Notes to Accounts of Alembic Ltd.

Mar 31, 2018

Note:

1. Property, Plant and Equipments as recognized in financial statements as at the date of transition to Ind ASs measured as per the previous GAAP and use that as its deemed cost as at the date of transition and accordingly, Presentation has been made during the year (with corresponding restatement of comparative amounts).

2. Sales proceeds are deducted from gross cost where cost is unascertainable.

3. Buildings: include Rs. 0.025 Lakhs being cost of bonds of Morning Star Co-Operative Housing Society Limited.

# Of the above Rs.2.78 Lakhs C 3.60 Lakhs) has been transferred to Cost of Construction in the Statement of Profit and Loss.

* Disposal includes net block of Rs.I32.47 lakhs transferred to Assets held for sale at lower of its carrying amount and fair value less cost to sale.

Note 1 :- During the year, I% OCPS of Shreno Limited (7,62,549 nos) were converted into Equity Shares (2,54,183 nos) upon exercise of option by the Company.

Note 2 :- During the year, the Company has acquired additional 5,00,000 shares at a cost of Rs.2,759.87 lakhs.

Note 3 :- During the year, the Company acquired 55% of Equity Shares of Alembic City Limited ( Earlier known as Alembic Exports Limited) resulting into it becoming a wholly owned subsidiary of the Company.

e) The rights, preferences and restrictions including restrictions on the distribution of dividends and the repayment of capital;

The Company is having only one class of shares i.e Equity carrying a nominal value of Rs.2/- per share. Every holder of the equity share of the Company is entitled to one vote per share held. In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after the distribution / repayment of all creditors. The distribution to the equity shareholders will be in proportion of the number of shares held by each shareholder.

The Company declares and pays dividend as approved by the shareholders at the Annual General Meeting. During the year ended 3I st March, 2018 an amount of Rs.0.20 of dividend per equity share was paid for Financial Year 2016-I7.

g) Shares allotted as fully paid up (during 5 years preceeding March 31, 2018)

In the Financial Year 2013-14, the Company has allotted 13,35,I5,914 equity shares as fully paid up bonus shares by capitalisation of General Reserves Rs.2,670.32 lakhs.

h) Buy-back of Shares

The Board of Directors of the Company had approved the proposal for Buy-back of Equity Shares at its meeting held on 23rd January, 2018. The same was approved by the members through Postal Ballot, the result of which was declared on I2th March, 2018. In furtherance to the said approval, the Company has completed the settlement for Buy-back of 1,02,50,000 Equity Shares of Rs.2/- each (representing 3.84 % of total pre Buy-back paid up Equity Capital) from the shareholders on a proportionate basis by way of a tender offer at a price of Rs.80/- per Equity Share for an aggregate amount of Rs.82 crores, on 9th May, 2018 in accordance with the provisions of the Companies Act, 2013 and the SEBI (Buy Back of Securities) Regulations, I998.

A Disclosure pursuant to Ind AS 17 - Leases:

The Company has obtained premises for its business operations under operating lease or leave and license agreements. These are not non-cancellable and are renewable by mutual consent on mutually agreeable terms.

Lease payments are recognised in Statement of Profit and Loss under the head “Rent Expense” in note no 30.

B Corporate Social Responsibility (CSR):

As per section I35 of the Companies Act , 2013 , a CSR committee has been formed by the Company.The areas for CSR activities are promoting education, art and culture, healthcare, destitute care and rehabilitation and rural development projects as specified in Schedule VII of the Companies Act, 2013.The details of amount required to be spent and actual expenses spent during the year is as under:

C Details of Hypothecation of Assets:

Inventory and Debtors are Hypothecated as security for working capital borrowings.

D Disclosure related to Micro, Small & Medium Enterprises:

On the basis of confirmation obtained from the supplier who have registered themselves under the Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Company, there is no principal or interest remaining unpaid to any Micro,Small & Medium Enterprise Suppliers.

E SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015:

Disclosures are required under Regulation 34 (3) read with schedule V of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 have not been given as there are no such transactions with any such party.

F Information on Dividend for the year ended March 31, 2018:

Dividends proposed or declared after the balance sheet date but before the financial statements have been approved by the Board of Director for issue are not recognised as a liability at the balance sheet date.

The Board of Director recommended final dividend of '' 0.20 per equity share for the financial year ended on March 3I, 2018. The payment is subject to approval of share holder in ensuing Annual General Meeting of the Company. (Previous year '' 0.20 per equity share).

G Inter Reserve transfer:

In previous year, Rs.9,007.00 Lakhs were transferred from Business Restructuring Reserve to General Reserve as permitted in the scheme of arrangement in respect of losses of Vadodara undertaking of the Company.

Estimation of fair value: Method of Estimation

In the absence of valuation reports, the Company has used the government registration rates for the purpose of determining the fair value of Land and Buildings.

There are no contractual obligations to purchase, construct or develop investment property.

* Includes Rental Income of Rs.38.23 Lakhs of the premises for which completion certificate is yet to be received from requisite authority.

Level 1: Level I hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between levels I and 2 during the year.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period.

ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of the remaining financial instruments is determined using discounted analysis

v) Valuation Processes

Valuation of unquoted equity shares/preference shares is done by an external valuation agency.

The main level 3 inputs for unlisted equity securities used by the Company are derived and evaluated as follows:

Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

Changes in level 2 and 3 fair values are analysed at the end of each reporting period.

H. Financial Risk Management:

The Company has exposure to credit risk, liquidity risk and market risk arising from financial instruments.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Company’s activities.

The Company monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

a. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, loans and investments. Credit risk is managed through continuous monitoring of receivables and follow up for overdues.

Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter parties, and does not have any significant concentration of exposures to specific industry sector or specific country risks.

Trade Receivables

The Company has used Expected Credit Loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data to credit losses from various customers.

b. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

Maturities of Financial Liabilities

The table herewith analyse the Company’s Financial Liabilities into relevant maturity groupings based on there contractual maturities for:

The amount disclosed in the table are the contractual undiscounted cash flows. Balance dues within the I2 months equal there carrying balances as the impact of discounting is not significant.

c. Market Risk

1. Price Risk

The Company is mainly exposed to the price risk due to its investment in equity instruments and equity and debt mutual fund. The price risk arises due to unascertainity about the future market value of these investments.

Management Policy

The Company maintains its portfolio in accordance with framework set by risk management policies.

2. Currency Risk

The Company has no significant exposure to export revenue and import of raw material and property, plant and equipments so the Company is not subject to significant risk that changes in foreign currency value impact.

I. Capital Management:

Risk management

For the purpose of Company’s Capital Management, equity includes equity share capital and all other equity reserves attributable to the equity holders of the Company. The Company manages its capital to optimise returns to the share holders and make adjustments to it in light of changes in economic conditions or its business requirements. The Company’s objective is to safe guard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to share holders through continuing growth and maximise the share holders value. The Company funds its operations through internal accruals. The Management and Board of Directors monitor the return of capital as well as the level of dividend to share holders.

J. Segment Reporting:

Primary Segment

The Company has identified “Active Pharmaceutical Ingredient (API)” and “Real Estate” as the primary reportable segment.

Part-III

Amount of revenue from major external customer of API Division Rs.5,777.87 Lakhs (Previous year Rs.5,736.73 Lakhs)

K. Commission to Director:

Managerial Remuneration of '' II0.00 lakhs to the Non-Executive Director is subject to approval of the Company in ensuing General Meeting and will be paid on obtaining of the said approval.

L. The previous year’s figures have been regrouped / rearranged wherever necessary to make it comparable with the current year.

M. These Financial Statements were authorised for issue in accordance with the resolution of the Board of Directors in its meeting held on I7^th May, 2018.

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Mar 31, 2016

a) Basis of Preparation of Financial Statements:

The Financial Statements of the Company have been prepared and presented in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) under the Historical Cost Convention on an accrual basis of accounting. The Company has prepared Financial Statements to comply in all material respects with the Accounting Standards specified under section I33 of the Companies Act, 20I3 read with rule 7 of Companies (Accounts) Rules, 20I4.

The Accounting Policies adopted in the preparation of Financial Statements are consistent with those of previous year.

b) Use of Estimates and Judgments:

In preparation of the Financial Statements, in conformity with Indian GAAP the management is required to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent liabilities on the date of the Financial Statements and the reported amount of revenues and expenses for the year. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty of these assumptions and estimates could result in the outcomes different from the estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in the current and future periods.

c) Fixed Assets:

Fixed Assets are recorded at cost of acquisition / construction less accumulated depreciation and impairment losses, if any. Cost comprises of the purchase price net of Convert, Service Tax and Value Added Tax and any attributable cost of bringing the assets to its working condition for its intended use. Certain Fixed Assets have been revalued and have been restated at a net book value including the net increase / decrease in the original net value of the assets as per the approved scheme of arrangement.

Components of an asset are separated where their value is significant in relation to the total value of the asset and where those components have different useful lives to the remainder of the asset.

Where a component is replaced or restored, the carrying amount of the old component will be derecognized and value of new component / restoration cost will be added. Where the carrying value of the derecognized/replaced component is not known a best estimate will be determined by reference to the current cost.

Assets with a gross cost of Rs. 50 lacs and above will be considered for componentization. Of those assets, for the purpose of determining a ‘significant’ component of an asset, components with a value of 20% and more in relation to the overall value of the asset will be considered and then only if the component has a significant different useful life for depreciation purposes so as to result in depreciation expense that differ materially from the depreciation expenses had the asset not been componentized.

d) Depreciation / Amortization:

Depreciation on Fixed Assets is provided on Straight Line Basis as per the useful life prescribed in schedule II of the Companies Act, 20I3, except for certain assets that have been revalued and restated, Depreciation on these assets has been provided on the net restated books value prospectively over the remaining useful life as per Schedule II of Companies Act., 20I3.

Fixed assets pertaining to Real estate division of company are depreciated considering its useful life of three years.

e) Borrowing Cost :

Borrowing Costs directly attributable to the acquisition and construction of an asset which takes a substantial period of time to get ready for their intended use are capitalised as part of the cost of such assets until such time the asset is ready for its intended use.

All other borrowing costs are regonised in the statement of profit and Loss in the period they are incurred.

f) Investments:

Investments are classified into Current and Long Term Investments. Current Investments are valued at lower of cost and fair value. Long Term Investments are stated at cost less provision, if any, for decline other than temporary in their value.

g) Inventories:

All Inventories are valued at lower of cost and net realisable value.

Raw Materials, Stores and Spares & Packing Material are valued at lower of cost determined on weighted average basis and net realisable value.

Work in process is valued at lower of cost and net realisable value.

Finished Goods are valued at lower of cost including excise payable thereon and net realizable value.

Traded Goods are valued at lower of Purchase price and net realizable value.

Slow moving Raw Materials, Stores & Spares are valued at estimated net realizable value.

Construction work in progress is valued at cost and net realizable value whichever is lower. The cost is determined considering proportionate, costs of a) value of land, b) direct construction cost, c) development expenses and d) attributable indirect expenses.

h) Revenue from Operations:

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliabily measured.

Revenue is recognised when the significant risks and rewards of the ownership of the goods have been passed to the buyer. Sales are disclosed inclusive of excise duty, but net of sales return, service tax, value added tax and CST.

Income from operations includes revenue earned on account of job work income and rent income which is accounted as per the terms agreed with the customers.

Export benefits available under prevalent schemes are accounted to the extent considered receivable.

Revenue from Real Estate Projects is recognized based on sold areas as per the percentage completion method. The stage of completion is determined as per the proportion of the cost of construction and development actually incurred till reporting date and the total estimated cost of construction and development of the project. The total estimated cost of the project are estimated based on the technical and other estimates of saleable areas, costs, etc. The estimates costs are revised periodically by the management. The effect of such changes to estimates is recognized in the period such changes are determined.

i) Foreign Exchange Transactions:

Foreign Currency transactions are initially recorded at the rate of exchange prevailing on the date of transaction. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are converted at year end exchange rates.

The difference in conversion of monetary assets & liabilities and realized gains & losses on foreign exchange transaction are recognized in the Statement of Profit and Loss. j) Employee benefits:

Defined Contribution plan

Contribution to pension fund, Superannuation payable as per superannuation scheme is provided by payment to superannuation trust fund, administered by ICICI Prudential Life Insurance Company Ltd. and ESIC and labour welfare fund are recognised as an expense in the statement of profit and loss.

Defined Benefit plan

The Company’s contribution to provident fund, administered through a Company managed trust, is recognised as an expense in the Statement of Profit and Loss.

The gratuity liability, actuarially valued, is funded through the scheme administered by the Life Insurance Corporation of India (LIC) and HDFC Standard Life Insurance and the amounts paid / provided under the scheme are charged to Statement of Profit and Loss.

Accumulated leave liability (other than sick leave) as at the year end is provided as per actuarial valuation. Accumulated sick leave is provided for at actual in the Statement of Profit and Loss.

k) Taxes on Income:

Provision for taxation comprises of Current Tax and Deferred Tax. Current Tax provision has been made on the basis of reliefs and deductions available under the Income Tax Act, 1961. Deferred Tax resulting from “timing differences” between taxable and accounting income is accounted in accordance with Accounting Standard 22 (AS-22) “Accounting for taxes on income” notified under the Companies (Accounts ) Rules, 2014, using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The Deferred Tax Asset is recognised and carried forward only to the extent that there is a reasonable certainty that the assets can be realised in future. However, where there is unabsorbed depreciation or carry forward losses under taxation laws, Deferred Tax Assets are recognized only if there is virtual certainty of realisation of such assets. Deferred Tax Assets are reviewed as at each Balance Sheet date to reassess its realisation.

The benefit of credit against the payment made towards MAT for the earlier years is available in accordance with the provisions of section II5J (AA) of Income Tax Act, 1961 over a period of subsequent 10 assessment year and same will be accounted for when actually realised.

l) Provisions, Contingent Liabilities and Contingent Assets:

Provisions are recognised only when there is a present obligation as a result of past events and when a reliable estimate of the amount of the obligation can be made. Contingent liability is disclosed for (i) Possible obligations which will be confirmed only by the future events not wholly within the control of the company or (ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation can not be made. Contingent Assets are not recognised in the financial statements.

m) Impairment of assets :

In accordance with Accounting Standard 28 (AS 28) on ‘Impairment of Assets’ where there is an indication of impairment of the Company’s assets, the carrying amounts of the Company’s assets are reviewed at each Balance Sheet date to determine whether there is any impairment. The recoverable amount of the assets (or where applicable that of the cash generating unit to which the asset belongs) is estimated at the higher of its net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of the assets and from its disposal at the end of its useful life. An impairment loss is recognised whenever the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount. Impairment loss is recognized in the Statement of the Profit and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the lower of recoverable amount and the carrying amount that would have been determined had no impairment loss being recognised.

n) Earnings per share :

Basic and diluted earnings per share are computed by dividing the Net Profit after tax attributable to equity shareholders for the year, with the weighted average number of equity shares outstanding during the year.

VI As per information / documents available with the Company, there are no amounts payable to Micro, Small & Medium Enterprises. Hence information as per requirement of section 22 of Micro, Small & Medium Enterprises Development Act, 2006, is not given.

VII Segment Reporting

Primary Segment

The Company has identified “API” and “Real Estate” as the primary reportable segment.

Disclosures persuant to AS-17 i.e. Segment Reporting is as under:

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Mar 31, 2015

(a) The rights, preferences and restrictions including restrictions on the distribution of dividends and the repayment of capital

The company is having only one class of shares i.e Equity carrying a nominal value of Rs. 2/- per share Every holder of the equity share of the Company is entitled to one vote per share held

In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after the distribution / repayment of all creditors. The distribution to the equity shareholders will be in proportion of the number of shares held by each shareholder

The Company declares and pays dividend on the equity shares in Indian Rupees. Dividend proposed by the Board of Directors is subject to approval of the shareholders at the ensuing Annual General Meeting

During the year ended 31st March, 2015 an amount of Rs. 0.15 per equity share was proposed for dividend to the equity shareholders ( PY Rs. 0.15 per equity share)

(b) Shares in the company held by each shareholder holding more than 5 percent shares specifying the number of shares held

Capital Reserve

The company has converted part of Land as Stock in Trade, the conversion has been done at fair market value of Rs. 1594 lacs based on report from approved valuer. The revaluation surplus has been credited to the capital reserve account. Accordingly the said land has been part of Work in Process Real Estate and shown as reduction from fixed assets.

Notes:

1 Sales proceeds are deducted from gross cost where cost is unascertainable.

2 Buildings : include Rs. 2,500/- (Rs. 2,500/-) being cost of bonds of Morning Star Co-Op. Housing Society Ltd.

3 No Depreciation has been claimed on assets to the extent of Cenvat claimed.

4 Certain office premises which were earlier used for Company own operations, have now been given on lease, as the Company does not have immediate usage of these premises in view of demerger and down size operations of its plant. These office premises continue to be included in the fixed assets of the Company.

5 ** Of the above Rs. 6.28 lacs (Rs. 6.29 lacs) has been transferred to Cost of Construction in the statement of Profit and Loss.

6 Pursuant to the provisions of Companies Act, 2013 (the Act) becoming effective from 01.04.2014, the Company has adopted the specified useful life of its Fixed Assets as per schedule II to the Act and consequently, a) the depreciation for the year is lower by Rs. 73.70 lacs b) depreciation charge in respect of earlier years amounting to Rs.. 259.26 lacs (Net of Tax Rs. 171.14 lacs) has been adjusted from the General Reserve of the Company,

II Contingent liabilities not provided for

(a) Wage revision and reinstatement of employees and other demands

Unascertained Unascertained

(b) Letter of credit and guarantees 447.84 393.59

(c) Liabilities Disputed in appeals

- Excise duty 563.20 413.35

- Sales Tax 132.68 226.45

- Income tax 702.86 729.36

- Green Cess 15.99 11.24

(d) Claims against the company not 4,882.87 3,555.76 acknowledged as debt

VI As per information / documents available with the Company, there are no amounts payable to Micro, Small & Medium Enterprises. Hence information as per requirement of section 22 of Micro, Small & Medium Enterprises Development Act, 2006, not given.

VII Segment Reporting Primary Segment

The Company has identified "API" and "Real Estate" as the primary reportable segment.

Disclosure persuant to AS-17 i.e. Segment Reporting

VIII Disclosures in respect of Related Parties pursuant to Accounting standard - AS 18 - issued by the Institute of Chartered Accountants of India are as follows.

List of Related Parties with whom the Company has entered into transactions during the year.

(a) Controlling Companies: There is no controlling Company

(b) Subsidiary and Fellow Subsidiary: There is no Subsidiary Company

(c) Associate Companies:

1 Alembic Pharmaceuticals Ltd. 6 Paushak Ltd.

2 Sierra Healthcare Ltd. 7 Alembic Export Ltd.

3 Nirayu Pvt. Ltd. 8 Whitefield Chemtech Pvt. Ltd.

4 Quick Flight Ltd. 9 Sierra Investments Ltd.

5 Shreno Ltd.

(d) Key Management personnel

1 Shri Udit Amin Director & President, Operations

(e) Relatives of Key Management Personnel :

1 Shri Chirayu Amin 4 Shri Shaunak Amin

2 Smt. Malika Amin

3 Shri Pranav Amin

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Mar 31, 2014

Rs. in lacs

As at 31st March,

2014 2013

I Estimated amount of contracts (net of advances) remaining to be executed on capital accounts 270.21 179.42

II Contingent liabilities not provided for.

i Wage revision and reinstatement of employees and other demands Unascertained Unascertained

ii Letter of credit, Guarantees and counter guarantees 393.59 752.96

iii Liabilities Disputed in appeals

- Excise duty 413.35 412.50

- Sales Tax 226.45 242.21

- Income tax 729.36 740.69

- Green Cess 11.24 -

iv Claims against the Company not acknowledged as debt 3,555.76 -

v Non fulfillment of export obligation against advance licence - 91.03

III The remuneration paid to Managerial personnel / Whole Time Director for Financial Year 11-12 was in excess of the remuneratioi prescribed under schedule XIII to the Companies Act, 1956. The Company in Financial Year 11-12 has applied for the necessar approval from the Central Government for the excess paid remuneration in the prescribed limits. Central Government has partiall approved the waiver of the excess remuneration paid, however the Company has again represented to the Central Government fo full waiver of the same and the same is under consideration of the Central Government.

X Listing Agreement clause 32 disclosure

Disclosures as required under clause 32 of listing agreement have not been given as there are no such transactions with any such party / Employee.

XVII The previous year''s figure have been regrouped / rearranged wherever necessary to make it comparable with the current year.

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Mar 31, 2013

I The remuneration paid to Managerial / Whole Time Director for Financial Year 11-12 was in excess of the remuneration prescribed under schedule XIII to the Companies Act, 1956 The Company has applied for the necessary approval from the Central Government for the excess paid remuneration in the prescribed limits. The application is pending for approval with the Central Government.

ii Disclosure pursuant to AS-7 i.e. Construction Contracts in relation to Samsara Project of the Company - Real Estate Business

iii. As per information / documents available with the Company, there are no small scale undertaking. Hence information as per requirement of section 22 of Micro, Small & Medium Enterprises Development Act, 2006, not given. viii. Segment Reporting

Primary Segment

The Company has identified ''API" and "Real Estate" as the primary reportable segment.

Disclosure pursuant to AS-17 i.e. Segment Reporting

iv Listing Agreement clause 32 disclosure

Disclosures as required under clause 32 of listing agreement have not been given as there are no such transactions with any such party / Employee.

v The previous year''s figures have been regrouped / rearranged wherever necessary to make it comparable with the current year.

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Mar 31, 2012

I There was lack of Government support for levying anti-dumping duty despite efforts of the Company. Hence, the Company has suspended the production of "Penicillin-' as import from China have resulted in unviable prices.

The Company is in process of exploring other alternative options to utilize its manufacturing capacity.

ii The remuneration paid to Managerial / Whole Time Director is in excess of the remuneration prescribed under schedule XIII to the Companies Act, I956 .The Company is in process of making an application for the necessary approval from the Central Government for the excess paid remuneration in the prescribed limits.

iii. As per information / documents available with the Company, there are no small scale undertaking. Hence information as per requirement of section 22 of Micro, Small & Medium Enterprises Development Act, 2006, not given.

iv. Segment Reporting

Primary Segment

The Company has identified "Pharmaceuticals" and "Real Estate" as the primary reportable segment.

The Company has started a real estate project for residential use. The project is in initial stage and no revenue / profit is recognized in the current quarter / period and therefore, the Company has reported only pharmaceutical segment in accordance with the Accounting Standard on Segment Reporting (AS-I7).

In view of the inter-woven/inter-mixed nature of business and manufacturing facility, other secondary segmental information is not ascertainable.

v Listing Agreement clause 32 disclosure

Disclosures as required under clause 32 of listing agreement have not been given as there are no such transactions with any such party / Employee.

vi During the year ended 3Ist March, 20I2 the revised schedule VI notified under the Companies Act, I956 has become applicable to the Company for perpetration and presentation of its financial statement. The adoption of revised schedule VI does not impact recombination and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The company has also reclassified the previous year's figures in accordance with the requirements applicable in the current year. In view of this reclassification certain figures of current year are not strictly comparable with those of the previous year.

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Mar 31, 2011

1. Basis of Preparation of Accounts

The 'Pharmaceutical undertaking' of Alembic Limited got demerged and transferred to Alembic Pharmaceuticals Limited with effect from 01.04.2010 (the appointed date) in pursuance to the Scheme of Arrangement as approved by the Hon'ble Gujarat High Court. Accordingly these financial statements do not include the Financial Statement of the said 'Pharmaceutical undertaking' of Alembic Limited for the period from 01-04-2010 to 31-03-2011.

Further, these Financial Statements have been extracted from the books of account and records maintained by Alembic Limited jointly with its Pharmaceutical undertaking i.e. Resulting Company in the SAP ERP system. This extraction and compliation is as envisaged by the scheme and on the basis of various allocation made as under:

Profit and Loss Account

i) All the direct and specifically identifiable revenue and expense items such as Sales, Material Consumption, Manufacturing Cost, Employee Cost, Research and Development Expenses etc. have been taken at actual based on SAP profit center/cost center data.

ii) All Corporate Overheads (not restricted to or pertaining to any specific business) have been allocated on total turnover ratio.

iii) All API marketing expenses have been allocated on API turnover ratio except freight charges and foreign travel expenses which have been allocated on API export turnover ratio.

iv) Interest Expense / Income identifiable have been allocated at actual and common interest cost was allocated as under

a) Interest on short term loan has been allocated based on asset ratio

b) Interest on PCFC has been allocated based on total export turnover ratio

Balance Sheet

i) All direct and specifically identifiable assets such as Fixed Assets, Investments, Current Assets, Debtors, Inventories and others have been considered at actual as per SAP records.

ii) Common Secured & Unsecured loans were allocated on the basis of Asset taken over ratio. Within the total allocated amount, Fixed Deposits and Commercial Papers were allocated to Resulting Company as the same are to be serviced by Resulting Company and the balancing figures were retained for short term loans.

iii) Bank Account for dividend warrant considered for Demerged Company, rest have been allocated based on Asset Ratio. FD pledged with Banks has been considered for Resulting Company.

iv) Loans & Advances

a) Advance Tax and Provision for Taxation up to 31st March, 2010 was retained in Demerged Company as per the Scheme. Current year advance tax and provision was identified based on taxable income and therefore was allocated to Resulting Company.

b) TDS receivable of the current year was identified and allocated to companies where the relevant income was booked.

c) Inter company deposits given were considered for Resulting Company only.

v) Current liabilities which were identifiable have been considered at actual as per SAP records. Others have been taken in rationally allocated manner.

vi) All direct and specific identifiable Reserves have been considered at Actual and others as per Scheme of arrangement.

2. The Company has converted a part of the land as stock in trade with a view to exploit it as a part of its Real Estate business. The conversion has been done at a fair market value of Rs. 3,109.64 lacs for the land based on report from approved valuers. The revaluation surplus has been credited to the revaluation reserve.

3. As per Scheme of Arrangement duly approved by the Honourable High Court of Gujarat, as on the appointed date i.e.1.4.2010, the Company has revalued assets of its Vadodara undertaking and the net increase in net book value of the assets including out of the revaluation of Land appurtenant thereto has firstly been credited to ‘Revaluation Reserve’ and thereafter has been renamed as ‘Business Restructuring Reserve’ and such Reserve shall be available to meet the costs, expenses and losses,including on account of impairment of or write down of assets of the Vadodara undertaking which may be suffered by the Company pursuant to this Scheme or otherwise in course of its business or in carrying out such re-organization of Vadodara undertaking or any of its subsidiaries as the Company considers necessary or appropriate. Such Reserve shall be arising out of the Scheme and shall not be considered as a reserve created by the Company.

The said accounting treatment of crediting the net increase in the net book value of the assets to the Revaluation Reserve has been as approved in the Scheme but it is different from the one that is prescribed under Accounting Standard 10 i.e. “Accounting of Fixed Assets”.As prescribed in AS-10, the downward revaluation has to be charged off to Profit and Loss Account and the upward revaluation has to be credited to Revaluation Reserve.

The above treatment has resulted in to a lower charges of Rs. 52.75 Crores to the Profit and Loss Account and the Revaluation Reserve / Business Restructuring Reserve is shown lower by a like amount.

Depreciation, hereafter will be charged on the revalued amount of the assets.

4. In pursuance of Honourable Gujarat High Court’s Order, the Pharmaceutical Undertaking of the Company is demerged and transferred to Alembic Pharmaceuticals Limited w.e.f. appointed date 1st April 2010. Accordingly, above results do not include results of said pharmaceutical undertaking. As a result of such transfer of business, current year’s figures are not comparable with the previous year.

5. Alembic Pharmaceuticals Limited (APL) was wholly owned subsidiary of the Company as on 31/3/2011. Consequent upon allotment of 13,35,15,914 equity shares of Rs.2/- each to the shareholders of Alembic Limited on 15/4/2011, as per the Scheme of Arrangement, the shareholding of the Company in APL has reduced from 100% to 29.18%. Since the Scheme of Arrangement is effective from the appointed date i.e. 01/04/2010 pursuant to the order of the Hon’ble High Court, the results of APL have not been consolidated with the Company’s results.

(Rs in Lacs)

As at 31st March, 2011 2010

6 Estimated amount of contracts remaining to be executed on capital accounts 69.06 953.08

8 Contingent liabilities not provided for.

i Wage revision and reinstatement of emplo yees and other demands Unascer Unascer tained tained

ii Letter of credit, Guarantees and counte r guarantees 329.98 4,412.35

iii Liabilities Disputed in appeals

- Excise duty 385.25 1,015.22

- Sales Tax 242.21 446.14

iv Claims against the company not acknowleged as debt 3.00 114.10

v Disputed liability in respect of Ministry of Industry, Department of - 34.93 Chemicals and Petrochemicals in respect of price of Rifampicin allowed in formulations and landed cost of import.

vi Income tax 669.20 757.22

vii Non fulfilment of export obligation again st advance licence 104.26 250.95

viii Contingent liability in respect of US$ 2 million being receipts against - 898.40 transfer of IP rights of a product developed by Company pending relevant approvals from the USFDA

7. Segment Reporting

Primary Segment

The Company has identified “Pharmaceuticals” as the only primary reportable segment.

In view of the inter-woven/inter-mixed nature of business and manufacturing facility, other secondary segmental information is not ascertainable.

8 Disclosures in respect of Related Parties pursuant to Accounting standard - AS 18 - issued by the Institute of Chartered Accountants of India are as follows.

List of Related Parties with whom the Company has entered into transactions during the year.

(a) Controlling Companies: There is no controlling Company

(b) Subsidiary and Fellow Subsidiary: Alembic Pharmaceuticals Limited was a subsidiary of the Company as on 31st March, 2011 and consequent to the allotment of further shares as per the approved Scheme of Arrangement on 15th April, 2011, it ceased to be the subsidiary of the Company

(c) Associate Companies : 1 Alembic Pharmaceuticals Ltd. 6 Paushak Ltd.

2 Sierra Healthcare Ltd. 7 Alembic Export Ltd.

3 Nirayu Pvt. Ltd. 8 Viramya Packlight Ltd

4 Quick Flight Ltd. 9 Incozen Therapeutics Pvt. Ltd.

5 Shreno Ltd. 10 Rhizen Pharmaceuticals

11 Sierra Investments Ltd.

12 Whitefield Chemtech Pvt. Ltd.



(d) Key Management personnel :

1 Shri C .R. Amin Chairman

2 Smt M.C. Amin Whole-time Director

3 Shri Sanjay Bhatt Director & Company Secretary

(e) Relatives of Key Management Personnel :

1 Shri Pranav Amin 6 Ms.Ninochaka Kothari

2 Shri Shaunak Amin 7 Ms. Shreya Mukherjee

3 Shri Udit Amin 8 Mrs. Rajashri Bhatt

4 Ms. Yera Amin 9 Mr. Bhargav Bhatt

5 Ms. Jyoti Patel 10 Mr. Pranav Bhatt

9 Figure shown in brackets are corresponding figure of previous year.

10 Previous Year’s figures have been regrouped/re-arranged wherever necessary.

---

Mar 31, 2010

(Rs. in Lacs) As at 31st March, 2010 2009 1. Estimated amount of contracts remaining to be executed on capital 953.08 798.83 accounts 2. Contingent liabilities not provided for: i Wage revision and reinstatement of employees and other demands Unascerta- Unascerta- ined ined ii Letter of credit, Guarantees and counter guarantees 4,412.35 1,582.81 iii Liabilities Disputed in appeals: Excise duty 1,015.22 956.31 Sales Tax 446.14 452.81 iv Claims against the company not acknowleged as debt 114.10 94.35 v Disputed liability in respect of Ministry of Industry, Department of 34.93 34.93 Chemicals and Petrochemicals in respect of price of Rifampicin allowed in formulations and landed cost of import. vi Income tax 757.22 20.24 vii Non fulfilment of export obligation against advance licence 250.95 66.05 viii Contingent liability in respect of US$ 2 million being receipts against 898.40 - transfer of IP rights of a product developed by Company pending relevant approvals from the USFDA

3. The Company has invested in Incozen Therapeutics Pvt. Ltd. an Indian Company promoted by and eminent scientist, engaged in Research & Development in pharmaceutical field. The Company has an equity investment of 50%; however, there being no ‘significant influence’ on that Company as envisaged in AS-23 issued by ICAI, the investment has been accounted for in terms of AS-13 “Accounting for Investments”

4. Segment Reporting

Primary Segment

The Company has identified “Pharmaceuticals” as the only primary reportable segment.

In view of the inter-woven/inter-mixed nature of business and manufacturing facility, other secondary segmental information is not ascertainable.

5. Disclosures in respect of Related Parties pursuant to Accounting Standard - AS 18 - issued by the Institute of Chartered Accountants of India are as follows.

List of Related Parties with whom the Company has entered into transactions during the year.

(a) Controlling Companies: There is no controlling Company

(b) Subsidiary and Fellow Subsidiary: There is one Subsidiary Company called Alembic Global Holding SA.

(c) Associate Companies:

1. Purak Vinimay Ltd. 2. Sierra Investment Ltd. 3. Paushak Ltd. 4. Aavaran Ltd. 5. Light Publications Ltd. 6. Alembic Exports Ltd. 7. Nirayu Pvt. Ltd. 8. Viramya Packlight Ltd. 9. Whitefield Chemtech P. Ltd. 10. Shreno Ltd 11. Incozen Therapeutics Pvt Ltd. 12. Quick Flight Limited 13. Rizen Pharmaceuticals 14. Sierra Health Care

(d) Key Management personnel

1 Shri C .R. Amin Chairman and Managing Director

2 Smt M.C. Amin Whole-time Director

3 Shri R. K. Baheti Director, President-Finance & Company Secretary

4 Shri Pranav Amin Director & President-International Business

(e) Relatives of Key Management Personnel :

1 Shri S.C.Amin

2 Shri U.C.Amin

3 Ms. Jyoti Patel

4 Ms.Ninochaka Kothari

5 Shri Anup Kothari

6 Ms. Shreya Mukherjee

7 Ms. Yera Amin

8 Mrs. Barkha P Amin

9 Ms.Samira Amin

10 Shri Babubhai