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Directors Report of Alpa Laboratories Ltd.

Mar 31, 2016

Directors Report

1. Performance / Operations

The Directors have pleasure in presenting the Annual Report of the Company, together with the financial statements, for the year ended March 31, 2016.

During the Financial Year your management is striving to improve the performance of the company. However due to cut thought competition in the pharmaceutical market turnover of company reduced from previous financial year from Rs,. 5739.39 Lacs to Rs,. 5350.20. Lacs. But Profit after tax increased from Rs,. (139.69) Lacs to Rs,. 773.96 Lacs.

As the promoter group comprises of Three Group families, viz Patel Family, Chawla Family and Shah Family. During the year Patel Family exit from the promoter group as well as from management of the company. All the shares belonging to Patel Family were acquired by Chawla Family to provide them exit option.

Financial Summary (? in lacs)

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016

31/03/2015

31/03/2016

31/03/2015

Gross Total Revenue

5959.43

6018.20

5877.35

6018.20

Profit/(Loss) before tax

1063.10

(271.08)

973.74

(271.17)

Profit/(Loss) after tax

773.96

(139.68)

684.61

(139.77)

Balance Brought Forward from Previous Year

1090.78

1230.46

1090.69

1230.46

Profit carried to Balance Sheet

1864.74

1090.78

1775.30

1090.69

2. Company Performance

During the year under review, your Company witnessed a modest recovery in terms of increase in profit, after three years of down cycle.. Your Company improved its product range, facilitated by appropriate product mix. A sustained focus on meeting customer requirements and initiatives in network expansion resulted in improved results.

3. Dividend

The Directors do not recommend any dividend for the financial year ended March 31, 2016, with a view to retain internal accruals.

4. Changes to Equity Share Capital

There is no change in Share capital of Company. The company has not issued any Security during the Financial Year.

5. Human Resources

People are our most valuable asset in the Company and your Company places the engagement, development and retention of talent at its highest priority, to enable achievement of organizational goal and vision. Structure, Process and Culture are the corner-stones of our Human Resources strategy and we have made strides in each area during the last year.

Your Company sustained harmonious and healthy industrial relations which will set the trend in employee productivity, workforce flexibility.

6. Headcount

The total number permanent employees in the Company as on March 31, 2016 was 399 as against 366 as on March 31, 2016 as company is

7. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done at regular intervals to woman employees. Following are some of the awareness programs imparted to train Employees and Internal Complaints Committee (ICC).

1. Every employee is supposed to undergo mandatory learning module on “Prevention of Sexual Harassment” at workplace.

2. The internal complaints committee is regularly updated about the Law when the committee members are appointed in the committee.

3. Policy of “Prevention of Sexual Harassment” at workplace is available on intranet for employees to access as and when required.

The Company has setup an Internal Complaints Committee (ICC) at location where it operates in India. ICC has representation of men and women and is chaired by senior lady and has an external women representation.

On receipt of any compliant, ICC investigates the case and provides its recommendations to the Board of Directors. The apex authority upon receiving the recommendations from ICC arrives at the conclusion and acts upon such recommendations.

Penal consequences of Sexual Harassment (”SH”) and the constitution of the ICC is displayed at conspicuous places. The posters are also displayed in regional languages at offices/works.

The following is the summary of the complaints received and disposed off during the financial year 2015-16:

a) No. of complaints received: 0

b) No. of complaints disposed off: 0

8. Board Committees

The Company has the following Committees of the Board:

1 Audit Committee;

2 Nomination and Remuneration Committee ;

3 Stakeholders Relationship Committee;

4. Risk Management Committee.

5. Internal Complaints Committee (ICC) for prevention and reddressal of Sexual Harassment.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

9. Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Regulation 49 of the Listing Agreement as well as Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,

2015. The detailed report on the Corporate Governance is annexed and forms and integral part of this Annual Report. The Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of part of this report.

The details of Related Party disclosures/transactions attracting provisions of Companies Act, 2013 or falling under ambit of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been provided in Corporate Governance Report.

The Related party transactions as per Accounting Standards AS-18, if any, are disclosed in the Notes to Accounts in the Financial Statements.

10. Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

11. Subsidiaries, Associates and Joint Ventures

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s Subsidiaries’, Associates’ and Joint Ventures (in Form AOC-1) is attached to the financial statements. Annexure-A

12. Directors

a. During the year under review there was no change in Directorship in the Company. All Independent directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Act and the Listing Regulations. Based on disclosure provided by directors, none of them are disqualified from being appointed as Directors under section 164 of the Companies Act, 2013.

As on 31st March, 2016, Shri P.R. Patel, Managing Director Shri M.S. Chawla, Whole Time Director, Shri P.C. Shah, Whole Time Director, Shri Jayesh Patel, Chief Executive Officer, Shri Bakulesh Shah, Chief Finance Officer, Ms. Monali Patel, Company secretary are “Key Managerial Personnel” of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Shri Sharad Lunawat, Shri K.D. Malani and Shri Devendra Baheti are independent directors as per provisions of Section 149 of Companies Act, 2013. Mrs. Shashi Jain is Woman director by the Board of Directors.

Shri M.S. Chawla, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

In Post financial year event; Shri P.R. Patel resigned from office of Managing Director as well as Director, Shri Jayesh Patel resigned from office of CEO and Ms. Monali Patel was resigned from office of Company Secretary. The Board accepted all the resignation w.e.f 9th April, 2016.

A brief note on Directors proposed for appointment is furnished in the Report on Corporate Governance.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

b) Retirement by rotation

To appoint a director in place of Mr. Mahendra Singh Chawla (DIN 00362058), who retires by rotation and being eligible, offers himself for re-appointment.

c) Familiarisation Program for Independent Directors :

The company undertook director’s familiarization programme for familiarizing them with company’s operations and other relevant information which would enable them to effectively discharge the responsibilities and functions conferred on them. Details is placed on the company’s website

d) Board Meetings.

During the year, four meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

e) Board Evaluation

The Paid up Capital of Company is less than twenty Five Crores, therefore it is not mandatory evaluation of Board of Directors. However the Board evaluates its own performance, the working of its Committees (Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Independent Director).

f) Code of Conduct for Board of Director:

The Company has also adopted a Code of Conduct for Board of Directors. This is also posted on company’s website. All directors confirmed their abidance with the Code.

13. Auditors

a. Statutory Auditors

C. H. Padliya & Co., Chartered Accountants, (FRN 003151C) auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received confirmation from the firm regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

As required under Regulation 15 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2016-17. The necessary resolution is being placed before the shareholders for approval.

The Auditors’ Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

b. Cost Auditor

The Board appointed M/s Sudeep Saxena & Associates, Practicing Cost Accountants,, (Regn No: 100980) as Cost Auditors for the financial year 2016-17 to carry out the cost audit of Company’s records in respect of Drugs and Pharmaceuticals. Cost Audit Report would be submitted to Central Government.

Cost Audit Report for the financial year 2014-15 was filed on September 30, 2015 (due date- September 30, 2015).

The Cost Auditors’ Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

c. Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. Shilpesh Dalal & Co., Company Secretary in Practice, Indore to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2016.

The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to this Report.

13. Remuneration Policy of the Company

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report.

The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company. Our compensation philosophy is to align Directors and employees compensation with our business objectives, so that compensation is used as a strategic tool that helps us recruit, motivate and retain talented individuals who are committed to our core values. The Company pays remuneration by way of salary, to its Managing Director and other Executive Directors.

14. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statement.

15. Related Party Transactions:

All related party transactions entered during the financial year were on arm’s length basis and in the ordinary course of business. There were no materially significant transactions with Related Parties during the financial year 2015-16. Suitable disclosures as required under AS-18 and have been put in notes to the financial statements.

The Board had approved amendment in policies on Related Party Transactions. and the same have been uploaded on the Company’s website, under the web link: www.alpalabs.in.

16. Managerial Remuneration and particulars of employees

Details of remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report . There were no employees with remuneration in excess of the limits set out under 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Material changes and commitments affecting the financial position of the Company.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2016) and the date of the Report (August 12, 2016).

18. Corporate Social Responsibility (CSR) initiatives:

Provisions of Section 135 of the Companies Act, 2013 are not applicable to company during Financial Year under review.

19. Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulation, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

20. Subsidiaries/Joint Venture:

Your Company has one wholly owned subsidiary. Financial statements of subsidiary are disclosed in the consolidated financial statements which forms part of this Annual Report.

Note: The Company is partner in Seabright Landmarks Project LLP to the extent of 18% share in profit.

21. Deposits:

During the year under review, your Company has not accepted any deposits from the public falling within the purview of section 73 of the act read with the Companies (Acceptance of Deposits) Rules, 2014.

22. Internal Control Systems and Compliance Framework:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls, covering the entire spectrum of internal financial controls.

The Company also has an Audit Committee, which interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting, Related Party Transactions and internal controls.

23. Directors’ Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

b) for the financial year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2016.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

24. Code of Conduct for prevention of Insider Trading :

The Company has also adopted a code of conduct for prevention of insider trading, This is also posted on company’s website.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-C to this Report.

27. Extract of Annual Return :

An Extract of Annual Return in Form MGT-9 as on 31st March, 2016 is annexed to this report in Annexure-D

28. Awards and Accolades :

During the year the company has not won any award

29. Gratitude & Acknowledgement

The Directors wish to express their appreciation for the continued co-operation of the Government Authorities and Agencies, bankers, customers, dealers and suppliers and also the valuable assistance and advice received from the Statutory Auditors, Companies Secretarial Auditors, Legal advisors, and all the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors of

Alpa Laboratories Limited

Paresh Chawla M.S. Chawla Devendra Baheti

Managing Director Whole Time Director Chairman-Audit Committee

Pigdember, Rau, Indore

August 12, 2016


Mar 31, 2014

Dear Members,

The Directors present the 26th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL SUMMARY

(Rs. in lacs) Year Ended 31st March 2014 2013

Gross total revenue 5,727.61 5,657.83

Profit/(Loss) before tax (495.12) (321.26)

Profit/(Loss) after tax (515.48) (436.80)

Balance Brought Forward From Previous Year 1,745.94 2,182.74

Profit carried to Balance Sheet 1,230.46 1,745.94

2. PAST HISTORY AND FUTURE PROSPECT

The Company generated a revenue of Rs. 5,727.61 lacs for the Financial Year and incurred a loss of Rs. 515.48 lacs after taxes. The last couple of years have been tough for the Company, with the added operational expenses of Unit-II. The performance of Unit-I has been steady, but Unit-II still requires substantial additional resources for product registrations in the regulated markets and market development. Increasing debt compounded with heightened finance/ interest cost creates additional pressure on the resources of the Company. Further, sky-rocketing cost of compliance in regulated markets which is the target for Unit-II creates substantial uncertainties for the long term interest of the Company and other stakeholders.

3. FIXED DEPOSITS

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

4. DIRECTORS

Mr. M.S. Chawla (DIN 00362058) retires by rotation and, being eligible, offers himself for re-appointment.

Tenure of Mr. P.R. Patel, Managing Director, Mr. M.S. Chawla, Whole Time Director and Mr. P.C. Shah, Whole Time Director is going to end on 28th February, 2015. Your management proposes to re-appoint them, as such, in ensuing Annual General Meeting for a further period of 3 consecutive years from 01st March 2015.

Mr. S. C. Lunawat, Mr. D. K. Baheti and Mr. K. D. Malani are Independent Directors on the Board of the Company and appointed pursuant to Companies Act, 2013.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as Independent Directors being appointed is furnished in the Report on Corporate Governance.

5. PARTICULARS OF EMPLOYEES

Human resource is the most valuable asset of the Company. The Management has been proactive in equipping the employees to successfully deal with the challenges in the rapidly changing business environment. The Company does not have any employee whose particulars are required to be given under Sec. 217 (2A) of the Companies Act, 1956.

6. DIRECTOR''S RESPONSIBILITY STATEMENT

It is confirmed that the Directors have:

i. followed applicable accounting standards in the preparation of the annual accounts

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st Mar 2014 and of the loss of the Company for that period

iii. taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. prepared the annual accounts on a going concern basis

7. CORPORATE GOVERNANCE

As per Listing Agreement, the Company has complied with the requirements of Corporate Governance in all material aspects. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

8. ENERGY CONSERVATION, TECH. ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information and data are annexed to this report.

9. COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956, Sudeep Saxena & Associates, Practicing Cost Accountants, have been appointed to conduct audit of cost records for the financial year ended 31st Mar 2014. The Cost Audit Reports would be submitted to the Central Government.

10. AUDITORS

C. H. Padliya & Co., Chartered Accountants, auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

11. AUDITORS REPORT

The Report of Auditors of the Company for the year under reference has 4 comments.

12. DIRECTORS COMMENTS ON AUDITORS QUALIFICATION(S)

In reference to point (ix)(a) of the Annexure to their report in reference to irregularity of payment of Provident Fund, Employee State Insurance and Entry Tax; due to delays in gathering accurate information in time, some Provident Fund and Employee State Insurance payments were delayed.

In reference to point (ix)(c) of the Annexure to their report in reference to irregular payment of statutory dues, as further clarified in the same report, the management has made appeals against the demand of statutory dues in question at various forums and the hearings for these appeals are pending.

In reference to point (xvii) of the Annexure to their report in reference to short term funds used for long term, there was a one time realignment of loans to reduce finance costs of the Company.

In reference to point (xxi) of the Annexure to their report in reference fraud committed on the Company, an account payee cheque issued by the Company was lost by a courier company and was cashed by an unknown person. A report has been filed and efforts are being made for the recovery of the amount and the arrest of the unknown person.

For and on behalf of the Board of Directors of ALPA LABORATORIES LIMITED

P.R. Patel M. S. Chawla P. C. Shah Chairman & Managing Director Director Director Pigdamber, Rau, Indore, 08th August 2014


Mar 31, 2013

The Directors present the 25th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL SUMMARY

(Rs.in lacs) Year Ended 31st March 2013 2012

Gross total revenue 5,657.83 5,567.05

Profit/(Loss) before tax (321.26) 83.55

Profit/(Loss) after tax (436.80) 52.85

Balance Brought Forward From Previous Year 2,182.74 2,129.89

Profit carried to Balance Sheet 1,745.93 2,182.74

2. PAST HISTORY AND FUTURE PROSPECT

The Company generated a revenue of Rs.5,657.83 lacs for the Financial Year and incurred a loss of Rs.436.80 lacs after taxes. Unit-II of the Company at Pithampur was commercialized during the year and the loss is on account of the effect of depreciation on this capital investment made by the Company. Further, the new plant has vigorously been undertaking several formulation development projects and the results have been very satisfactory.

3. FIXED DEPOSITS

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

5. DIRECTORS

Mr. P.C. Shah, Mr. S.C. Lunawat retire by rotation and, being eligible, offer themselves for re-appointment. Mr. S. C. Lunawat, Mr. D. Baheti and Mr. K. D. Malani are independent Directors on the Board of the Company.

6. PARTICULARS OF EMPLOYEES

Human resource is the most valuable asset of the Company. The Management has been proactive in equipping the employees to successfully deal with the challenges in the rapidly changing business environment. The Company does not have any employee whose particulars are required to be given under Sec. 217 (2A) of the Companies Act, 1956.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 it is confirmed that the Directors have: i. followed applicable accounting standards in the preparation of the annual accounts ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st

Mar 2013 and of the loss of the Company for that period iii. taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities iv. prepared the annual accounts on a going concern basis

8. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

9. DISCLOSURES

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information and data are annexed to this report.

10. STOCK EXCHANGES - COMPLIANCE OF LISTING AGREEMENTS

The Company''s shares are listed at The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited and the Company has paid the listing fees to both the Stock Exchanges. Further, the Company has availed demat connectivity with NSDL and CDSL and paid the annual fees to both the Depositories.

11. COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956, M/s. M. P. Turakhia & Associates, Practicing Cost Accountants, have been appointed to conduct audit of cost records for the financial year ended 31st Mar 2013. The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

12. AUDITORS

M/s. C. H. Padliya & Co., Chartered Accountants, auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

13. AUDITORS REPORT

The Report of Auditors of the Company for the year under reference has 2 comments.

14. DIRECTORS COMMENTS ON AUDITORS QUALIFICATION(S)

In reference to point (ix)(a) of the Annexure to their report in reference to irregularity of payment of Provident Fund, Employee State Insurance, Entry Tax, Service Tax and Tax Deducted at Source; due to change in contract labor arrangements, some Provident Fund and Employee State Insurance payments were delayed which have since been regularized and the management has faced practical difficulties in accurately computing the Entry Tax, Service Tax and Tax Deducted at Source amounts due to delays in information provided by third parties. The payments are being made regularly based on best estimates and later amended based on receipt of information provided by third parties.

In reference to point (ix)(c) of the Annexure to their report in reference to irregular payment of statutory dues, as further clarified in the same report, the management has made appeals against the demand of statutory dues in question at various forums and the hearings for these appeals are pending.

15. COMPLIANCE OF ACCOUNTING STANDARD

As clarified in point 8.d. of Auditors'' Report, Company has complied with all applicable Accounting Standards as per provision of section 211 (3C) of the Companies Act 1956.

For and on behalf of the Board of Directors of

ALPA LABORATORIES LIMITED

P. R. Patel M. S. Chawla P. C. Shah

Chairman & Managing Director Director Director

Pigdamber, Rau,

Indore, 01st July 2013


Mar 31, 2012

The Directors present the 24th Annual Report of the Company along with the Audited Accounts for the year ended March 31st, 2012.

1. FINANCIAL SUMMARY

(in Rs.) Year Ended 31st March 2012 2011

Gross total revenue 55,67,05,384 83,61,21,491

Profit before tax 83,55,397 1,08,18,922

Profit after tax 52,84,518 90,39,410

Balance Brought Forward From Previous Year 21,29,89,010 20,39,49,600

Profit carried to Balance Sheet 21,82,73,528 21,29,89,010

2. PAST HISTORY AND FUTURE PROSPECT

The Company posted a turnover of Rs. 55,67,05,384 for the Financial Year and earned a profit of Rs. 52,84,518. The exercise of product consolidation and pruning of the product line has resulted in a further improvement in the profitability of the Company during the year. Even in the difficult market, the Company has continued to book a profit as a result of better management, cost efficiencies and strategic planning for margin. WHO-GMP certification has been renewed for the old plant and WHO-GMP certification has also been granted to the new plant. Further, the new plant has taken several pilot and exhibit batches and the results have been very satisfactory.

4. FIXED DEPOSITS

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

5. DIRECTORS

Mr. M. S. Chawla, Mr. D. Baheti and Mr. K. D. Malani retire by rotation and, being eligible, offer themselves for re-appointment. Mr. P. R. Patel was reappointed as the Managing Director, Mr. M. S. Chawla and Mr. P. C. Shah were reappointed as Whole Time Directors by the Board of Directors of the Company.

Mr. S. C. Lunawat, Mr. D. Baheti and Mr. K. D. Malani are independent Directors on the Board of the Company.

6. PARTICULARS OF EMPLOYEES

Human resource is the most valuable assets of the Company. The Management has been proactive in equipping the employees to successfully deal with the challenges in the rapidly changing business environment. The Company does not have any employee whose particulars are required to be given under Sec. 217 (2A) of the Companies Act, 1956.

7. RE-CONSTITUTION OF REMUNERATION COMMITTEE

Pursuant to the Companies Act 1956 and the Listing Agreement, the Remuneration Committee was constituted on 14th Feb 2012 consisting of non executive independent directors. Details of the Remuneration Committee is given in the Corporate Governance Report.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 it is confirmed that the Directors have:

i. followed applicable accounting standards in the preparation of the annual accounts

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st Mar 2012 and of the profit of the Company for that period

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

iv. prepared the annual accounts on a going concern basis

9. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

10. DISCLOSURES

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information and data are annexed to this report.

11. STOCK EXCHANGES - COMPLIANCE OF LISTING AGREEMENTS

The Company's shares are listed at The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited and the Company has paid the listing fees the Stock Exchanges. Further, the Company has availed demat connectivity with both the Depositories, NSDL and CDSL and paid Annual Fees the both the Depositories.

12. COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956, M/s. M. P. Turakhia & Associates, Practicing Cost Accountants, have been appointed to conduct audit of cost records for the financial year ended 31st Mar 2012. The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

13. AUDITORS

M/s. C. H. Padliya & Co., Chartered Accountants, auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

14. AUDITORS REPORT

The Report of Auditors of the Company for the year under reference has two comments.

15. DIRECTORS COMMENTS ON AUDITORS QUALIFICATION (S)

In reference to point (ix)(a) of the Annexure to their report in reference to irregularity of payment of Income Tax, Entry Tax, Service tax and Tax Deducted at Source, the management has faced practical difficulties in accurately computing the same due to delays in information provided by third parties. The payments are being made regularly based on best estimates and later amended based on receipt of information provided by third parties.

In reference to point (ix)(c) of the Annexure to their report in reference to irregular payment of statutory dues, as further clarified in the same report, the management has made appeals against the demand of statutory dues in question at various forums and the hearings for these appeals are pending.

16. COMPLIANCE OF ACCOUNTING STANDARD

As clarified in point 4(iv) of Auditors' Report, Company has complied with all applicable Accounting Standards as per provision of section 211 (3C) of the Companies Act 1956.

For and on behalf of the Board of Directors of ALPA LABORATORIES LIMITED

P. R. Patel M. S. Chawla P. C. Shah

Chairman & Managing Director Director Director

Pigdamber, Rau, Indore, 14th August 2012

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