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Alembic Pharmaceuticals Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

Your Directors have pleasure in presenting their 13th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2023.

1. Operations and State of Affairs of the Company:

(H In Crores)

Particulars

Standalone Basis

Consolidated Basis

2023

2022

2023

2022

For the year ended 31st March

Revenue from operations

5,149.00

5,035.41

5,652.62

5,305.79

Other Income

3.55

51.14

2.74

50.46

Profit for the year before Interest, Depreciation and Tax Less:

667.88

959.95

711.10

924.62

Interest (net)

49.00

17.02

50.17

17.73

Depreciation

272.95

284.92

275.43

286.78

Provision for Taxation

(0.79)

114.45

12.60

104.46

Share of (Profit)/Loss of Associates and Joint Venture

-

-

30.92

(5.28)

Net Profit for the year

346.73

543.55

341.99

520.94

Retained Earnings - Balance brought forward

2,632.89

2,440.83

2,554.39

2,384.94

Conversion of subsidiary into wholly owned subsidiary

-

(76.30)

-

(76.30)

Dividend paid on Equity Shares during the year

(196.56)

(275.19)

(196.56)

(275.19)

Transfer from General Reserve

868.63

-

868.63

-

Balance carried forward

3,651.68

2,632.89

3,568.44

2,554.39

The break-up of consolidated sales including export incentives is as under:

(H In Crores)

Particulars

2023

2022

Formulations India Branded Business

2,063.50

1,926.45

International Business

2,423.61

2,440.82

API India Business

250.17

192.57

International Business

915.34

745.95

Total

5,652.62

5,305.79

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").

2. I mpairment Review of the Capital Work-inProgress and Scheme of Arrangement:

The Company has provided detailed disclosure at note no. 27 to the Standalone Financial Statements about the Impairment Review of the Capital Work-in-Progress.

The Board also approved a Scheme of Arrangement between the Company and its shareholders, for reorganization of General Reserve of the Company, inter alia, providing for utilization of the amounts standing to the credit of the General Reserve, pursuant to the provisions of Section 230 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder ("Scheme") with the Appointed Date of 1st January, 2023.

The Scheme is subject to the approval of National Stock Exchange of India Limited ("NSE"), BSE Limited ("BSE") and Securities and Exchange Board of India Limited, the shareholders and creditors of the Company and other statutory and regulatory authorities, as may be required, including that of National Company Law Tribunal, Ahmedabad Bench.

3. Dividend:

The Board of Directors at their meeting held on 5th May, 2023 has recommended Dividend of H8/-(400%) per equity share having face value of H2/-each for the financial year 2022-23 as against the Dividend of H10/- (500%) per equity share having face value of H2/- each for the financial year 2021-22.

4. Management Discussion and Analysis Report:

T he Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. USFDA Audit:

0 ur Injectable and Opthalmic Facility (F-3) at Karkhadi was inspected by USFDA with 2 minor observations. As on date, the Establishment Inspection Report (EIR) is in place for all our USFDA facilities, except for F-4 facility at Jarod.

6. Financing:

T uring the year under review, the Company had issued commercial papers (CPs) to meet working capital requirements. As on 31st March, 2023, the outstanding amount of CPs was H100 Crore.

The other financing requirement of the Company has been met through working capital loans from multiple banks.

7. Subsidiaries, Associates and Joint Venture:

T statement containing the salient features of the financial statements of subsidiary/associate/ joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

1 n accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company,

www.aiembicpharmaceuticais.com Further, as per fourth proviso of the said section, audited annuai accounts of each of the subsidiary companies have aiso been piaced on the website of the Company. Sharehoiders interested in obtaining a physicai copy of the audited annuai accounts of the subsidiary companies may write to the Company Secretary requesting for the same.

8. Directors:

The Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee appointed Mr. Jai Diwanji (DIN: 00910410) as an Additionai Director designated as Independent Director of the Company w.e.f. 5th May, 2023.

I n accordance with the provisions of Section 152 and other appiicabie provisions, if any, of the Act and the ArticLes of Association of the Company, Mr. Pranav Amin (DIN: 00245099), Managing Director of the Company, wiii retire by rotation at the ensuing Annuai Generai Meeting and being eiigibie offers himseif for re-appointment.

9. Key Managerial Personnel:

T r. Chirayu Amin, Chairman & Chief Executive Officer, Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin, Managing Director, Mr. R. K. Baheti, Director - Finance & Chief Financiai Officer and Ms. Manisha Saraf, Company Secretary are Key Manageriai Personnei of the Company.

T uring the year under review, Mr. Charandeep Singh Saiuja resigned as Company Secretary & CompLiance Officer of the Company w.e.f 21st March, 2023. Ms. Manisha Saraf was appointed as Company Secretary and CompLiance Officer of the Company w.e.f 1st Aprii, 2023.

10. Meetings of the Board:

S even (7) Board Meetings were heid during the financiai year ended 31st March, 2023. The detaiis of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

11. Independent Directors:

T he Company has received deciarations/ confirmations from aii the Independent Directors of the Company as required under Section 149(7) of the Act read with RuLe 6 of the Companies (Appointment and Quaiification of Directors) RuLes, 2014 and ReguLation 25(8) of the SEBI Listing ReguLations, 2015.

12. Performance Evaluation:

S ursuant to the provisions of the Act, SEBI Listing ReguLations, 2015 and Nomination and Remuneration PoLicy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annuai performance evaiuation of the Board, its Committees and individuai Directors by way of individual and coLLective feedback from Directors. The Independent Directors have aiso carried out annuai performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria Laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

13. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Paresh Saraiya as Chairman, Mr. K. G. Ramanathan, Mr. Pranav Parikh, Dr. Archana Hingorani and Mr. Ashok Kumar Barat as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.

14. Vigil Mechanism/Whistle Blower Policy:

T ursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under: https://alembicpharmaceuticals.com/ wp-content/uploads/2022/02/05APL-Whistle-Blower-Policy.pdf

15. Internal Control Systems:

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations. The internal auditors'' team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee.

16. Corporate Social Responsibility:

Tlembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and

promoted various Non-Profit Organizations focusing on three major areas - Education, Healthcare and Rural Development.

I n compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure A.

17. Policy on Nomination and Remuneration:

I n compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company''s website. The web-link as required under the Act is as under:

https://alembicpharmaceuticals.com/

wp-content/uploads/2022/02/Nominafion-and-

Remuneration-Policy.pdf

T he salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Tolicy for appointment and removal of Director, KMP and Senior Management

4) Tolicy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Temuneration to Non-Executive/ Independent Director

18. Dividend Distribution Policy:

I n compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, 2015, the Company has laid down a Dividend Distribution Policy, which has been uploaded on

the Company''s website. The web-iink as required under SEBI Listing ReguLations, 2015 is as under: https://aiembicpharmaceuticais.com/ wp-content/upioads/2023/06/APL-Dividend-Distribution-Poiicy.pdf

19. Related Party Transactions:

R eiated party transactions that were entered into during the financial year were on arm''s Length basis and were in ordinary course of business. There were no related party transactions which couid be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with RuLe 8(2) of the Companies (Accounts) Rules, 2014.

Rhere are no materiaiiy significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

Rhe Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-iink as required under SEBI Listing Regulations, 2015 is as under: https://aiembicpharmaceuticais.com/ wp-content/upLoads/2022/02/RPT-Poiicy-l.pdf

20. Corporate Governance Report:

Rhe Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

Rhe certificate from M/s. Samdani Shah & Kabra, Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is attached to the Report on Corporate Governance.


21. Business Responsibility & Sustainability Report:

Rhe Business Responsibility & Sustainability Report as required under Regulation 34 of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

22. Listing of securities:

Rhe equity shares of the Company are Listed on BSE and NSE with security ID/symboL of APLLTD. The ISIN for equity shares is INE901L01018.

Rhe Company confirms that the annual Listing fees to both the stock exchanges for the financial year 2023-24 have been paid.

23. Loans, Guarantees or Investments:

R uring the year under review, the Company has not granted any Loans and given any Guarantees failing within the purview of the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the said provisions are provided in Note No. 5 of Notes to Standalone Financial Statements of the Company.

24. Auditors:

a) Statutory Auditors:

I n compliance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. K C Mehta & CO LLP, Chartered Accountants having Firm Registration No. 106237W/W100829 has been appointed as Statutory Auditors of the Company by the members at their 10th Annual General Meeting heid on 22nd July, 2020 to hold office for a term of five (5) years i.e. tiii the conclusion of Annual General Meeting for the financial year 2024-25.

Rhe Statutory Auditor''s in their Reports to the members, have issued their Audit Reports with Qualified opinion as mentioned under ''Basis for Qualified Opinion'' of their Reports.

The Company has provided the Statement on Impact of Audit Qualifications on Standalone Financial Statements and Consolidated Financial Statements as Annexure B to this Report which shall be treated as Board''s response.

T any other large and reputed listed companies have, in the past, followed similar accounting treatment in such situations.

b) Secretarial Auditors:

T he Board of Directors appointed

M/s. Samdani Shah & Kabra, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the financial year 2022-23, is annexed herewith as Annexure C.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

T uring the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

c) Cost Auditors:

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. Diwanji & Co., Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company relating to Bulk Drugs and Formulations for the financial year 2023-24.

d) Internal Auditors:

T he Board of Directors appointed

M/s. Sharp & Tannan Associates, Chartered

Accountants as Internal Auditors of the Company for the financial year 2023-24.

25. Risk Management:

The Company has constituted a Risk Management Committee and formulated Enterprise Risk Management Policy which functions as a guiding tool in fulfilling the management''s responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

26. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2023. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

27. Annual Return:

A copy of the Annual Return as required under Section 92(3) of the Act has been placed on the Company''s website. The web-link as required under Section 134(3)(a) of the Act is as under: https://alembicpharmaceuticals.com/ notices-correspondences-disclosures/

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D.

29. Particulars of employees and related disclosures:

D isclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E.

D statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

30. Other Disclosures:

a) Dhe Company has not accepted/renewed any deposits. Further, there has been no default in repayment of deposits or interest thereon on unclaimed deposits.

b) Dhe Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) D either the Managing Directors nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

d) D o significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

e) D o fraud has been reported by the Auditors to the Audit Committee or the Board.

f) Dhe Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.

g) D either application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

h) N o settlements have been done with banks or financial institutions.

31. Directors'' Responsibility Statement:

D ursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability,

confirm that:

a) i n preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) t hey have 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 and of the profit of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) t hey have devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

On behalf of the Board of Directors,

Chirayu Amin

Chairman & Chief Executive Officer (DIN: 00242549)

Date: 5th May, 2023 Place: London

Alembic Pharmaceuticals Limited

CIN: L24230GJ2010PLC061123

Regd. Office: Alembic Road, Vadodara - 390 003

Tel: 91 265 6637000

Website: www.alembicpharmaceuticals.com Email Id: [email protected]


Mar 31, 2022

Your Directors have pleasure in presenting their 12th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2022.

1. Operations and State of Affairs of the Company:

(H in Crores)

Particulars

Standalone Basis

Consolidated Basis

2022

2021#

2022

2021#

For the year ended 31st March

Revenue from Operations

5,03541

5,066.89

5,305.79

5,393.13

Other Income

51.14

83.90

5046

87.29

Profit for the year before Interest, Depreciation and Tax

959.95

1,533.25

924.62

1,567.58

Less:

Interest (net)

17.02

12.98

17.73

16.02

Depreciation

284.92

182.53

286.78

183.47

Provision for Taxation

11445

241.20

10446

253.32

Share of (Profit)/Loss of Associates and Joint Venture

-

-

(5.28)

(31.74)

Net Profit for the year

543.55

1,096.54

520.94

1,146.50

Retained Earnings - Balance brought forward

2,440.83

1,709.19

2,384.94

1,559.00

Less:

Effect of Amalgamation under "Common Control"

-

73.23

-

28.89

Conversion of Subsidary into Wholly Owned Subsidiary

76.30

76.30

Provision for Debenture Redemption

-

41.67

-

41.67

Dividend paid on Equity Shares during the year

275.19

-

275.19

-

Transfer to General Reserve

-

250.00

-

250.00

Balance carried forward

2,632.89

2,440.83

2,554.39

2,384.94

#Figures of previous year have been restated to give effect to the Scheme of Arrangement in the nature of Amalgamation of Aleor Dermaceuticals Limited with the Company.

The break-up of consolidated sales including export incentives is as under:

(H In Crores)

Particulars

2022

2021

Formulations

India Branded Business

1,926.45

1,496.65

International Business

2,440.82

2,941.78

API

India Business

192.57

182.18

International Business

745.95

772.51

Total

5,305.79

5,393.13

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").

2. Transfer to Reserves:

During the year under review, no amount was transferred to any of the reserves by the Company.

3. Dividend:

The Company paid an Interim Dividend of H10/-(500%) per equity share having face value of H2/-each for the financial year 2021-22 as against the Dividend of H14/- (700%) per equity share having face value of H2/- each for the financial year 2020-21. The aforesaid payment of Interim Dividend may be treated as Final Dividend.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. USFDA Audit:

Our Injectable Facility (F-3) at Karkhadi was inspected by USFDA with 10 observations. As on date, the Establishment Inspection Report (EIR) is in place for all our USFDA facilities. The EIR for F-3 has also come with a post application action letter.

6. Financing:

As on 31st March, 2022, the outstanding amount of unsecured rated listed redeemable

non-convertible debentures issued by the Company was H200 Crores. The same were fully redeemed on 25th April, 2022.

During the year under review, the Company had issued commercial papers (CPs) to meet working capital requirements. As on 31st March, 2022, there are outstanding CPs of H250 Crores.

The other financing requirement of the Company has been met through working capital loans from multiple banks.

7. Subsidiaries, Associates and Joint Venture:

During the year under review, the Company acquired the balance 40% stake held by the joint venture partner in Aieor Dermaceuticais Limited ("Aieor"). Pursuant to said acquisition, Aieor became a wholly owned subsidiary of the Company.

A statement containing the salient features of the financial statements of subsidiary/associate/ joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.aiembicpharmaceuticais.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annuai accounts of the subsidiary companies may write to the Company Secretary requesting for the same.

8. Scheme of Arrangement:

The Board of Directors at their meeting held on 29th March, 2022, approved the Scheme of

Arrangement in the nature of Amalgamation of Aleor Dermaceuticals Limited, wholly owned subsidiary with the Company and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 read with rules framed thereunder ("Scheme") with the Appointed Date of 1st April, 2021. The said Scheme was approved by the equity shareholders, secured creditors and unsecured creditors at their respective meetings held on 14th June, 2022.

The said Scheme has been sanctioned by the Hon''ble National Company Law Tribunal, Ahmedabad Bench ("NCLT") vide its Order dated 29th August, 2022. The Scheme is now effective upon filing of the certified copy of the said Order with Registrar of Companies, Gujarat/Ministry of Corporate Affairs.

9. Directors:

During the year under review, the Company appointed Mr. Ashok Kumar Barat (DIN: 00492930) as an Additional Director designated as Independent Director of the Company w.e.f. 10th February, 2022. Further, the members approved his appointment as an Independent Director for a term of five (5) consecutive years from the date of his appointment as an Additional Director i.e. 10th February, 2022 to 9th February, 2027, by passing the Special Resolution through Postal Ballot on 17th March, 2022.

I n accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Shaunak Amin (DIN: 00245523), Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors at its meeting held on 2nd May, 2022 has re-appointed Mr. Shaunak Amin (DIN: 00245523) as Managing Director of the Company for a period of five (5) years, effective from 2nd May, 2023, subject to approval of the members at the ensuing Annual General Meeting.

10. Key Managerial Personnel:

Mr. Chirayu Amin, Chairman & Chief Executive Officer, Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin, Managing Director, Mr. R. K. Baheti, Director - Finance & Chief Financial Officer and Mr. Charandeep Singh Saluja, Company

Secretary are Key Managerial Personnel of the Company.

11. Meetings of the Board:

Five (5) Board Meetings were held during the financial year ended 31st March, 2022. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

12. Independent Directors:

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

13. Performance Evaluation:

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

14. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Paresh Saraiya as Chairman, Mr. K. G. Ramanathan, Mr. Pranav Parikh, Dr. Archana Hingorani and Mr. Ashok Kumar Barat as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

15. Vigil Mechanism/Whistle Blower Policy:

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under: https://aiembicpharmaceuticais.com/wp-content/upioads/2022/02/05APL-Whistie-Biower-Poiicy.pdf

16. Internal Control Systems:

The Company''s internal control procedures which includes internal financial controls, ensure compiiance with various poiicies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations. The internai auditors'' team carries out extensive audits throughout the year across aii locations and across aii functional areas and submits its reports to the Audit Committee of the Board of Directors.

17. Corporate Social Responsibility:

Aiembic Group has been proactiveiy carrying out CSR activities since more than fifty years. Aiembic Group has estabiished, nurtured and promoted various Non-Profit Organizations focusing on three major areas - Education, Heaithcare and Rurai Deveiopment.

In compiiance with requirements of Section 135 of the Act, the Company has iaid down a CSR Poiicy. The composition of the Committee, contents of CSR Poiicy and report on CSR activities carried out during the financiai year ended 31st March, 2022 in the format prescribed under the Companies (Corporate Sociai Responsibiiity Poiicy) Ruies, 2014 is annexed herewith as Annexure A.

18. Policy on Nomination and Remuneration:

In compiiance with the requirements of Section 178 of the Act and Reguiation 19 of the SEBI Listing Reguiations, 2015, the Company has iaid down a Nomination and Remuneration Poiicy which has been upioaded on the Company''s website. The web-iink as required under the Act is as under: https://aiembicpharmaceuticais.com/wp-content/upioads/2022/02/Nomination-and-Remuneration-Poiicy.pdf

The saiient features of the NRC Poiicy are as under:

1) Setting out the objectives of the Poiicy

2) Definitions for the purposes of the Poiicy

3) Poiicy for appointment and removai of Director, KMP and Senior Management

4) Poiicy reiating to the Remuneration for the Manageriai Personnei, KMP, Senior Management Personnei & other empioyees

5) Remuneration to Non-Executive/Independent Director

19. Dividend Distribution Policy:

In compiiance with the requirements of

Reguiation 43A of the SEBI Listing Reguiations, 2015, the Company has iaid down a Dividend Distribution Poiicy, which has been upioaded on the Company''s website. The web-iink as required under SEBI Listing Reguiations, 2015 is as under: https://aiembicpharmaceuticais.com/wp-content/upioads/2022/04/Dividend-Distribution-Poiicy.pdf

20. Related Party Transactions:

Reiated party transactions that were entered into during the financiai year were on arm''s iength basis and were in ordinary course of business. There are no materiaiiy significant reiated party transactions entered by the Company which may have potentiai conflict with the interest of the Company.

There are no materiai reiated party transactions which are not in ordinary course of business or which are not on arm''s iength basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Ruie 8(2) of the Companies (Accounts) Ruies, 2014.

The Board has approved a poiicy for reiated party transactions which has been upioaded on the Company''s website. The web-iink as required under SEBI Listing Reguiations, 2015 is as under:

https://aiembicpharmaceuticais.com/wp-

content/upioads/2022/02/RPT-Poiicy-1.pdf

21. Corporate Governance Report:

The Report on Corporate Governance as required under Reguiation 34 read with Scheduie V of the SEBI Listing Reguiations, 2015, forms part of this Annuai Report.

The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

22. Business Responsibility Report:

The Business Responsibility Report as required under Regulation 34 of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

23. Listing of securities:

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with security ID/symbol of APLLTD. The ISIN for equity shares is INE901L01018.

As on 31st March, 2022, the unsecured rated listed redeemable non-convertible debentures of the Company were listed on NSE under security ID APL22.

The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2022-23 have been paid.

24. Loans, Guarantees or Investments:

During the year under review, the Company has not granted any Loans and given any Guarantees falling within the purview of the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the said provisions are provided in Note No. 7 of Notes to Standalone Financial Statements of the Company.

25. Auditors:

a) Statutory Auditors:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. K C Mehta & Co LLP, Chartered Accountants having Firm Registration No. 106237W has been appointed as Statutory Auditors of the Company by the members at their 10th Annual General Meeting held on 22nd July, 2020 to hold office for a term of five (5) years i.e. till the conclusion of Annual General Meeting for the financial year 2024-25.

The Auditor''s Report for the financial year 2021-22 does not contain any qualification, reservation or

adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

b) Secretarial Auditors:

The Board of Directors appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the financial year 2021-22, is annexed herewith as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

c) Cost Auditors:

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. Diwanji & Co., Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company relating to Bulk Drugs and Formulations for the financial year 2022-23.

d) Internal Auditors:

The Board of Directors appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2022-23.

26. Risk Management:

The Company has constituted a Risk Management Committee and formulated Enterprise Risk Management Policy which functions as a guiding tool in fulfilling the management''s responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

27. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2022. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

28. Annual Return:

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been on the Company''s website. The web-link as required under the Act is as under:

https://aiembicpharmaceuticais.com/notices-

correspondences-disciosures/

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C.

30. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Manageriai Personnel) Rules, 2014, is annexed herewith as Annexure D.

A statement showing the names and particulars of the empioyees faiiing within the purview of Ruie 5(2) of the aforesaid ruies are provided in the Annuai Report. The Annuai Report is being sent to the members of the Company exciuding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same wiii be furnished on request in writing to the members.

31. Other Disclosures:

a) The Company has not accepted/renewed any deposits. Further, there has been no default in repayment of deposits or interest thereon on unciaimed deposits.

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) I n the opinion of the Board, the Independent Director appointed during the year is a person of integrity and possess expertise, experience and proficiency.

d) Neither the Managing Director nor the Whoie-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

f) No fraud has been reported by the Auditors to the Audit Committee or the Board.

g) The Company has in piace a Poiicy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workpiace (Prevention, Prohibition & Redressai) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no compiaint was received by the Company.

h) No application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

i) No settlements have been done with banks or financiai institutions.

32. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability,

confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) t hey have seiected such accounting poiicies and appiied them consistentiy 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 financiai year and of the profit of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.


Mar 31, 2019

Dear Members,

The Directors have pleasure in presenting their 9th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2019.

1. Operations and State of Affairs of the Company:

Rs. In Crores

Standalone Basis

Consolidated Basis

Particulars

2019

2018

2019

2018

For the year ended 31st March

Revenue from operator

3,660.27

2,945.26

3,934.68

3,130.81

Profit for the year before Interest, Depreciation and Tax

885.10

639.20

882.95

650.13

Less

Interest (net;

14.87

2.22

18.41

3.40

Depreciation

105.59

101.76

115.23

105.46

Provision for taxation

153.43

113.23

156.74

120.36

Share of (Profit) / Loss of Associates, Joint Venture

-

-

9.28

8.09

Non-controlling Interest

-

-

(1.08)

0.19

Net Profit for the year

611.21

421.99

584.37

412.63

Retained Earnings - Balance brought forward

919.76

691.58

937.00

718.18

Less:

Other Comprehensive Income

1.90

3.06

1.92

3.06

Provision for Debenture Redemption

41.67

-

41.67

-

Dividend paid on Equity Shares during the year (for 2017-18)

75.41

75.41

75.41

75.41

Corporate Dividend Tax paid during the year (for 2017-18)

15.50

15.34

15.50

15.34

Transfer to General Reserve

100.00

100.00

100.00

100.00

Balance carried forward

1,296.49

919.76

1,286.87

937.00

The break-up of consolidated sales including export incentives is as under:

Rs. In Crores

Particulars

2019

2018

Formulations

India

1,382.32

1,273.83

International

1,782.20

1,206.38

API

India

122.74

101.56

International

647.42

549.03

Total

3,934.68

3,130.81

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

2. Transfer to Reserves:

An amount of Rs. 100 Crores from the net profits for the financial year under review is proposed to be carried to General Reserves.

3. Dividend:

Your Directors recommend Dividend on Equity Shares at Rs. 5.50 per equity share (i.e. 275%) of face value Rs. 2/- each for the financial year ended 31st March, 2019 as against Rs. 4.00 per equity share (i.e. 200%) for the financial year ended 31st March, 2018.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. USFDA Audit:

During the year under review, our facilities successfully faced multiple USFDA inspection. As on date, Establishment Inspection Report (EIR) is in place for all our USFDA facilities.

6. Issue of Debentures:

During the year under review, the Company has issued and allotted Unsecured Rated Listed Redeemable Non-Convertible Debentures of Rs. 500 Crores in multiple tranches. The proceeds from the said issues were used for refinancing of existing debts and other business requirements of the Company.

7. Subsidiaries, Associates and Joint Venture:

A statement containing the salient features of the financial statements of subsidiary / associates / joint venture companies, as per Section 129(3) of the Companies Act, 2013, are part of the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembicpharmaceuticals.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary requesting for the same.

8. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shaunak Amin, Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The first term of office of Dr. Archana Hingorani as Independent Director will expire on 3rd February, 2020. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 8th May, 2019, has recommended her re-appointment as Independent Director of the Company for a second term of 5 (five) consecutive years, subject to the approval of the members by way of special resolution at the Annual General Meeting.

During the year under review, Mr. Milin Mehta, Independent Director resigned from the Board of the Company w.e.f. 22nd January, 2019 (close of working hours).

9. Key Managerial Personnel:

Mr. Chirayu Amin, Executive Chairman & CEO, Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin, Managing Director, Mr. R. K. Baheti, Director - Finance & CFO and Mr. Charandeep Singh Saluja, Company Secretary are Key Managerial Personnel of the Company.

During the year, Mr. Charandeep Singh Saluja was appointed as Company Secretary and Compliance Officer of the Company in place of Mr. Ajay Kumar Desai w.e.f. 1st June, 2018.

10. Meetings of the Board:

Six (6) Board Meetings were held during the financial year ended 31st March, 2019. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

11. Independent Directors:

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

12. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

- Fulfillment of the Independence Criteria and her independence from the management

b) For Executive Directors:

- Performance as Team Leader / Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

13. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Paresh Saraiya as Chairman, Mr. K. G. Ramanathan, Mr. Pranav Parikh and Dr. Archana Hingorani as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

14. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle-Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

15. Internal Control Systems:

The Company’s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisation’s pace of growth and increasing complexity of operations. The internal auditors’ team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

16. Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organisations focussing on three major areas -Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2019 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure A.

17. Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Company’s website. The web-link as required under Companies Act, 2013 is as under:https://www.alembicpharmaceuticals.com/wp-content/uploads/2019/05/Nomination-and-Remuneration-Policy.pdf

The salient features of the NRC Policy are as under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

During the year, the Company has made changes in the policy to bring them in line with the amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. Dividend Distribution Policy:

In compliance with the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Dividend Distribution Policy, which is annexed herewith as Annexure B and has been uploaded on the Company’s website. The web-link for the same is as under:http://www.alembicpharmaceuticals.com/wp-content/uploads/2016/07/Dividend%20Distribution%20Policy.pdf

19. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm’s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company’s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:http://www.aiembicpharmaceuticais.com/wp-content/uploads/2019/05/RPT-Policy.pdf

20. Corporate Governance:

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is annexed to the Report on Corporate Governance.

21. Fixed Deposits:

As on 31st March, 2019, there were unclaimed deposits amounting to Rs.0.05 Crore from 15 deposit holders which have been transferred to current liabilities. There has been no default in repayment of deposits or interest thereon. In the last 5 years, the Company has not accepted/renewed any deposits.

22. Listing of securities:

The Equity Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with security ID/symbol of APLLTD.

The Unsecured Rated Listed Redeemable Non-Convertible Debentures of the Company are listed on National Stock Exchange of India Limited (NSE) under separate security ID for each tranche.

The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2019-20 have been paid.

23. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure C.

24. Auditors:

a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Aiyar & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company by the members at their 4th Annual General Meeting held on 28th July, 2014 to hold office till the conclusion of Annual General Meeting (‘AGM’) for the FY 2018-19.

The Audit Committee and Board of Directors of the Company respectively at their meeting held on 8th May, 2019 proposed, subject to approval of the shareholders, the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants having Firm Registration No. 100186W as Statutory Auditors of the Company to hold office for their second term of only 1 (one) year i.e. from the conclusion of ensuing AGM till the conclusion of AGM for financial year 2019-20.

The Auditor’s Report for the financial year 2018-19 does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the financial statement in this Annual Report.

b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara, to conduct Secretarial Audit for the financial year 2019-20.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year 2018-19, is annexed herewith as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

c) Cost Auditors:

M/s. Diwanji & Co., Cost & Management Accountants, Vadodara, Cost Auditor of the Company has been appointed as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Formulations for the financial year 2019-20. The Company has made and maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

d) Internal Auditors:

The Board of Directors appointed M/s. Ernst & Young LLP, Chartered Accountants as Internal Auditors of the Company for the financial year 2019-20.

25. Risk Management:

The Company has voluntarily constituted a Risk Management Committee and formulated Enterprise Risk Management Policy which functions as a guiding tool in fulfilling the management’s responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

26. Directors’ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies as listed in Note 2 to the financial statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2019 and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

27. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2019. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

28. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure E and has been uploaded on the Company’s website. The web-link as required under Companies Act, 2013 is as under: http://www.alembicpharmaceuticals.com/noticescorrespondences/

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

30. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure G.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

31. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure H. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

32. Other Disclosures:

a) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

b) Neither the Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

d) No fraud has been reported by the Auditors to the Audit Committee or the Board.

e) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

On behalf of the Board of Directors,

Sd/-

Chirayu Amin

Chairman & Chief Executive Officer (DIN: 00242549)

Date: 8th May, 2019

Alembic Pharmaceuticals Limited

Regd. Office: Alembic Road, Vadodara - 390 003

Tel: 91 265-2280550 Fax: 91 265-2282506

Web: www.alembicpharmaceuticals.com

E-mail ID: [email protected]

CIN: L24230GJ2010PLC061123


Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 8th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2018.

1. Operations and State of Affairs of the Company:

Rs. in Crores

Standalone basis

Particulars

Consolidated Basis

2018

2017

For the year ended 31st March

2018

2017

639.20

635.81

Profit for the year before Interest, Depreciation and Tax

650.13

617.30

Adjusting therefrom:

2.22

3.21

Interest (net)

3.40

5.23

101.76

82.90

Depreciation

105.46

82.97

113.23

119.08

Provision for taxation

120.36

122.19

-

- Share of Profit/(Loss) of Associates, Joint Venture, Non-controlling Interest

(8.28)

(3.74)

(3.06)

(2.13)

Other Comprehensive Income

(3.20)

(4.67)

418.93

428.50

Total Comprehensive Income

409.43

398.50

691.58

653.84

Retained Earnings - Opening Balance

718.18

707.91

Add:

421.99

430.63

Profit for the year

412.63

403.16

Less:

75.41

75.41

Dividend paid on Equity Shares during the year

75.41

75.41

15.35

15.35

Corporate Dividend tax paid during the year

15.35

15.35

(3.06)

(2.13)

Other Comprehensive Income

(3.06)

(2.13)

100.00

300.00

Transfer to General Reserve

100.00

300.00

919.76

691.58

Balance carried forward to Balance Sheet

937.00

718.18

The break-up of consolidated sales including export incentives is as under:

Rs. in Crores

Particulars

F.Y. 2017-18

F.Y. 2016-17

Formulations

India

1,273.83

1,254.47

International

1,206.39

1,236.29

API

India

101.56

61.34

International

549.03

582.51

Total

3,130.81

3,134.61

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

2. Transfer to Reserves:

An amount of Rs.100 Crores from the net profits for the financial year under review is proposed to be carried to General Reserves.

3. Dividend:

Your Directors recommend Dividend at Rs.4.00 per equity share (i.e. 200%) of face value Rs.2/- each for the financial year ended 31st March, 2018 as against Rs.4.00 per equity share (i.e. 200%) for the financial year ended 31st March, 2017.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. USFDA Audit:

During the year under review, our following facilities were inspected and audited by USFDA:

a) Bioequivalence located at Vadodara without any observation.

b) Formulation Facility at Panelav with three observations. None of the observations were related to data integrity or repetitive in nature. The Company submitted its response on the observations with USFDA.

6. Subsidiaries, Associates and Joint Venture:

During the year under review, Orit Laboratories LLC and Okner Realty LLC became wholly-owned subsidiaries of the Company through its step down subsidiary. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembicpharmaceuticals.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s Registered Office.

7. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R. K. Baheti, Director - Finance & CFO of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors at its meeting held on 31st January, 2018, re-appointed Mr. Shaunak Amin as Managing Director for a period of five years, effective from 2nd May, 2018, subject to approval of the members at the Annual General Meeting.

The first term of office of Mr. K. G. Ramanathan, Mr. Pranav Parikh, Mr. Paresh Saraiya and Mr. Milin Mehta, as Independent Directors, will expire on 31st March, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 16th May, 2018 has recommended their re-appointment as Independent Directors of the Company for a second term of 5 (five) consecutive years, subject to the approval of the members by way of special resolution at the Annual General Meeting.

8. Key Managerial Personnel:

Mr. Chirayu Amin, Executive Chairman & CEO, Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin, Managing Director, Mr. R. K. Baheti, Director - Finance & CFO and Mr. Ajay Kumar Desai, Senior Vice President - Finance & Company Secretary are Key Managerial Personnel of the Company.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

b) For Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Paresh Saraiya as Chairman, Mr. Pranav Parikh, Mr. Milin Mehta and Dr. Archana Hingorani as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

13. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

14. Internal Control Systems:

The Company’s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization’s pace of growth and increasing complexity of operations. The internal auditors’ team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

15. Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organisations focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2018 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure A.

16. Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Company’s website. The web-link as required under Companies Act, 2013 is as under: http://www.alembicpharmaceuticals.com/wp-content/ uploads/2018/investors/Nomination-and-Remuneration-Policy.pdf

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management which includes:

a) Appointment criteria and qualifications.

b) Term/Tenure.

c) Guidelines for:

i) Evaluation;

ii) Removal;

iii) Retirement.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees, which includes:

a) General provisions relating to Remuneration.

b) Guidelines for:

i) Fixed Pay;

ii) Variable Pay;

iii) Commission;

iv) Minimum Remuneration;

v) Provisions for excess remuneration.

c) Separate criteria for remuneration to Company Secretary, Senior Management Personnel and other employees.

5) Remuneration to Non-Executive / Independent Director, with details regarding their:

a) General provisions relating to Remuneration

b) Guidelines for:

i) Sitting Fees;

ii) Commission.

c) Restriction on Stock options.

During the year, there is no change in the said policy.

17. Dividend Distribution Policy:

In compliance with the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Dividend Distribution Policy, which is annexed herewith as Annexure B and has been uploaded on the Company’s website. The web-link for the same is as under: http://www.alembicpharmaceuticals.com/wp-content/ uploads/2016/07/Dividend%20Distribution%20Policy.pdf

18. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm’s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company’s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: http://www.alembicpharmaceuticals.com/wp-content/uploads/2016/07/05APL-RPT-policy.pdf

19. Corporate Governance:

The Report on corporate governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

20. Fixed Deposits:

As on 31st March, 2018, there were unclaimed deposits amounting to Rs.0.06 Crore from 16 deposit holders which have been transferred to current liabilities. There has been no default in repayment of deposits or interest thereon. In the last 5 years, the Company has not accepted/ renewed any deposits.

21. Listing of shares:

The Equity Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with security ID/symbol of APLLTD. The Company confirms that the annual listing fees to both the stock exchanges for the F.Y. 2018-19 have been paid.

22. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure C.

23. Auditors:

a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Aiyar & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F.Y. 2018-19, as approved by the members at their 4th Annual General Meeting held on 28th July, 2014.

The Auditor’s Report for the F.Y. 2017-18 does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the financial statement in this Annual Report.

b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara, to conduct Secretarial Audit for the F.Y. 2018-19.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the F.Y. 2017-18, is annexed herewith as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has generally complied with all the applicable provisions of the Secretarial Standards.

c) Cost Auditors:

Mr. H. R. Kapadia, Cost Accountant, Vadodara, Cost Auditor of the Company has been appointed as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Formulations for the F.Y. 2018-19.

d) Internal Auditors:

The Board of Directors appointed M/s. Ernst & Young LLP, Chartered Accountants as Internal Auditors of the Company for the F.Y. 2018-19.

24. Risk Management:

The Company has voluntarily constituted a Risk Management Committee and formulated Enterprise Risk Management Policy which functions as a guiding tool in fulfilling the management’s responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company,

25. Directors’ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies as listed in Note 2 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

26. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

27. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the Company’s website. The web-link as required under Companies Act, 2013 is as under: http://www.alembicpharmaceuticals.com/ noticescorrespondences/

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

29. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure F.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

30. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure G. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

On behalf of the Board of Directors,

Sd/-

Chirayu Amin

Chairman & CEO

16th May, 2018

Alembic Pharmaceuticals Limited

Regd. Office: Alembic Road, Vadodara - 390 003

Tel: 91 265-2280550 Fax: 91 265-2282506

Web: www.alembicpharmaceuticals.com

Email ID: [email protected]

CIN: L24230GJ2010PLC061123


Mar 31, 2017

Dear Member’s

The Directors have pleasure in presenting their 7th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2017.

1. Operations and State of Affairs of the Company:

(Rs. In Crores)

Stand Alone basis

Particulars

Consolidated Basis

2017

2016

For the year ended 31st March

2017

2016

634.84

988.24

Profit for the year before Interest, Depreciation and Tax

616.26

1,012.20

Adjusting therefrom:

2.23

2.37

Interest (net)

4.20

3.68

82.90

71.86

Depreciation

82.97

72.21

119.08

215.28

Provision for taxation

122.19

216.12

(2.13)

(0.41)

Share of Loss of Associates, Joint Venture, Non-controlling Interest & Other Comprehensive Income

(5.87)

(0.56)

428.50

698.33

Total Comprehensive Income

401.03

719.63

-

-

Share of Reserves in Associates & Joint Venture

-

(8.26)

Adding thereto:

657.69

338.37

Balance brought forward from previous year

713.62

381.26

1,088.32

1,037.10

The amount available is

1,116.69

1,101.30

Appropriating there from:

75.41

65.98

Dividend paid on Equity Shares during the year

75.41

65.98

15.35

13.43

Corporate Dividend tax paid during the year

15.35

13.43

300.00

300.00

Transfer to General Reserve

300.00

300.00

697.56

657.69

Balance carried forward to Balance Sheet

726.02

713.62

The break-up of consolidated sales including export incentives is as under:

(Rs. In Crores)

Particulars

F.Y. 2016-17

F.Y. 2015-16

Formulations

India

1,254.47

1,175.96

International

1,236.29

1,461.50

API

India

57.66

50.52

International

582.51

474.42

Total

3,130.93

3,162.40

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013. The Company has adopted the Indian Accounting Standards (Ind AS) from 1st April, 2016. The comparative financial information of the Company for the year ended 31st March, 2016 have also been restated to comply with Ind AS.

2. Transfer to Reserves:

An amount of Rs.300 Crores from the net profits for the financial year under review is proposed to be carried to General Reserves.

3. Dividend:

Your Directors recommend Dividend on Equity Shares at Rs.4.00 per share (i.e. 200%) of face value RS.2/- per share for the financial year ended 31st March, 2017 as against Rs.4.00 per share (i.e. 200%) for the financial year ended 31st March, 2016.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. Subsidiaries, Associates and Joint Venture:

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembicpharmaceuticals.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.alembicpharmaceuticals. com. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office.

6. Directors:

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

7. Key Managerial Personnel:

Mr. Chirayu Amin, Executive Chairman & CEO, Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin, Managing Director, Mr. R. K. Baheti, Director - Finance & CFO and Mr. Ajay Kumar Desai, Vice President - Finance & Company Secretary are Key Managerial Personnel of the Company.

8. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2017. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

9. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in of Section 149(6) of the Companies Act, 2013.

10.Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

11.Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Paresh Saraiya as Chairman, Mr. Pranav Parikh, Mr. Milin Mehta and Dr. Archana Hingorani as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

12.Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ‘Whistle Blower Policy’ for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

13.Internal Control Systems:

The Company’s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization’s pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

14.Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non Profit Organisations focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2017 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure A.

15.Policy on Nomination and Remuneration:

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report.

16.Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm’s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company’s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: http://www.alembicpharmaceuticals.com/wp-content/ uploads/2016/07/05APL-RPT-policy.pdf

17.Corporate Governance:

The Report on corporate governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

18.Fixed Deposits:

As on 31st March, 2017, there were unclaimed deposits amounting to Rs.0.07 Crore from 18 deposit holders which have been transferred to current liabilities. There has been no default in repayment of deposits or interest thereon. In F.Y. 2016-17, the Company has not accepted/renewed any deposits.

19.Listing of shares:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 533573 and on National Stock Exchange of India Limited (NSE) with scrip code of APLLTD. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2017-18 have been paid.

20.Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure B.

21.Auditors:

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Aiyar & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F. Y. 2018-19, as approved by the members at their 4th Annual General Meeting held on 28th July, 2014.

Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F. Y. 2017-18.

The Auditor’s Report for the financial year 2016-17 does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the financial statement in this Annual Report

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara, to conduct Secretarial Audit for the F.Y. 2017-18.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year ended 31st March, 2017, is annexed herewith as Annexure C.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Cost Auditors:

Mr. H. R. Kapadia, Cost Accountant, Vadodara, Cost Auditor of the Company has been appointed as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Formulations for the F.Y. 2017-18.

(d) Internal Auditors:

The Board of Directors appointed M/s. Ernst & Young LLP, Chartered Accountants as Internal Auditors of the Company for the F. Y. 2017-18.

22.Risk Management

The Company has voluntarily constituted Risk Management Committee and formulated Enterprise Risk Management Policy which functions as a guiding tool in fulfilling the management’s responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

23.Directors’ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

(a) in preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies as listed in Note 2 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2017 and of the profit of the Company for that period;

(c) the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24.Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2017. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

25.Extracts of Annual Return:

The extract of Annual Return required under Section 134(3(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure D.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

27. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure F.

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the aforesaid Rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours and the same will be furnished on request in writing to the members.

28.Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure G. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

On behalf of the Board of Directors,

Chirayu Amin

Chairman & CEO

3rd May, 2017

Alembic Pharmaceuticals Limited

Regd. Office: Alembic Road, Vadodara - 390 003

Tel: 0265-2280550 Fax: 0265-2282506

Web: www.alembicpharmaceuticals.com

Email Id: [email protected]

CIN: L24230GJ2010PLC061123


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 5th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

l.Financial Summary and Highlights:

(Rs in lacs)

Stand Alone Basis Particulars Consolidated Basis 2015 2014 For the year ended 31st March 2015 2014

40,839 36,221 Profit for the year before Interest, Depreciation and Tax 40,526 36,091 Adjusting therefrom:

111 981 Interest (net) 178 981

4,441 4,049 Depreciation 4,441 4,049

7,625 7,363 Provision for taxation 7,635 7,510

- - Share of Profit of Associates 20 -

28,661 23,828 Net Profit 28,292 23,551

- - Share of Reserves in Joint Venture 1,496 -

- - Share of Loss in Associate (128) - Adding thereto:

14,805 7,594 Balance brought forward from previous year 17,986 11,241

43,466 31,422 The amount available is 47,646 34,792 Appropriating there from:

6,598 5,655 Provision for Dividend - Equity Shares 6,598 5,845

1,343 961 Provision for Corporate Dividend tax 1,343 961

10,000 10,000 Transfer to General Reserve 10,000 10,000

25,525 14,805 Balance carried forward to Balance Sheet 29,705 17,986

2. Transfer to Reserves:

An amount of H10,000 lacs from the net profits for the financial year under review is proposed to be carried to General Reserves.

3. Dividend:

Your Directors recommend Dividend on Equity Shares at H3.50 per share (i.e. 175%) of face value H2/- per share for the financial year ended on 31st March, 2015 as against H3/- per share (i.e. 150%) for the year ended 31st March, 2014.

4. Management Discussion and Analysis Report:

The Report on Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. Operations and State of affairs of the Company:

The Company''s Standalone revenues from operations were H2,019 crore for the year ended 31st March, 2015 as compared to H1,843.79 crore for the previous year.

The Company has made Net Profit of H286.61 crore on standalone basis for the year under review as compared to H238.28 crore for the previous year.

The Company has registered consolidated revenues from operations of H2,056.12 crore for the year under review as compared to H1,863.22 crore for the previous year.

The break-up of consolidated sales excluding export incentives and other miscellaneous revenues is as under:

(Rs in lacs)

Particulars F.Y. F.Y. 2014-15 2013-14

Branded Domestic 98,084 85,064

Generic & NSA Domestic 12,274 12,071

Formulations

Branded Export 6,349 7,360

International Generics 51,845 46,837

API Domestic 6,412 5,491

Exports 30,238 28,394

Others 1,571 1,624

Total 2,06,773 1,86,841

The Company has made a consolidated profit after tax of H 282.92 crore for the year under review as compared to H235.51 crore for the previous year.

6. Subsidiaries, Associates and Joint Ventures:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries and associates included in the consolidated financial statements is included in the financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembic-india.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.alembic-india.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

7. Directors:

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

During the year under review, the Board has appointed Dr. Archana Hingorani as Additional Director (Independent) w.e.f. 4th February, 2015. She holds office up to the ensuing Annual General Meeting of the Company. The Company has received a notice together with requisite deposit of H1 Lac under Section 160 of the Companies Act, 2013, from a member of the Company proposing her candidature for the office of an Independent Director, for a term of 5 consecutive years upto 3rd February, 2015.

The Board has appointed Mr. Pranav Amin, Director & President - International Business and Mr. Shaunak Amin, Director & President - Branded Formulations Business as Joint Managing Directors of the Company w.e.f. 27th April, 2015.

8. Key Managerial Personnel:

Mr. Chirayu Amin, Chairman & Managing Director and CEO,

Mr. Pranav Amin, Director & President - International Business, Mr. Shaunak Amin, Director & President - Branded Formulations Business, Mr. R. K. Baheti, Director - Finance & CFO and Mr. Ajay Kumar Desai, Vice President - Finance & Company Secretary are Key Managerial Personnel of the Company.

During the year under review, pursuant to provisions of the Companies Act, 2013, Mr. R. K. Baheti who was CFO & Company Secretary of the Company, relinquished the office of Company Secretary. He has been designated as Director-Finance & CFO of the Company w.e.f. 28th July, 2014.

Mr. Ajay Kumar Desai has been designated as Vice-President Finance & Company Secretary of the Company w.e.f. 28th July, 2014.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

11. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals/KRA and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit Committee:

The Audit Committee consists of all Independent Directors with Mr. Paresh Saraiya as Chairman and Mr. Milin Mehta and Mr. Pranav Parikh as members. The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

13. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Agreements, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

14. Internal Control Systems:

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations. The internal auditor team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

15. Corporate Social Responsibility:

Corporate Social Responsibility (CSR) is not a new term for Alembic. Alembic Group has been proactively carrying out CSR activities since more than Fifty Years. Alembic Group has established, nurtured and promoted various Non Profit Organisations focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2015 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure A.

16. Policy on Nomination and Remuneration:

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreements are provided in the Corporate Governance Report.

17. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web- link as required under Listing Agreement is as under:

http://www.alembic-india.com/upload/05APL-RPT%20policy.

pdf

18. Corporate Governance:

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from M/s. Samdani Shah & Associates, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

19. Fixed Deposits:

Pursuant to provisions of Section 74 of the Companies Act, 2013, during the year 2014-15, the Company has repaid the deposits accepted prior to 1st April, 2014. As on 31st March, 2015, there were unclaimed deposits amounting to H9.43 lacs from 25 deposit holders which have been transferred to current liabilities. There has been no default in repayment of deposits or interest thereon. In F.Y. 2014-15, the Company has not accepted/renewed any deposits.

20. Listing of shares:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 533573 and on National Stock Exchange of India Limited (NSE) with scrip code of APLLTD. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2015-16 have been paid.

21. Loans, Guarantee or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given as Annexure B.

22. Auditors:

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. K. S. Aiyar & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F. Y. 2018-19, as approved by the members at their 4th Annual General Meeting held on 28th July, 2014.

Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory

Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F. Y. 2015-16.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Associates, Practising Company Secretaries, Vadodara, to conduct Secretarial Audit for the F.Y. 2015-16.

The Secretarial Audit Report of M/s. Samdani Shah & Associates, Practising Company Secretaries for the financial year ended 31st March, 2015, is annexed as Annexure C.

(c) Cost Auditors:

Mr. H. R. Kapadia, Cost Accountant, Vadodara, Cost Auditor of the Company for F.Y. 2014-15 have been again appointed as Cost Auditor for conducting audit of the cost accounts maintained by the Company relating to Bulk Drugs and Formulations for the F.Y. 2015-16.

(d) Internal Auditors:

The Board of Directors has appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the F. Y. 2015-16.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the Secretarial Auditors in their Secretarial Audit Report and hence no explanation or comments of the Board is required in this matter.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

23. Directors'' Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

(a) in preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies as listed in Note Y to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2015 and of the profit of the Company for that period.

(c) the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

25. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure D.

26. Conservation of energy, Technology Absorption, Foreign Exchange earnings and outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

27. Particulars of employees and related disclosures :

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure F.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman & Managing Director 27th April, 2015

Alembic Pharmaceuticals Limited

Regd. Office: Alembic Road, Vadodara-390 003

Tel: 0265-2280550

Fax: 0265-2282506

Web: www.alembic-india.com

Email: [email protected]

CIN: L24230GJ2010PLC061123


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 3rd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

1. Financial Results:

Rs. in lacs

Stand Alone Basis Particulars Consolidated Basis

2013 2012 For the year ended 31st March 2013 2012

24,769 21,001 Profit for the year before Interest, depreciation and Tax 25,590 22,085

Adjusting therefrom:

1,457 2,621 Interest (net) 1,457 2,621

3,496 3,365 Depreciation 3,497 3,365

96 (38) Provision for deferred tax liabilities or (assets) 96 (38)

3,975 3,000 Provision for current tax and wealth tax 4,014 3,123

15,745 12,054 Net Profit 16,525 13,013

Adding thereto:

5,363 2,168 Balance brought forward from previous year 8,230 4,076

21,108 14,222 The amount available is 24,755 17,089 Appropriating there from:

- 792 Debenture Redemption Reserve - 792

4,713 2,639 Provision for Dividend - Equity Shares 4,713 2,639

801 428 Provision for Corporate Dividend tax 801 428

8,000 5,000 Transfer to General Reserve 8,000 5,000

7,594 5,363 Balance carried forward to Balance Sheet 11,241 8,230

2. Dividend:

Your Directors have recommended Dividend on Equity Shares at H 2.50 per share (i.e. 125 %) of face value of H 2/- per share for the year ended on 31st March, 2013 as against H 1.40 per share (i.e. 70 %) for the year ended 31st March, 2012.

3. Management''s Discussion and Analysis:

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

4. Operations:

The Company''s Standalone revenues from operations were H 1,492.62 Crores for the year ended 31st March, 2013 as compared to H 1,374.30 Crores for the previous year

The standalone profit before Interest, Depreciation, Non- recurring Income and expenses and Taxes was H 243.76 Crores for the year under review as compared to H 208.59 Crores for the previous year.

During the year the interest and financing cost was H 14.57 Crores as compared to H 26.21 Crores in previous year

The Company has registered consolidated revenues from operations of H 1,520.34 Crores for the year under review as compared to H 1,465.41 Crores for the previous year

The break-up of consolidated sales excluding export incentives and other misc. revenues is as under:

Rs.in lacs

Particulars F.Y F.Y. 2012-13 2011-12

Domestic Formulation 886.27 782.61

Export Formulation 279.89 298.50

Domestic API 113.82 94.24

Export API 236.74 279.22

Total 1,516.72 1,454.57

The consolidated Profit, before providing for Interest, Depreciation, Non-recurring Income, expenses and Taxes, was H 251.96 Crores for the year under review as compared to H 219.43 Crores for the previous year. The Company has made a consolidated profit after tax of H 165.25 Crores for the year under review as compared to H 130.13 Crores for the previous year.

5. Listing of shares:

The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) with scrip code No. 533573 and on National Stock Exchange of India Limited (NSE) with scrip code of APLLTD.

6. Fixed Deposits:

The Fixed Deposits including those from shareholders as on 31st March, 2013 was H3,571 Lacs. There were unclaimed deposits amounting to H48.03 Lacs from 128 deposits holders which have been transferred to current liabilities. Out of this, no deposits have since been repaid or renewed at the option of depositors and no instructions have been received so far and if not claimed in future, it shall be deposited in the Investor Education and Protection Fund in due course, as per the provisions of the Companies Act, 1956.

7. Directors:

The Board of Directors at its meeting held on 2nd May 2013 has appointed Mr. Shaunak Amin as Additional Director and Director & President - Branded Formulations Business. Mr. Shaunak Amin holds Directorship upto the date of ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the Companies Act, 1956, together with deposit of H 500 /- from a member; proposing his candidature as director; liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the company Mr Paresh Saraiya and Mr Milin Mehta, Directors of the Company will retire by rotation at the ensuing Annual General Meeting who are eligible for re-appointment.

Brief resumes of Mr Shaunak Amin, Mr Paresh Saraiya and Mr Milin Mehta are given in the Corporate Governance Report.

8. Energy, Technology and Foreign Exchange:

In accordance with the provisions of Section 2l7(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, l988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - A to this report.

9. Particulars of Employees:

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, l975, forms part of this report as Annexure-B. However, as permitted by section 219(1 )(b)(iv) of the Companies Act, l956, this Annual Report is being sent to all shareholders excluding this Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary of the Company

10. Corporate Governance:

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

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

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

11. Audit Committee:

The Audit Committee consists of Mr. Paresh Saraiya, Mr. Milin Mehta and Mr. Pranav Parikh. Mr. Paresh Saraiya is Chairman of the Audit Committee. All the Directors in Audit Committee are Non-Executive Independent Directors. The Committee reviewed the Internal Control System, Scope of Internal Audit and compliance of various regulations. The Committee reviewed at length the Annual Financial Statements and approved the same before they were placed before the Board of Directors.

12. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Statutory Auditors, will retire at the conclusion of the ensuing Annual General meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them and authorise the Board of Directors to fix their remuneration.

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

13. Cost Auditors:

As per the order No. 52/26/CAB/2010 dated 2nd May 2011 of the Ministry of Corporate Affairs, the Company is required to get Audited, the Cost Accounts maintained by the Company relating to Bulk Drugs and Formulations for the year ended on 31st March, 2013 by Auditors with qualification prescribed in Section 233B(1) of the Companies Act, 1956. Accordingly the Board had appointed Mr H. R. Kapadia as Cost Auditor for the year ended on 31st March, 2013.

14. Human Resource Management:

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

15. Directors'' Responsibility Statement:

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

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

On behalf of the Board of Directors,

Chirayu R.Amin

Chairman & Managing Director

2nd May 2013


Mar 31, 2012

The Directors have pleasure in presenting their 2nd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

Financial Results : (Rs in Lacs)

Stand Alone Particulars Consolidated Basis Basis 2012 2011 2012 2011

21,001 15,581 Profit for the year before Interest, Depreciation and Tax 22,085 16,033

Adjusting therefrom:

2,621 2,389 Interest (net) 2,621 2,389

3,365 2,959 Depreciation 3,365 2,959

(38) 282 Provision for deferred tax liabilities or (assets) (38) 282

3.000 1,801 Provision for current tax and wealth tax 3,123 1,864

12,054 8,150 Net Profit 13,013 8,539

Adding thereto:

- - Balance brought forward as per Scheme of Arrangement - 1,519

2,168 - Balance brought forward from previous year 4,076 -

14,222 8,150 Amount available 17,089 10,058

Appropriating there from:

792 792 Debenture Redemption Reserve 792 792

2,639 1,885 Provision for Dividend - Equity Shares 2,639 1,885

428 305 Provision for Corporate Dividend tax 428 305

5.000 3,000 Transfer to General Reserve 5,000 3,000

5,363 2,168 Balance carried forward to Balance Sheet 8,230 4,076

(2) Dividend :

Your Directors recommend Dividend on Equity Shares at Rs 1.40/- per share (i.e. 70 per cent) of face value of Rs 2/- per share for the year ended on 31st March, 2012 as against Rs 1 per share (i.e. 50 per cent) for the year ended 31st March, 2011.

(3) Management's Discussion and Analysis :

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

(4) Operations :

The Company's Standalone revenue from operations were Rs 1,375.28 Crores for the year ended 31st March, 2012 as compared to Rs 1,164.93 Crores for the previous year.

The standalone Profit before Interest, Depreciation and Taxes was Rs 210.01 Crores for the year under review as compared to Rs 155.81 Crores for the previous year.

During the year, the interest and financing cost was Rs 26.21 Crores as compared to Rs 23.89 Crores in previous year.

The Company has registered a consolidated revenue from operations of Rs 1,466.39 Crores for the year under review as compared to Rs 1,202.05 Crores for the previous year.

The break-up of consolidated sales is as under:

(Rs in Crores) FY FY Particulars 2011-12 2010-11

Domestic Formulation 782.61 693.44

Export Formulation 298.50 223.92

Domestic API 94.24 94.51

Export API 279.22 179.9

Total 1,454.57 1,191.77

The Consolidated Profit, before providing for Interest, Depreciation and Taxes, was Rs 220.85 Crores for the year under review as compared to Rs 160.32 Crores for the previous year. The Company has made a consolidated profit for the year of Rs 130.13 Crores for the year under review as compared to Rs 85.39 Crores for the previous year.

(5) Listing of shares :

The Equity shares of the Company got listed on The Bombay Stock Exchange Limited (BSE) with scrip code No. 533573 and on National Stock Exchange of India Limited (NSE) with scrip code APLLTD and trading commenced w.e.f. 20th September, 2011. The Company is regular in paying listing fees to both the Stock Exchanges.

(6) Fixed Deposits :

The Fixed Deposits including those from shareholders as on 31st March, 2012 was Rs 47.03 Crores. Unclaimed Deposits of Rs 36.05 lacs from 123 deposits holders have been transferred to current liabilities. Out of this, no deposits have since been repaid or renewed at the option of depositors and no instruction have been received so far and if not claimed in future, it shall be deposited in the Investor' Education and Protection Fund in due course, as per the provisions of the Companies Act, 1956.

(7) Directors :

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Mr. R. K. Baheti and Mr. K. G. Ramanathan, Directors of the Company will retire by rotation at the ensuing Annual General Meeting who are eligible for re-appointment.

The brief resumes of Mr. R. K. Baheti and Mr. K. G. Ramanathan are given in the Corporate Governance Report.

(8) Energy, Technology and Foreign Exchange :

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

(9) Particulars of Employees :

The information required under section 217(2A) of the Companies Act, I956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this report as Annexure-C.

(10) Corporate Governance :

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

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

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

(11) Audit Committee :

The Audit Committee consists of Mr. Paresh Saraiya, Mr. Milin Mehta and Mr. Pranav Parikh. Mr. Paresh Saraiya is Chairman of the Audit Committee. All the Directors in Audit Committee are Non-Executive Independent Directors. The Committee reviewed the Internal Control System, Scope of Internal Audit and compliance of various regulations. The Committee reviewed at length the Annual Financial Statements and approved the same before they were placed before the Board of Directors.

(12) Auditors :

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

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

(13) Cost Auditors :

As per the order No. 52/26/CAB/2010 dated 2nd May, 2011 of the Ministry of Corporate Affairs, the Company is required to get audited, the Cost Accounts maintained by the Company relating to Bulk Drugs and Formulations for the year ended on 31st March, 2012 by Auditors with qualification prescribed in Section 233B(I) of the Companies Act, I956. Accordingly, the Board has appointed Mr. H. R. Kapadia as Cost Auditor for the year ended on 31st March, 2012.

(14) Human Resource Management :

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

(15) Directors' Responsibility Statement :

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

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman & Managing Director

Vadodara, 25th April, 2012

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