Your Directors are pleased to present the 26 Annual Report on the business andoperations of the Company along with the Audited Annual Financial Statements and theAuditors' Report thereon for the financial year ended 31 March 2015. The financialhighlights for the year under review are given below:
(Rs. in lacs)
|Particulars ||Financial Year ||Financial Year |
| ||2014-15 ||2013-14 |
|Revenue from Operations& Other Income ||27414 ||84785 |
|Operating Profit /(Loss) ||(1018) ||3320 |
|Finance Charges ||196 ||242 |
|Profit (Loss) before depreciation & Tax ||(1214) ||3078 |
|Depreciation ||682 ||429 |
|Profit/ (Loss)before Tax ||(1896) ||2649 |
|Taxation ||100 ||983 |
|Profit/ (Loss) for the year ||(1996) ||1666 |
|Proposed Dividend ||Nil ||136* |
|Tax on Dividend ||Nil ||23* |
*The Company has reversed the dividend and the corporate dividend tax thereon asdeclared in the previous year as the same was not approved by the shareholders in the AGMdated 26th September 2014.
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. 27414 lacs as compared to Rs. 84785 lacs during the previous year. TheOperating profit/(loss)i.e profit/ (loss) before interest depreciation& Tax duringthe year was Rs. (1018) lacs as compared to Rs.3320 lacs during the previous year. Thenet profit/ (loss) after tax was Rs.(1996) lacs during the year as compared to Rs. 1666lacs 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.
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 Year2014-15 as per the Companies (Declaration and Payment of Dividend) Rules2014.
The paid up Equity Share Capital was Rs.1355.98 Lacs and paid up Preference Sharecapital was 35.70 Lacs as on 31 March 2015.
As the members are aware the Company's equity shares are tradable in electronic form.As on 31 March 2015 12769161(94.17%) of the Company's total paid-up capitalrepresenting 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.
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 2015-16 has beenpaid to the Stock Exchanges. Annual custodian charges of Depository have also been paid toNSDL and CDSL for the same period.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year the Company has transferred the unpaid or unclaimed dividends for thefinancial year 2006-2007 amounting to Rs.1200280/- (Twelve Lacs Two Hundred &Eighty Only) to Investor Education & Protection Fund (IEPF). This amount was due &payable and remained unclaimed and unpaid for a period of seven years as per relevantprovisions of Companies Act 2013 and rules made thereunder.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 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 ended 31stMarch 2008 and onwards remaining unclaimed for a period of seven years from the date oftransfer 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 31 March 2015 the company has four subsidiary companies namely Alchemist FoodsLimited Alchemist Infrastructures Private Limited Alchemist Hospitality Group Limitedand Alchemist Enterprise (S) Pte Ltd Singapore.
The Foods division continues its efforts to add newer products and business models tomeet the demands of customers and to increase its presence in India through more storesand sale outlets across the country.A detailed write up on the company's divisions iscontained in the section on Management Discussion and Analysis elsewhere in this report.
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. The Company will make available the said financial statementsand related detailed information of the subsidiary companies upon the request by anymember of the Company or its subsidiary companies. These financial statements will also bekept open for inspection by any Member at the Registered Office of the Company. TheConsolidated Financial Statements presented by the Company include the financialstatements of its subsidiary companies.
The Company has not accepted any deposits from the public during the year under 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 foods and food processing.
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.
The company continued to mark its presence in business of Global Agri Trade.
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 financialstatements.
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 Listing Agreement.
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 i.e http://www.alchemist.co.in.The details of the transactions with the RelatedParty are provided in the accompanying financial statements. None of the Directors has anypecuniary relationships or transactions vis-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 i.e. http://www.alchemist.co.in.
The Annual Report on CSR activities is annexed herewith marked as Annexure II.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED/RETIRED DURING THEYEAR
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 Ms. Maria Fernandes as an Independent Director of the Companyeffective from 24 March 2015 to 23 March 2020 subject to the approval of theshareholders. Ms. Maria Fernandes appointed as an Additional Director will hold officetill the ensuing AGM and is eligible for appointment. The Company has received requisiterequest in writing from a member of the Company proposing the candidature of Ms. MariaFernandesfor the office of Independent Director. The Board recommends her re-appointmentas an Independent Director of the Company.
The Board has appointed Mr. Vinay Kumar Mittal as Additional Director of the Companyeffective from 13 August2015 who will hold office till the ensuing AGM and is eligiblefor appointment. The Company has received requisite request in writing from a member ofthe Company proposing the candidature of Mr. Vinay Kumar Mittal for the office ofDirector. The Board recommends his re-appointment as a Director of the Company.
During the year following Directors resigned from the Board -
- Mr. Karan Deep Singh with effect from 26 September 2014.
- Ms.Kaajal Aijaz Ilmi with effect from 30 October 2014
- Mr. Tarlochan Singh and Mr. R. P. Chhabrawith effect from 15 April 2015 and 5 June2015 respectively. .
- Major Gen. (Retd.) Anil Kumar Oberoi and Mr. Jaspreet Singh Jolly with effect from 18April 2015 and 20 May 2015 respectively.
The Board places on record its appreciation of the immense contribution made by aboveDirectors to the Company.
At the Board Meeting held on 28 May 2015 Mr. Bikram Bhattacharya Chief FinancialOfficer (CFO) was appointed and designated as "Key Managerial Personnel" of theCompany pursuant to Sections 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
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 Clause 49 of the Listing Agreement with the Stock Exchanges. All independent directorsshall hold office for a term up to five consecutive years on the Board of a Company butshall be eligible for reappointment for next five years on passing of a special resolutionby the Company and 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 www.alchemist.co.in. All the independent directors of theCompany are made aware of their role responsibilities & liabilities at the time oftheir appointment /re-appointment through a formal letter of appointment which alsostipulates various terms and conditions of their engagement.
During the year7(Seven) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Listing Agreement.
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 and Clause49 of the Listing Agreement. The details relating to the same are given in Report onCorporate Governance forming part of 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.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the 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 2014-2015 nocomplaints were received by the Company related to sexual harassment.
M/s N. Kumar Chhabra& Co. Chartered Accountants have been appointed as statutoryauditors of the Company at the last Annual General Meeting held on September 26 2014 fora period of three years subject to ratification by members at every subsequent AnnualGeneral Meeting. Therefore ratification of appointment of Statutory Auditors is beingsought from the members of the Company at the ensuing AGM.
The Company has received a certificate from M/s N. Kumar Chhabra & Co. CharteredAccountants Statutory Auditors to the effect that their re-appointment if made would bewithin the limits prescribed under Section 141(3) (g) of the Companies Act 2013 and theyare not disqualified to be re-appointed as Statutory Auditors.
EXPLANATION TO AUDITOR'S REMARKS
Your Directors noted for future guidance the observations of Statutory Auditors in theAuditors Report-
Reply to Auditors qualifications / observations-
- Regarding redemption of preference shares otherwise than out of the profits-TheCompany was in profit of Rs. 40.67 Lacs (cash profits Rs. 470.50 Lacs) till period ended31 December 2014 and thereafter there was a net loss of Rs. (1996.33) Lacs (cash loss ofRs 1313.98 lacs) for the period ended 31 March 2015. The redemption process had largelybeen completed by December 2014 as part of contractual obligations on due dates. Theamount is not material in the overall context and the company shall make up the reservesin the next financial year without fail.
- Regarding interest free unsecured loans- The Company has given these loansin accordance with agreements which inter-alia provides that these shall be interest freein lieu of options to convert them into shares at valuations which will compensate thecompany for the interest component. Hence no interest has been provided as due from theseborrowers in these annual accounts in view of our contractual terms of lending.
- Regarding computation of the Depreciation-The Company had to make someassumptions about life of assets in view of the changes in the laws and has made a bestjudgment assessment keeping in view all the circumstances. Besides it has charged adequatedepreciation of Rs. 682.34 Lacs for the financial year 2014-15 against Rs. 482.57 Lacs forthe previous financial year 2013-14. There is no cause of concern that depreciation hasbeen under provided in the books as compared to the requirements of law.
- Regarding loan to Alchemist Foods Limited subsidiary of the Company-Thedocuments in question have been misplaced by a former employee and efforts are being madeto recreate these documents with retrospective effect and will be made available to theauditors at the earliest.
- Regarding amount of Rs. 1.79 lacs pertaining to labour cess outstanding as on31 March 2015 for a period of more than six months from the date it became payable- Thissmall amount seems to be an oversight /inadvertent error in the system and the same hasbeen paid as on date.
- Regarding default in repayment of loans and interest- All the outstandingamounts has been paid as on date. Rest of the observations of the Auditors areself-explanatory and do not need further comment from the management and they are notedfor future guidance and compliance.
The Board has appointed M/s Tannu Mehta Company Secretary to conduct Secretarial Auditfor the financial year 2014- 15. The Secretarial Audit Report for the financial year ended31 March 2015 is annexed herewith marked as Annexure- III to this Report.
The Company has a separate internal audit department constituting of professionalsundertaking audit exercise.
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 the for financial year 2014-15.
The Board of Directors at its meeting held on 28 May 2015 has approved theappointment of M/s. SDM & Associates Cost Accountants as the Cost Auditors of theCompany for conducting audit of cost records for the financial year ending 31 March2016. A proposal for ratification of remuneration of the Cost Auditors for Financial Year2015-16 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 tothe Directors` Report.
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.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
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.
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 Chairman of the Company interacts with the employees with regular thoughts andmessages 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) oftheCompaniesAct2013 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
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 as Annexure-VI.
As required by the existing clause 49 of the listing agreements with the stockexchanges a detailed report of Corporate Governance as well as Corporate GovernanceCompliance Certificate is included in the Annual Report and marked as
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 applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
- 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.
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 UCOBank Bank of India State Bank of India HDFC Bank Ltd and other banks for theircontinuous 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 growthdemonstratestheir commitment handwork support and cooperation.
| ||For and on behalf of the Board of Directors |
| ||ALCHEMIST LIMITED |
|Date: 13 August 2015 ||Pavan Kumar Verma |
|Place: New Delhi ||(Whole time Director) |
| ||DIN-00213365 |
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The Particulars as prescribed in Section 134 (3) (m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are as follows :
A. CONSERVATION OF ENERGY
(i) The Steps taken or impact on Conservation of Energy and the steps taken by theCompany for utilizing alternate sources of Energy
The Company continues to work towards Conservation of Energy and has been takingvarious measures like replacement of outdated energy intensive equipment with energysaving equipment better use of natural/ artificial lights installation of variablefrequency drive in place of conventional motors timely maintenance of electricalequipment etc. It has helped the company in improving efficiency reduction in cost ofproduction with lesser break down of machinery.
(ii) The Capital Investment (if any) on Energy conservation equipment
The Company is engaged in energy conservation on continuous basis. The company hastaken adequate steps for effective utilization of power for cost reduction.
B. TECHNOLOGY ABSORPTION
The Company has not imported any technology during the year under review.
C. RESEARCH AND DEVELOPMENT (R&D)
Your Company continues to accord high priority to the Research & Developmentactivities. Research & Development Centre of the Company carries out research work inseveral areas with the objective of introducing new products; improve quality of existingproducts and to lower the cost of production.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
|Total Foreign Exchange Earned ||Nil |
|Total Foreign Exchange Outgo ||Nil |
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the company's CSR policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes
The aim of the Corporate Social Responsibility Policy (CSR Policy) as approved by Boardof Directors of the Company is to ensure that the Company becomes a socially responsibleCorporate Entity contributing towards improving the quality of life of the Society atlarge. The policy applies to all CSR initiatives and activities undertaken / to beundertaken by the Company independently or any Group Company or any NGO or through aregistered public charitable trust.
The Vision of CSR Policy is as to align and integrate its resources with Society'sdevelopmental needs towards creating a better tomorrow.
The Mission of CSR Policy is to align its objective vision and carry out initiativesin the area of education and skill development social and economic welfare andenvironmental sustainability.
Web Link for CSR Policy: http://www.alchemist.co.in
2. Composition of the CSR committee
|S. No. ||Name ||Designation |
|1. ||Mr. Pavan Kumar Verma ||Chairman |
|2. ||Ms. Maria Fernandes ||Member |
|3. ||Mr. R. P. Chhabra* ||Member |
*ceased to be a member w.e.f 5 June 2015
|3. Average net profit of the company for last three financial years ||:Rs.2249.62 Lacs |
|4. Prescribed CSR Expenditure ( 2% of the amount as in item 3 above) ||:Rs. 45.00 Lacs |
|5. Details of CSR spend for the financial year : || |
|a) Total amount spent for the financial year ||: Rs. Nil |
|b) Amount unspent if any ||: Rs. 45.00 Lacs |
|c) Manner in which the amount spent during the financial year ||: N.A |
6. Reason for not spending in the prescribed CSR Expenditure- In view of the NetLoss of Rs. (1996) Lacs in the current financial year the management of the Companydecided not to spend on CSR activities and will do so in the later years as per the CSRpolicy of the Company.
| ||FOR ALCHEMIST LIMITED |
|Date:13 August 2015 ||Pavan Kumar Verma |
|Place: New Delhi ||(Chairman- CSR Committee) |