Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Alembic Directors Report, Alembic Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > PHARMACEUTICALS > DIRECTORS REPORT - Alembic

Alembic

BSE: 506235|NSE: ALEMBICLTD|ISIN: INE426A01027|SECTOR: Pharmaceuticals
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Dec 09, 12:44
51.90
-0.1 (-0.19%)
VOLUME 12,869
LIVE
NSE
Dec 09, 12:44
51.85
-0.3 (-0.58%)
VOLUME 24,288
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '18    Mar 17

The Directors have pleasure in presenting their IIIth Annual Report together with the Audited Statement of Accounts for the year ended on 3Ist March, 2018.

(1) Operations and State of Affairs of the Company:

(Rs. In lacs)

For the year ended 3Ist March

2018

2017

Profit for the year before Interest, Depreciation and Tax

4,812

3,I88

Adjusting therefrom:

Interest (net)

17

I6

Depreciation

378

509

Provision for deferred tax liabilities or (assets)

30

(I25)

Provision for current tax

209

39

Profit for the year

4,178

2,749

Balance brought forward from previous year

7,798

5,565

Add:

Profit for the year

4,178

2,749

Total amount available for Appropriations

11,976

8,3I4

Other Appropriations

2

34

Less:

Dividend paid on Equity Shares during the year

534

40I

Corporate Dividend tax paid during the year

109

82

Transfer to General Reserve

-

-

Balance carried forward to next year''s accounts

11,331

7,798

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section I33 of the Companies Act, 2013.

(2) Transfer to Reserve:

During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the net profits of the Company for the financial year 2017-18.

(3) Dividend:

Your Directors recommend Dividend at Rs. 0.20 per equity share (i.e. I0%) of face value Rs.2/- each for the financial year ended 3Ist March, 2018 as against Rs.0.20 per equity share (i.e. I0%) for the financial year ended 3Ist March, 2017.

(4) Buy-back of Equity Shares:

During the year under review, the Company had made an offer for Buyback of upto I,02,50,000 (One Crore Two Lac Fifty Thousand) fully paid-up Equity Shares of the Company of face value Rs.2/- (Rupees Two Only) each from all the fully paid-up Equity Shareholders / beneficial owners of the Equity Shares of the Company as on the record date on a proportionate basis, through the Tender Offer Route using stock exchange mechanism at a price of '' 80/- (Rupees Eighty Only) per Equity Share for a total consideration aggregating upto '' 82,00,00,000/- (Rupees Eighty Two Crore Only), excluding transaction costs, pursuant to shareholders approval dated I2th March, 2018.

The Buyback size was 24.02% of the aggregate paid-up equity capital and free reserves of the Company as per the audited standalone financial statements of the Company for the nine months period ended 3Ist December, 2017. The Offer period was open from I6th April, 2018 to 27th April, 2018.

The shares accepted under the Buy Back in Demat form were extinguished on IIth May, 2018 and the physical shares were extinguished on 14th May, 2018 and issued capital stands reduced to 25,67,8I,828 equity shares of Rs.2/ each.

(5) Management Discussion and Analysis Report:

The Report on Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure A.

(6) Subsidiaries, Associates and Joint Ventures:

During the year under review, Alembic City Limited (formerly known as Alembic Exports Limited) became wholly-owned subsidiary of the Company. Further, Alembic Pharmaceuticals Limited is an Associate Company.

In accordance with third proviso of Section 136( I) 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.alembiclimited.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has 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. Udit Amin, 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 Mr. Milin Mehta and Mr. C. P. Buch, as Independent Directors, will expire on 3Ist March, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on I7th 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:

Mrs. Malika Amin, Managing Director and CEO, Mr. Rasesh Shah, CFO and Mr. Drigesh Mittal, 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 3Ist 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 under 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 Evaluation Criteria are as follows:

(a) Evaluation Criteria for Non-Executive and Independent Directors:

- Knowledge and Skills

- Professional Conduct

- Duties, Role and Functions

(b) Evaluation Criteria for Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key 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. Milin Mehta as Chairman and Mr. C. P. Buch and Mr. R. C. Saxena as members. The Committee inter alia reviews the Internal Control System, 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 of Directors.

13 Vigil Mechanism:

Pursuant to the provisions of Section I77(9) & (I0) 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 with the organization''s pace of growth and increasing complexity of operations. The internal auditors’ teams carry out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee.

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 I35 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 3Ist March, 2018 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

16 Policy on Nomination and Remuneration:

In compliance with the requirements of Section I78 of the Companies Act, 2013 and Regulation I9 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.alembiclimited.com/policy/AL-NRC%20 Policy-I7.05.2018.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 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. In accordance with the approval obtained from the members at the 108th Annual General Meeting, the Company has entered into transactions with Alembic Pharmaceuticals Limited, related party. However, no related party transactions have any 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 I34(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.alembiclimited.com/AL-RPT%20Policy.pdf

18 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, Practicing 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.

19 Fixed Deposits:

During the year under review, 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) and National Stock Exchange of India Limited (NSE) with security ID/symbol of ALEMBICLTD. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2018-19 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 is annexed herewith as Annexure C.

(22) Auditors:

(a) Statutory Auditors:

M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 10196W) were appointed as Statutory Auditors of the Company at the I 10th Annual General Meeting (AGM) of the Company held on 28th July, 2017, for a period of three years i.e. to hold office till the conclusion of II3th AGM. Pursuant to the provisions of Section I39 of the Companies Act, 2013, the Company is required to appoint the Statutory Auditors for a term of 5 consecutive years.

The Audit Committee and the Board of Directors of the Company respectively at their meeting held on I7th May, 2018 proposed, subject to the approval of shareholders, revision in term of appointment of M/s. CNK & Associates LLP, Chartered Accountants, to hold the office as Statutory Auditors till the conclusion of II5th AGM.

The Auditor’s Report for financial year 2017-18 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 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 financial year ended 3Ist March, 2018, is annexed 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:

M/s. Santosh Jejurkar & Associates, 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 Real Estate Division for the F.Y. 2018-19.

(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. 2018-19.

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) 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 3Ist March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

(24) Extracts of Annual Return:

The extract of Annual Return required under Section I34(3)

(a) of the Companies Act, 2013 read with Rule I2(I) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure E.

(25) 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

(26) Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section I97(I2) of the Companies Act, 2013 read with Rule 5(I) 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 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.

(27) 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.

(28) 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 3Ist March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies as listed in Note I 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 3Ist March, 2018 and of the profit of the Company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

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

For and on behalf of the Board of Directors,

Sd/-

Chirayu Amin

Chairman

(DIN: 00242549)

Registered Office:

Alembic Road, Vadodara - 390 003

Tel: 9I 265 2280550

Fax: 9I 265 2282506

Web: www.alembiclimited.com

Email Id: alembic.investors@alembic.co.in

CIN: L26I00GJI907PLC000033

Date: I7th May, 2018

Source : Dion Global Solutions Limited
Quick Links for alembic
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.