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Alembic Pharmaceuticals Directors Report, Alembic Pharma Reports by Directors
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Alembic Pharmaceuticals
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«
Directors Report Year End : Mar '11
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
 
 
Source : Dion Global Solutions Limited
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