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Directors Report of Alpa Laboratories Ltd.

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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