The Directors have the pleasure of presenting the 29th Twenty Ninth Annual Report ofyour company together with the Audited Financial Statements for the year ended 31st March2017.
Financial Summary (in lacs).
|Standalone Financial Results ||Financial Year ended |
| ||Standalone |
| ||31/03/2017 ||31/03/2016 |
|Total Income ||7175.25 ||5959.43 |
|Profit before finance cost & depreciation ||1112.07 ||1290.81 |
|Less: Finance Cost ||170.95 ||144.62 |
|Depreciation and Amortization ||76.08 ||83.09 |
|Profit Before Tax ||865.04 ||1063.10 |
|Less: Provision for Taxation || || |
|Current Tax ||(303.36) ||(285) |
|Deferred Tax ||10.36 ||(4.14) |
|Net Profit ||572.04 ||773.96 |
The standalone and consolidated financial statements are prepared in accordance withthe Accounting Standards as prescribed by Institute of Chartered Accountants of India
The audited consolidated financial statements are provided in this Annual Report.
The Directors do not recommend any dividend for the financial year ended March 312017 with a view to retain internal accruals and will be used for the growth/expansion ofthe company.
3. MANAGEMENT DISCUSSIONS AND ANALYSIS
a) Industry Structure and Development Outlook: The Indian Pharmaceutical market isgrowingly rapidly with a solid boost of Research and Development in the current scenariothe Indian Pharmaceuticals Market (IPM) has seen double-digit growth. The IndianPharmaceuticals market is forecasted to grow at an annual growth rate (CAGR) of 11.8%(+/-3%) between 2015 to 2020.
b) Financial Performance: During the financial year under report the companyregistered a total income of 7175.25 Lacs as against 5959.43 Lacs in the previousfinancial year a growth of 20.38% is noticed. During the year company suffered somesetbacks in the overseas market due to shortage of dollars it will effect some liquiditycrunch during the year.
During the year under report Earning before finance cost and depreciation amounted toRs.1112.07 Lacs as compared to 1290.81 Lacs in the previous financial year. The operationshave resulted 572.04 lacs as against 773.96 lacs in the previous financial year at aslightly negative growth of -26% due to increase in cost of materials as compared toprevious financial year.
c) SEGMENT REPORTING: The Company operates in a single segment of Drugs andChemicals which is the primary reportable segment and the same is given in the notes tothe financial statements.
d) OUTLOOK RISKS AND CONCERNS: Although some troubles in economic sector ofcertain regions are impending the Pharma sales growth long-term outlook for thepharmaceutical industry remains positive The Pharma industry growth will be driven mainlyby population growth. India enjoys an important position in the global pharmaceuticalsector Indian pharmaceuticals exports have significantly increased from US$ 2 billion in2006 to about US$ 15 billion the Indian pharmaceuticals is the third largest in terms ofvolume and thirteenth largest in terms of value. However some risk and concerns had beenfaced by the organization like:
a) Currency fluctuations
b) Regulatory issues
c) Government mandated price controls
e) Litigation risk
f) manufacturing and supplying risk and resultant all round increase in input costs arefew causes of concern and risk needs to be control appropriately.
During the year under report there was no change in the nature of company business.
e) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has reasonable systemof internal controls in power supervision checks policies and procedures which arebeing tested on routine basis by the management. Moreover the company continuouslyupgrades these systems in line with the best accounting practices. The Audit Committeealso reviews the adequacy of internal controls systems and the compliance thereof.Further the annual financial statements of the company are reviewed and recommended bythe audit committee for the consideration and approval of the board of directors. Thecommittee also reviews internal controls systems significant accounting policy majoraccounting entries related party transactions etc..
f) HUMAN RESOURCES: The human resource plays a important role in the growthand success of an organization. The company has maintained cordial and harmoniousrelations with employees across various locations. Company has a policy to retain talentat its high priority to enable achievement of organizational goal and vision. During theyear under review various training were conducted to improve the competency level ofemployees with an objective to improve the operational performance of individuals. Thecompany strives to enhance the technical work related and general skills of employeesthrough training programs on a recurrent basis.
The company has 384 permanent employees as on 31st March 2017.
g) CAUTIONARY STATEMENT: Certain statement in the management discussion andanalysis may be forward looking within the meaning of applicable securities laws andregulations and actual results may differ materially from those expressed or implied.Factors that would make differences to company's operations include competition currencyfluctuations regulatory issues changes in government policies with in India andthe countries in which the company conduct business and other incidental factors.
4. SHARE CAPITAL: The paid up equity share capital of the company as at 31st March2017 is Rs. 2104.06 Lacs and there is no change in share capital of the company ascompared to the previous financial year.
5. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES***: There has been nomaterial change in the nature of the business of the subsidiary. The company has nosubsidiary which can be considered as material with in the meaning of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
As required the financial data of the subsidiary is furnished in the prescribed formAOC-1 as an Annexure to the consolidated financial statements Pursuant to the provisionsof section 129 (3) of the Companies Act2013 the consolidated financial statements of thecompany are attached.
***Note: The Company is partner in Seabright Landmark Projects LLP to the extent of 18%share in profit
During the year under review Mrs. Shashi Jain (Independent director) resigned asdirector from 28th May 2016. The Board places on record their appreciation of thevaluable service rendered by Mrs. Shashi Jain during their tenure and for theircontribution to the deliberations of the Board.
The Board of Directors has appointed Mrs. Jyoti Jain as independent director in placeof Mrs. Shashi Jain and Mr. Paresh Chawla as Managing Director of the Company.
Mr. Krishnadas Malani Mr. Sharad Chand Lunawat Mr. Devendra Kumar Baheti and Mrs.Jyoti Jain who are Independent directors have submitted declarations that each of themmeet the criteria of independence as laid down under section 149 (6) of the Act and theListing Regulations. Based on disclosure provided by directors none of them aredisqualified from being appointed as Directors under section 164 of the Companies Act2013.
Shri Pravin Shah Executive Director of the company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.
A brief note on Directors proposed for appointment is furnished in the Report onCorporate Governance.
b) Retirement by rotation:
To appoint a director in place of Mr. Pravin Shah who retires by rotation and beingeligible offers himself for reappointment.
c) Remuneration Policy and Board Evaluation:
In Compliance with the provision of the companies Act 2013 and regulation 27 of theListing Obligations and Disclosure Requirements (LODR) the Board of Directors on therecommendation of the Nomination and Remuneration Committee adopted a policy onremuneration of directors and senior management. The remuneration policy is stated in theCorporate Governance Report. Performance evaluation of the Board was carried out duringthe period under review. The detail of the same is mentioned in the corporate governancereport.
d) Familiarisation Program for the Independent Directors :
In Compliance with the requirements of SEBI Regulations the company undertookdirector's familiarization programme to familiarize them with their roles rights andresponsibilities as directors the company's operations and other relevant informationwhich would enable them to effectively discharge the responsibilities and functionsconferred on them. Details is placed on the company's website
e) Meetings of the Board and Committees thereof:
This information has been furnished under Report on Corporate Governance which isannexed.
f) Code of Conduct for Board of Director:
The Company has also adopted a Code of Conduct for Board of Directors. This is alsoposted on company's website. All directors confirmed their abidance with the Code.
g). DIRECTOR RESPONSIBILITY STATEMENT:
Your Director confirms:
a) that in the preparation of the annual financial statements for the year ended March31 2017 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any.
b) that your directors have selected such accounting policies as mentioned in the Notesto the financial statements have been applied consistently and judgments and estimatesthat are reasonable and prudent have been made so as to give a true and fair view of thestate of affairs of the Company and of the Profit and Loss of the Company for the yearended March 31 2017.
c) that your directors have taken proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
d) that your directors have prepared the annual financial statements have been preparedon a going concern basis.
e) that your directors have laid down internal financial controls were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) that your directors have devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and that such systems were adequate andoperating effectively.
8. CORPORATE GOVERNANCE: As per the requirement of SEBI (Listing Obligations andDisclosure requirements) Regulations 2015 the company has complied with the requirementsof Corporate Governance in all material aspects A report on Corporate Governance (Annexure-1)together with a certificate of its compliance from a practicing company secretary formspart of the report.
9. FIXED DEPOSITS: During the year under review the company has not accepted anyfixed deposits and as such no amount of principal or interest on deposit from public wasoutstanding as on the date of the balance sheet.
10. AUDIT COMMITTEE: Details of the Audit Committee along with its constitution andother details are provided in the Report on Corporate Governance.
11. AUDITORS AUDIT REPORT AND AUDITED ACCOUNTS. M/s. C.H Padliya & Co.Chartered Accountants (Firm Registration Number 003151C) retire as auditors of thecompany under the provisions of Section 139 of the Companies Act2013. They are noteligible for re-appointment as the auditors of the company under the provisions of Section139 (2) of the Companies Act 2013. The Board places on record its appreciation for theservices rendered by M/s. C.H Padliya & Co. Chartered Accountants as the statutoryauditors of the company for all these years.
In their place it is proposed by the company to appoint M/s. Anuradha Ratnaparkhi andAssociates Chartered Accountant (Membership No.075412) as the statutory auditor of thecompany for a period of 5 Years till the conclusion of 34th Annual General Meeting of thecompany and the necessary resolution in this regard is proposed to be passed by themembers of the company at the ensuing Annual General Meeting.
The Auditor's report read with the notes to the accounts referred to therein areself-explanatory and therefore do not call for any further comments. There are noqualifications reservations or adverse remarks made by the auditors.
12. COST AUDIT: Pursuant to the provisions of Section 148 of the Companies Act2013 M/s. Sudeep Saxena & Associates Cost Accountants (Registration Number 100980)were appointed as Cost Auditors for the financial year 2016-2017 to conduct audit of costrecords of the company
The Cost audit report for the financial year 2015-2016 was filed on 30th September2016.
13. SECRETERIAL AUDITORS: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and other applicable provisions if any of the act M/s. Shilpesh Dalal& Co. Company Secretaries were appointed as the secretarial auditors for auditing thesecretarial records maintained by the company for the financial year 2016-2017.
The Secretarial Audit Report is attached (in FORM No. MR-3) to this report.There are no qualifications reservations or adverse remarks made by the SecretarialAuditors
14 CORPORATE SOCIAL RESPONSIBILITY: The Company is always being a committed goodcorporate citizen as a part of its Social responsibility the companies undertake variousactivities for the benefit of needy people company has maintain good relationship withthe charitable organization and support for the people to improve the living conditions.During the year under review company has supported old age homes and promotional of SocialActivities undertaken by charitable institutions and organizations
Pursuant to the provisions of section 135 of the companies act 2013 rules madethereunder the company has constituted a CSR Committee to monitor CSR Activities of thecompany the said policy may be accessed on the company website at the linkwww.alpalabs.in
An abstract on company CSR activities is furnished as Annexure-2 to this report.
15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statement.
16. PARTICULARS OF CONTRACTS AND RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act 2013 and LODR company hasformulated a policy on Related Party Transactions. All related party transactions that areentered during the financial year were on arm's length basis and in the ordinary course ofbusiness. There were no materially significant transactions with Related Parties duringthe financial year 2016-17. The policy of related party transaction Board had approvedpolicies on Related Party Transactions. and the same have been uploaded on the Company'swebsite under the web link: www.alpalabs.in.
Related party transactions are disclosed in the notes to the financial statements.Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014 is furnished as Annexure- 3to this report.
17. SAFETY ENVIRONMENT AND HEALTH: The Company considers safety environment andhealth as the management responsibility; regular training programmes are carried out onsafety health and environment.
18. PREVENTION OF SEXUAL HARRASMENT AT WORK PLACE: The Company is committed toprovide a healthy environment to all employees and thus does not tolerate anydiscrimination and/or harassment in any form. The Company has in place a Prevention ofSexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. Frequentcommunication of this policy is done at regular intervals to woman employees
The Company has setup an Internal Complaints Committee (ICC) at location where itoperates in India. ICC has representation of men and women and is chaired by senior ladyand has an external women representation.
The following is the summary of the complaints received and disposed off during thefinancial year 2015-16:
a) No. of complaints received: 0
b) No. of complaints disposed off: 0
19. WHISTLE BLOWER POLICY/VIGIL MECHANISM: Pursuant to Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 and Regulation 22 of the SEBI LODR Regulation 2015 the Board of Directorshad approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on thewebsite of the Company at a link www.alpalabs.in
This Policy inter-alia provides a direct access to the Chairman of the AuditCommittee.
Your Company hereby affirms that no personnel have been denied access to the Chairmanof the Audit Committee and that no complaints were received during the year.
20. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: The Company has also adopteda code of conduct for prevention of insider trading. This is also posted on company'swebsite.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There areno significant and material orders passed by the Regulators or Courts or Tribunals whichwould impact the going concern status of the Company.
22. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
Details of remuneration as required under Section 197 (12) of the Companies Act 2013read with rules 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is Annexed- 4 to this report. There were no employees withremuneration in excess of the limits set out under 197 (12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished in Annexure-5 tothis Report.
22. EXTRACT OF ANNUAL RETURN: An extract of annual return in Form MGT-9 as on 31stMarch 2017 is furnished as Annexure-6 this report.
The Directors wish to express their appreciation for the continued co-operation of theGovernment Authorities and Agencies bankers customers dealers and suppliers and alsothe valuable assistance and advice received from the Statutory Auditors CompaniesSecretarial Auditors Legal advisors and all the shareholders. The Directors also wish tothank all the employees for their contribution support and continued co-operationthroughout the year.
| ||On behalf of the Board of Directors of |
| ||Alpa Laboratories Limited |
|Pigdamber Rau. ||Paresh Chawla |
|10th August 2017 ||Managing Director |