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Alchemist Ltd.

BSE: 526707 Sector: Others
NSE: ALCHEM ISIN Code: INE964B01033
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OPEN 14.54
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VOLUME 4200
52-Week high 30.70
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Mkt Cap.(Rs cr) 20
Buy Price 14.55
Buy Qty 2100.00
Sell Price 14.99
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OPEN 14.54
CLOSE 15.17
VOLUME 4200
52-Week high 30.70
52-Week low 10.35
P/E
Mkt Cap.(Rs cr) 20
Buy Price 14.55
Buy Qty 2100.00
Sell Price 14.99
Sell Qty 242.00

Alchemist Ltd. (ALCHEM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 28thAnnual Report on the businessand operations of the Company along with the Audited Annual Financial Statements and theAuditors' Report thereon for the Financial Year ended 31stMarch 2017. Thefinancial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

Financial Results are presented in the table below:

Particulars

Consolidated

Standalone

2016-17 2015-16 2016-17 2015-16
Revenue from Operations including other Income 2668.68 12712.67 2668.68 4049.77
Less Expenses:
Cost of Material Consumed 444.77 5802.36 444.77 784.00
Purchase of Stock in Trade 1403.56 520.44 1403.56 275.75
Change in Inventories 45.65 155.09 45.65 179.23
Employees Benefit Expenses 1449.61 3782.77 1449.61 1952.75
Finance Cost 230.29 501.88 230.28 276.44
Depreciation & Amortization Expenses 795.86 2623.49 795.86 862.25
Other Expenses 1932.25 3572.05 1931.61 1320.16
Total Expenses 6301.99 16958.02 6301.34 5650.58
Profit/(Loss)Before Exceptional Items & Taxes (3633.34) (4245.44) (3632.69) (1600.83)
Exceptional Items 7194.95 910.56 7194.95 278.48
Profit Before Tax (10828.29) (5156.00) (10827.64) (1879.31)
Tax Expenses (107.68) 166.34 107.68 209.17
Profit/(Loss) after Tax (10720.61) (5322.35) (10719.96) (2088.49)
Profit/(Loss) transferred to Minority (0.13) (485.18) (0.00) (0.00)
Net Profit for the year (10720.47) (4837.17) (10719.96) (2088.49)

The volatility and uncertainty in the economy continued during the year. Due to slowdown in the markets across the world and decline in the export the net revenue of theCompany was Rs 2668.68 lacs as compared to Rs 4049.77 lacs during the previous year. TheOperating profit/(loss)i.e profit/ (loss) before Interest Depreciation & Tax duringthe year was ' (3632.69) lacs as compared to ' (1600.83)lacs during the previous year. Thenet profit/ (loss) after tax was Rs.(10719.96) lacs during the year as compared to '(2088.49) lacs during the previous year.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company during the year.

DIVIDEND

Considering the continued weak operating environment in the standalone business and inview of the losses for the year no dividend is permitted to be paid to the Members forFinancial Year 2016-17 as per the Companies (Declaration and Payment of Dividend) Rules2014.

SHARE CAPITAL

The paid up Equity Share Capital was Rs.1355.98 Lacs and paid up Preference Sharecapital was 31.718 Lacs as on March 312017.

DEPOSITORY SYSTEM

As the members are aware the Company's equity shares are compulsorily tradable inelectronic form. As on March 31 201712783261(94.27%) of the Company's Total Paid-UpCapital representing 13559800 shares are in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization from either of the depositories.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited (BSE) andNational Stock Exchange India

Limited (NSE).The Listing fee for the year 2016-17 has been paid to the StockExchanges. Annual custodian charges of Depository have also been paid to NSDL and CDSL forthe same period.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company has transferred the unpaid or unclaimed dividends for thefinancial year 2008-2009 amounting to Rs. 818848/- to Investor Education &Protection Fund (IEPF). This amount was due & payable and remained unclaimed andunpaid for a period of seven years as per relevant provisions of Companies Act 2013 andrules made thereunder.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2016 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company.

The amount of dividend for the subsequent years i.e from the financial year ended31stMarch 2009 and onwards remaining unclaimed for a period of seven years from the dateof transfer to Unpaid dividend account of the Company shall be transferred to the InvestorEducation and Protection Fund set up by the Government of India and no payments shall bemade in respect of any such claims.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

As on 31stMarch 2017 the company has three subsidiary companies namelyAlchemist Healthcare Limited Alchemist Infrastructures Private Limited and AlchemistHospitality Group Limited.

The Financial Statements of Alchemist Limited's wholly owned foreign subsidiary"Alchemist Enterprise (S) PTE Ltd." & Two Associates Alchemist FoodsLimited & Alchemist Medisphere is not consolidated because the same is undercompilation process till the date of balance sheet. Financial Statements of othersubsidiaries are consolidated as per the requirements of the Companies Act 2013accounting standards and accounting policies applicable to the company.

Pursuant to Section 129(3) of the Act a statement containing the salient features ofthe financial statements of the subsidiary companies is attached to the FinancialStatements in Form AOC-1(as Annexure-VI. The Company will make available the saidfinancial statements and related detailed information of the subsidiary companies upon therequest by any member of the Company or its subsidiary companies. These financialstatements will also be kept open for inspection by any Member at the Registered Office ofthe Company. The Consolidated Financial Statements presented by the Company include thefinancial statements of its subsidiary companies.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PERFORMANCE REVIEW

The company's main business segments are Agri Business comprising largely floricultureSteel and Chemicals pharma division comprising the manufacturing and trading. Thecompany's subsidiaries are in the business of Infrastructures and Hospitality.

PHARMA DIVISION

Alchemist Pharma division is a strong vertical of Alchemist Group with around 200 SKU'sand promoted through a very strong committed field force. Pharma division enjoystremendous respect with the medical fraternity and covering a universe of around 40000Doctors and 20000 retailers across the country. Alchemist's Molecules have beenacknowledged with tremendous response at the market place.A detailed write up on thepharma divisions is contained in the section on Management Discussion and Analysiselsewhere in this report.

AGRI DIVISION

The company continued to mark its presence in business of Global Agri Trade.

STEEL DIVISION

Steel business segment is consistently making achievement and the production effortsare now supplemented by trading activity as well.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans/ guarantee given and investments made are given in the financialstatement.

SL. No. Date of Investment Details of Investee Amount (In Lacs) Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of Board Resolution
1 16.05.2016 Alchemist Healthcare Limited 255000 For the expansion of the business 09.11.2015

RELATED PARTY TRANSACTION

All the related party transactions are entered on arm's length basis and are incompliance with applicable provisions of the Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

All related party transactions are presented to the Audit Committee and the Board.Approval is obtained for the transactions which are foreseen and repetitive in nature. Astatement of all related party transactions is presented before the Audit Committeeperiodically specifying the nature value and terms and conditions of the transactions.

Related Party Transaction Policy as approved by the Board is uploaded on Company'sWebsite at the web link i.e. http:// www.alchemist.co.in/investors.html.

The details of the transactions with the Related Party are provided in the accompanyingfinancial statements.None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

All possible measures have been undertaken successfully by your Company to achieve thedesired objective of energy conservation and technology absorption. Particulars of EnergyConservation Technology Absorption and Foreign Exchange Earnings and Outgo required underthe Companies (Accounts) Rules 2014 is annexed as Annexure-I

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company's website at the link: http://www.alchemist.co.in/investors.html.

The Annual Report on CSR activities is annexed herewith marked as Annexure II.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED / RETIRED DURINGTHE YEAR

In accordance with the provisions of Companies Act 2013 and Article of Association ofthe Company Mr.Pavan Kumar Verma (DIN: 00213365)will retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for reappointment. The Boardrecommends his re-appointment as a Director of the Company.

The Board has appointed Mr. Vinay Singh as Company Secretary & Compliance Officerof the Company with effect from 18th July 2016 in place of Mr. Vimal KumarSharma who have resigned with effect from 13th June 2016.

The Board has appointed Ms. Ambika Chowdhary (DIN: 07887565) as an an IndependentDirectorof the Company with effective from 26th July 2017 subject to theapproval of the shareholders. Ms. Ambika Chowdhary appointed as an Additional Directorwill hold office till the ensuing AGM and is eligible for appointment. The Company hasreceived requisite request in writing from a member of the Company proposing thecandidature of Ms. Ambika Chowdhary for the office of Independent Director. The Boardrecommends her re-appointment as an Independent Director of the Company.

The Board has appointed Mr. Bikram Bhattacharya (DIN: 03595530) as an AdditionalDirector will hold office till the ensuing AGM and is eligible for appointment.

In the same meeting The Board appointed Mr. Bikram Bhattacharya (DIN: 03595530) asWhole Time Director of the Company with effect from August 10th 2017 subject to theapproval of the shareholders for the period of five years.

The Board has appointed Mr. Debasish Basu as a Chief Financial Officer (CFO) of theCompany with effect from August 10 2017

Mr. Bikram Bhattacharya has ceased to be a Chief Financial Officer (CFO) of the Companywith effect from August 10 2017.

Particulars of Directors resigned/ceases from the Board -

- Mr. Tanveer Gill with effect from 6th June 2017.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand relevant regulation of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges. All independent directors shall hold officefor a term up to five consecutive years on the Board of a Company but shall be eligiblefor reappointment for next five years on passing of a special resolution by the Companyand disclosure of such appointment in the Board's report.

The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at http://www.alchemist.co.in/investors.html . All the independentdirectors of the Company are made aware of their role responsibilities & liabilitiesat the time of their appointment /re-appointment through a formal letter of appointmentwhich also stipulates various terms and conditions of their engagement.

MEETINGS

During the year 6(Six) Board Meetings 5(Five) Audit Committee Meetings 4(Four)Stakeholders Relationship Committee and 1 (One) Nomination Remuneration Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and Listing Regulations.

COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company has in place a Nomination & Remuneration Committee in accordance withthe requirements of the Companies Act 2013 read with the rules made thereunder andRegulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015.The details relating to the same are given in Report on Corporate Governance forming partof this Report.

The Committee has formulated a policy on Director's appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and SeniorManagement board diversity composition and the criteria for determining qualificationspositive attributes and independence of a Director.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of Unpublished Price Sensitive Information (UPPSI) in relation to theCompany and during the period when the Trading Window is closed. The Board is responsiblefor implementation of the Code.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Relevant provisions of SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY/ RISK MANAGEMENT

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a Vigil Mechanism Policy/Whistle Blower policy.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business riskInvestments retention of talentand expansion of facilities. Business risk inter-alia further includes financial riskpolitical risk fidelity risk legal risk. These risks are assessed and steps asappropriate are taken to mitigate the same.

INTERNAL CONTROL SYSTEM

Details of internal control system and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2016-2017 nocomplaints were received by the Company related to sexual harassment.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 the tenure ofcurrent Auditors M/s. N. Kumar Chhabra & Co. Chartered Accountants shall come to anend at the conclusion of forthcoming AGM. Accordingly M/s. Annu & AssociatesChartered Accountants (Firm Registration No.019624N) have been recommended by the AuditCommittee and by the Board to be appointed as Statutory Auditors of the Company for a termof five consecutive years to hold office from the conclusion of the ensuing 28thAnnual General Meeting until the conclusion 33rd Annual General Meeting of theCompany to be held in the year 2022 subject to Annual ratification by members at everyAnnual General Meeting on such remuneration as may be recommended by the Audit Committeeof the Board and decided by the Board of Directors of the Company. They being eligiblehave consented and offered themselves for appointment as statutory Auditors for conductingaudit of accounts for five consecutive Financial year starting from 2017-18.

The Company has received a certificate from M/s. Annu & Associates CharteredAccountants and Statutory Auditors to the effect that their Appointment if made wouldbe within the limits prescribed under Section 141(3)(g) of the Companies Act 2013 andthey are not disqualified to be Appointed as Statutory Auditors.

EXPLANATION TO AUDITOR'S REMARKS

The Board has taken note of the Observations made by the Auditors in their Report.

Reply to Auditors qualifications/observations-

- Regarding computation of Depreciation-Depreciation is provided based on usefull lifeof the Assets as prescribed in Schedule II of the Companies Act 2013. The Company had tomake assumption about life of assets in view of changes in the laws and has made bestjudgment assessment for all the circumstances and ensure to comply the provisions ofSchedule II of the Companies Act 2013.

- Regarding outstanding export receivable- The Company has extended credit from time totime as per the market practice for export receivables and regular follow up is being doneto recover the same and the management is confident to recover the same in the FY 2017-18.Hence no estimate /provision made by management. However the Company is in process offiling the necessary suit for Recovery of the due.

- Regarding consolidation of the financial statement of the Foreign Wholly OwnedSubsidiary & Associate Companies- Alchemist Enterprises (S) Pte. Limited is aSubsidiary Company and the company is under process of closure So the FinancialStatements of the Company has not been furnished. Alchemist Medisphere Limited AlchemistFoods Limitedare still under compilation.

SECREATRIAL AUDITORS

The Board has appointed Puneet Sharma Practicing Company Secretariesto conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended 31stMarch 2017 is annexed herewith marked as Annexure-III to this Report.

INTERNAL AUDITORS

The Company has appointed Ms. Swaraj Sindhu Chartered Accountant (MembershipNo.-515486) as internal auditor to undertake the audit exercise. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. This includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as perthedirections of Audit Committee on an ongoing basis to improve efficiency in operations.

COST AUDITORS

M/s. SDM & Associates Cost Accountants Chandigarh is being appointed as the CostAuditor of the Company to conduct the audit of the cost records of the Company for thefinancial year 2016-17.

The Board of Directors at its meeting held on 24th May 2017 has approvedthe appointment of M/s. SDM & Associates Cost Accountants as the Cost Auditors of theCompany for conducting audit of cost records for the financial year ending 31stMarch 2018. A proposal for ratification of remuneration of the Cost Auditors forFinancial Year 2017-18 is placed before the shareholders.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section-134 (3) (q) and Section197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended as Annexure IV to theDirectors‘ Report.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most importantassets. The Company has taken pragmatic steps for strengthening organizational competencythrough involvement and development of employees as well as installing effective systemsfor improving the productivity quality and accountability at functional levels.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels. INSURANCE

Your Company has taken reasonable steps to prevent risks and the Board is kept apprisedof the risk assessment and minimization procedure.The assets of the Company have beenadequately covered under insurance. The policy values have been enhanced taking intoconsideration the expanded and upgraded facilities of the Company.

INFORMATION TECHNOLOGY

The Company continues to derive its business and service functions through deploymentof a strong Information Technology network across its offices verticals outlets etc. toinculcate efficiency and discipline at all levels. In pursuit of this the Company hasfurther strengthened its Human Resource Information System (HRIS) viz. My Adrenalin whichis web portal dedicated to employees. The employee's information like personal data(personal information qualification and remuneration details etc.) employee data(current & past employment and training details) self-task (attendance leave andtraining request IT declarations etc.) and MIS continue to be coordinated through thisSystem. The Management of the Company interacts with the employees with regular thoughtsand messages on this portal. Also Monthly Newsletter of the Company and other significantinformation are posted on the same. This initiative of the company is a move towardspaperless regime reduction in costs saving of trees and thereby environment. A detailedwrite up on the IT Business is contained in the section on Management Discussion andAnalysis.

RESEARCH AND DEVELOPMENT

The Company continues to give significant attention to Research & Development whichhas been providing significant support to the manufacturing capabilities of the Companyand has helped the company in expanding its product basket significantly. This has alsoenabled the Company to become the most preferred source for its customers and also launchglobal associations.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE-V.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report and marked asAnnexure-VII.

CORPORATE GOVERNANCE

As required by regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchanges a detailed report of CorporateGovernance as well as Corporate Governance Compliance Certificate is included in theAnnual Report and marked as Annexure-VIII.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors confirm that:- in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.

- accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities

- the annual accounts have been prepared on a going concern basis; and;

- Internal financial controls followed by the company and those internal financialcontrols are adequate and were operating effectively.

- proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states where the companyhas its operations. We also take this opportunity to thank our bankers Punjab NationalBank UCO Bank Bank of India State Bank of India HDFC Bank Ltd and other banks fortheir continuous support to the company.

We also thank our esteemed customers & clients vendors and investors for theircontinued support during the year. We also take this opportunity to place on recordappreciation of the contribution made by our employees at all levels. Our growthdemonstrates their commitment handwork support and cooperation.

For and on behalf of the Board of Directors
ALCHEMIST LIMITED
Sd/-
Pavan Kumar Verma
Date: 10th August 2017 (Whole Time Director)
Place: New Delhi DIN-00213365