appropriating there from:

Provision for Dividend on Equity shares 401 267

Provision for Corporate Dividend Tax 68 45

Transfer to General Reserve 2000 3000

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

( 2.) Dividend:

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

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

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

( 4.) Operations:

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

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

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

(5.) Bonus Issue of Equity Shares

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

(6.) Listing of shares:

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

(7.) Fixed Deposits:

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

(8.) Directors:

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

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

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

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

(9.) Energy, Technology and Foreign Exchange

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - B to this report.

(10.) Particulars of Employees:

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

(11.)Corporate Governance:

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

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

(12.) Audit Committee:

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

(13.) Auditors:

a) Statutory Auditors:

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

b) Internal Auditors:

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

c) Cost Auditors:

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

d) Secretarial Auditors:

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

(14. Human Resource Management:

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

(15. Directors'' Responsibility Statement:

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

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

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review;

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

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

(16. Acknowledgement:

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

On behalf of the Board of Directors

Vadodara Chirayu R. Amin

6th May, 2014 Chairman

Alembic Ltd.

Registered office: Alembic Road,

Vadodara - 390003, Gujarat, India

CIN:L26100GJ1907PLC000033

Web: www.alembiclimited.com

Email: alembic.investors@alembic.co.in

Phone: 0265-2280550 Fax: 0265 - 2282506


Mar 31, 2013

To the Members,

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

(1) Financial Results :

(Rs. in Lacs)

For the year ended 31st March 2013 2012

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

Expenses and Tax

Adjusting therefrom:

Interest (net) 514 520

Depreciation 984 1,093

Non-recurring Income and expenses 248

i.e. Expenses on Voluntary Retirement Scheme

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

Provision for current tax 27

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

Adding thereto:

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

The amount available is 6,029 4,880

Appropriating there from:

Provision for Dividend on Equity Shares 267

Provision for Corporate Dividend Tax 45

Transfer to General Reserve 3,000

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

(2) Dividend :

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

(3) Management''s Discussion and Analysis:

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

(4) Operations :

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

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

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

(5) Fixed Deposits :

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

(6) Directors :

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

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

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

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

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

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

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

(7) Energy, Technology and Foreign Exchange :

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - B to this report.

(8) Particulars of Employees :

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

(9) Corporate Governance :

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

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

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

10 Audit Committee :

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

11 Auditors :

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

12 Cost Auditors :

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

13) Human Resource Management :

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

14 Directors'' Responsibility Statement :

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

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

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review;

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

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

(15) Acknowledgement :

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

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman

Vadodara, 24th April, 2013


Mar 31, 2012

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

Financial Results : (Rs.in Lacs)

For the year ended 31st March 2012 2011

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

Expenses and Tax

Adjusting there from:

Interest (net) 520 240

Depreciation 1093 1007

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

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

Provision for current tax / wealth tax - (13)

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

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

Balance brought forward from last year 6100 7532

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

The amount available is 4880 6097 Appropriating there from:

Reversal of Corporate Dividend tax - 3

Balance carried forward to next year's accounts 4880 6100

(2 Dividend :

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

(3) Management's Discussion and Analysis:

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

(4 Operations :

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

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

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

(5 Listing of shares :

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

(6) Fixed Deposits :

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

(7) Directors :

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

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

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

(8) Energy, Technology and Foreign Exchange :

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

(9) Particulars of Employees :

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

10 Corporate Governance:

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

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

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

11 Audit Committee:

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

12 Auditors:

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

@ Cost Auditors:

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

(0 Human Resource Management:

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

15 Directors' Responsibility Statement:

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

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

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the loss of the Company for the year under review;

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

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

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman

Vadodara, 2nd May, 2012


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 year’s 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. 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. Demerger of Pharmaceutical Undertaking

The “Pharmaceutical Undertaking” 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 Hon’ble 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 Company’s 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 Company’s 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 Company’s 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 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.

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 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.

(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 Directors’ Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors’ 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 ‘Schedule T’ 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 ‘going concern’ 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 Company’s 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 ‘Investors Education

6 Protection Fund’ 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 Company’s 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 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.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 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.

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 Directors’ Responsibility

Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors’ 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 ‘Schedule-T’ 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 ‘going concern’ basis.

On behalf of the Board of Directors, Chirayu R. Amin

Chairman & Managing Director

Vadodara : 5th May, 2010

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