To, the Members
The Directors have pleasure in presenting their 1st Annual Report
together with the Audited Statement of Accounts for the year ended on
31st March, 2011.
1 Financial Results : (Rs. in Lacs)
Stand Alone Consolidated
Basis Basis
2011 For the period ended 31st March 2011
15,581 Profit for the year before Interest,
depreciation and Tax 16033
Adjusting therefrom :
2,389 Interest (net) 2,389
2,959 Depreciation 2,959
282 Provision for deferred tax liabilities
or assets 282
1,801 Provision for current tax and wealth tax 1,864
8,150 Net Profit 8,539
Adding thereto :
- Balance brought forward as per Scheme
of Arrangement 1,519
8,150 The amount available is 10,058
Appropriating there from :
1,885 Provision for Dividend - Equity Shares 1,885
305 Provision for Corporate Dividend tax 305
3,000 General Reserve 3,000
792 Debenture Redemption Reserve 792
2,168 Balance carried forward to next year''s
accounts 4,076
The Pharmaceutical Undertaking of Alembic Limited has been transferred
to the Company w.e.f. appointed date i.e. 1st April, 2010, however,
this being a first year of the Company, the previous years figures are
not given.
(2) Dividend :
Your Directors recommend Dividend on Equity Shares at Re. 1 per share
(i.e. 50 per cent) of face value of Rs. 2/- per share for the year
ended on 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) Demerger of Pharmaceuti-cal Undertaking
The Pharmaceutical Undertaking of the Alembic Limited has been
demerged and the same is transferred to the Company with effect from
appointed date i.e. 1st April, 2010. The Hon''ble High Court of Gujarat
has sanctioned the scheme of arrangement vide order dated 24th January,
2011, certified true copy of which was received by the Company on 21st
March, 2011. The Company has filed the said order with the Registrar of
Companies, Gujarat on 1st April, 2011. Alembic Limited was holding
5,50,00,000 equity shares of face value of Rs.2/- each in the Company.
The Company has issued and allotted 13,35,15,914 equity shares of face
value of Rs.2/- each to the shareholders of Alembic Limited on 15th
April, 2011 in ratio of 1:1. As per the scheme of arrangement, the
Company has submitted applications for listing of 18,85,15,914 equity
shares of face value of Rs.2/- each to Bombay Stock Exchange
Limited(BSE) and National Stock Exchange of India Limited(NSE).
(5) Operations :
The Company''s Gross Sales including export incentives on standalone
basis were Rs.1169.52 Crores for the year ended 31st March, 2011.
The Profit before Interest, Depreciation and Taxes was Rs.155.81 Crores
for the year under review.
During the year, the interest and financing cost was Rs.23.89 Crores.
The Company has registered a standalone total income of Rs. 1165 Crores
for the year under review. The standalone Profit, before providing for
Interest, Depreciation and Taxes, was Rs. 155.81 Crores for the year
under review. The Company has made a standalone profit after tax of
Rs.81.50 Crores for the year under review.
The Company has registered a consolidated total income of Rs. 1202.13
Crores for the year under review. The consolidated Profit, before
providing for Interest, Depreciation and Taxes,
was Rs.160.33 Crores for the year under review. The Company has made a
consolidated profit after tax of Rs. 85.39 Crores for the year under
review.
The break-up of consolidated sales is as under :
Financial period
Particulars 31/3/2011
Domestic Formulation 693.44
Export Formulation 223.92
Domestic API 94.51
Export API 179.90
Total 1,191.77
(6) Listing of shares :
The Company has made applications to Bombay Stock Exchange Limited
(BSE) and National Stock Exchange of India Limited (NSE) for listing of
equity shares.
(7) Fixed Deposits :
As per the scheme of arrangement, all the fixed deposits accepted by
Alembic Limited are transferred to the Company. The Company published
statement of Advertisement on 25th April, 2011 for acceptance of fresh
deposits. The fixed deposits including from shareholders as on 31st
March, 2011 amounted to Rs.52.41 Crores. Unclaimed deposits of Rs.21.24
Lacs from 97 depositors have been transferred to current liabilities,
out of this, no deposits have since been repaid or renewed at the
option of depositors and no instruction have been received so far and
if not claimed in future, it shall be deposited in the ‘Investors
Education & Protection Fund'' in due course, as per the provisions of
the Companies Act, 1956.
(8) Directors :
Consequent upon demerger of Pharmaceutical Undertaking, the Board of
Directors of the Company is reconstituted w.e.f. 31st March, 2011.
On transfer of their services from Alembic Limited to the Company, the
Company has appointed Mr. Chirayu Amin as Managing
Director, Mr. R. K. Baheti as Director-Finance & Company Secretary and
Mr. Pranav Amin as Director & President-International Business of the
Company. Mr. K.G. Ramanathan, Mr. Pranav Parikh, Mr. Paresh Saraiya and
Mr. Milin Mehta have been appointed as additional Directors of the
Company w.e.f. 31st March, 2011.
Mrs. Malika Amin has resigned as Director of the Company w.e.f. 31st
March, 2011. The Board places on record the valuable contributions
made by her during her tenure.
In accordance with the provisions of the Companies Act, 1956 and
Company''s Articles of Association, Mr. Chirayu Amin, Mr. R.K. Baheti,
Mr. Pranav Amin, Mr. K.G. Ramanathan, Mr. Pranav Parikh, Mr. Paresh
Saraiya and Mr. Milin Mehta Directors of the Company will retire at
the ensuing Annual General Meeting who are eligible for re-appointment.
Mr. Chirayu Amin being Managing Director will be appointed as
non-rotational Director and other Directors will be appointed as
Directors liable to retire by rotation.
The brief resumes of Mr. Chirayu Amin, Mr. RK. Baheti, Mr. Pranav Amin,
Mr. K.G. Ramanathan, Mr. Pranav Parikh, Mr. Paresh Saraiya and Mr.
Milin Mehta are given in the Corporate Governance Report.
(9) Energy, Technology and Foreign Exchange :
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo is given in Annexure - B to this report.
(10) Particulars of Employees :
The information required under section 217(2A) of the Companies Act,
1956, read with Companies (particular of Employees) Rules, 1975, forms
part of this report as Annexure C.
(11) Corporate Governance :
During 2010-11 the company was unlisted and therefore provisions of
corporate governance where not applicable. Consequent upon demerger,
the company has applied for listing of shares to BSE and NSE and has
also complied with provisions of corporate governance.
A separate report on Corporate Governance is produced as a part of the
Annual Report.
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.
(12) Audit Committee :
Consequent upon reconstitution of Board, the Audit Committee was also
reconstituted. The Board of Directors in their meeting held on 31st
March, 2011, reconstituted the Audit Committee comprising of 3
Directors viz. Mr. 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, in its meeting held on 2nd May, 2011, reviewed the
Internal Control System, Scope of Internal Audit and compliance of
various regulations. The Committee reviewed at length the Annual
Financial Statements and approved the same before they were placed
before the Board of Directors.
(13) Auditors :
M/s. KS. Aiyar & Co., (Firm Registration No. 100186W) the Company''s
Auditors, will retire at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment as Auditors. Members are
requested to re- appoint them and fix their remuneration.
The Company has appointed M/s. Sharp & Tannan, Chartered Accountants,
as its Internal Auditors to carry out the Internal Audit of the various
operational areas of the Company.
(14) Cost Auditors :
The Central Government had directed to Alembic Limited that an audit of
Cost Accounts maintained by the Company relating to Bulk Drugs and
Formulations for the year ended on 31st March, 2011 be conducted by
Auditors with qualification prescribed in Section 233B(1) of the
Companies Act, 1956. Consequent upon demerger, the bulk drugs and
formulations manufacturing units are transferred to the company.
Accordingly, the Board had appointed Mr. H. R. Kapadia as Cost Auditor
for the year ended on 31st March, 2011.
(15) Human Resource Management :
Human capital has always been the most important and valuable asset to
your Company. Your Company has enhanced its performance management
process that motivates people to take ownership of their own
performance and encourages innovation and meritocracy. Your Company
has created people practices which enables it to attract and retain
potential talents. Employee relations in your Company continues to be
cordial and harmonious.
(16) Directors'' Responsibility Statement :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, it
is hereby confirmed :
i) That in preparation of the Annual Accounts, the applicable
accounting standards have been followed.
ii) That accounting policies as listed in the ‘Schedule T'' to the
financial statements have been selected and consistently applied and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2011 and of the profit of the Company for the accounting
year ended on that date;
iii) That proper and sufficient care for maintenance of adequate
accounting records has been taken in accordance with the provision of
the Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities;
iv) That the annual accounts have been prepared on a ‘going concern''
basis.
On behalf of the Board of Directors,
Chirayu R. Amin
Chairman & Managing Director
Vadodara, 2nd May, 2011
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