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Alpa Laboratories Ltd.

BSE: 532878 Sector: Health care
NSE: ALPA ISIN Code: INE385I01010
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OPEN 31.00
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VOLUME 33409
52-Week high 49.90
52-Week low 27.75
P/E 10.09
Mkt Cap.(Rs cr) 67
Buy Price 31.90
Buy Qty 2259.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.00
CLOSE 31.60
VOLUME 33409
52-Week high 49.90
52-Week low 27.75
P/E 10.09
Mkt Cap.(Rs cr) 67
Buy Price 31.90
Buy Qty 2259.00
Sell Price 0.00
Sell Qty 0.00

Alpa Laboratories Ltd. (ALPA) - Director Report

Company director report

1. Performance/Operations

The Directors have pleasure in presenting the Annual Report of the Company togetherwith the financial statements for the year ended March 31 2016.

During the Financial Year your management is striving to improve the performance of thecompany. However due to cut thought competition in the pharmaceutical market turnover ofcompany reduced from previous financial year from Rs. 5739.39 Lacs to Rs.5350.20. Lacs.But Profit after tax increased from Rs. (139.69) Lacs to Rs.773.96 Lacs.

As the promoter group comprises of Three Group families viz.; Patel Family ChawlaFamily and Shah Family. During the year Patel Family exit from the promoter group as wellas from management of the company. All the shares belonging to Patel Family were acquiredby Chawla Family to provide them exit option.

Financial Summary

(Rs. in lacs)

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016 31/03/2015 31/03/2016 31/03/2015
Gross Total Revenue 5959.43 6018.20 5877.35 6018.20
Profit/(Loss) before tax 1063.10 (271.08) 973.74 (271.17)
Profit/(Loss) after tax 773.96 (139.68) 684.61 (139.77)
Balance Brought Forward from Previous Year 1090.78 1230.46 1090.69 1230.46
Profit carried to Balance Sheet 1864.74 1090.78 1775.30 1090.69

2. Company Performance

During the year under review your Company witnessed a modest recovery in terms ofincrease in profit after three years of down cycle. Your Company improved its productrange facilitated by appropriate product mix. A sustained focus on meeting customerrequirements and initiatives in network expansion resulted in improved results.

3. Dividend

The Directors do not recommend any dividend for the financial year ended March 312016 with a view to retain internal accruals.

4. Changes to Equity Share Capital

There is no change in Share capital of Company. The company has not issued any Securityduring the Financial Year.

5. Human Resources

People are our most valuable asset in the Company and your Company places theengagement development and retention of talent at its highest priority to enableachievement of organizational goal and vision. Structure Process and Culture are thecorner-stones of our Human Resources strategy and we have made strides in each area duringthe last year.

Your Company sustained harmonious and healthy industrial relations which will set thetrend in employee productivity workforce flexibility.

6. Headcount

The total number permanent employees in the Company as on March 31 2016 was 399 asagainst 366 as on March 31 2016 as company is

7. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company is committed to provide a healthy environment to all employees and thusdoes not tolerate any discrimination and/or harassment in any form. The Company has inplace a Prevention of Sexual Harassment (POSH) policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Frequent communication of this policy is done at regular intervals to woman employees.Following are some of the awareness programs imparted to train Employees and InternalComplaints Committee (ICC).

1. Every employee is supposed to undergo mandatory learning module on "Preventionof Sexual Harassment" at workplace.

2. The internal complaints committee is regularly updated about the Law when thecommittee members are appointed in the committee.

3. Policy of "Prevention of Sexual Harassment" at workplace is available onintranet for employees to access as and when required.

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.

On receipt of any compliant ICC investigates the case and provides its recommendationsto the Board of Directors. The apex authority upon receiving the recommendations from ICCarrives at the conclusion and acts upon such recommendations.

Penal consequences of Sexual Harassment ("SH") and the constitution of theICC is displayed at conspicuous places. The posters are also displayed in regionallanguages at offices/works.

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

8. Board Committees

The Company has the following Committees of the Board:

1 Audit Committee;

2 Nomination and Remuneration Committee ;

3 Stakeholders Relationship Committee;

4. Risk Management Committee.

5. Internal Complaints Committee (ICC) for prevention and reddressal of SexualHarassment.

The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.

9. Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines as laid outin Regulation 49 of the Listing Agreement as well as Regulation 15 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. The detailed report on theCorporate Governance is annexed and forms and integral part of this Annual Report. TheManaging Director has given a certificate of compliance with the Code of Conduct whichforms part of part of this report.

The details of Related Party disclosures/transactions attracting provisions ofCompanies Act 2013 or falling under ambit of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 has been provided in Corporate Governance Report.

The Related party transactions as per Accounting Standards AS-18 if any are disclosedin the Notes to Accounts in the Financial Statements.

10. Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statementsread with AS-23 on Accounting for Investments in Associates the audited consolidatedfinancial statement is provided in the Annual Report.

11. Subsidiaries Associates and Joint Ventures

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Subsidiaries' Associates' and Joint Ventures (in Form AOC-1)is attached to the financial statements. Annexure-A

12. Directors

a. During the year under review there was no change in Directorship in the Company.AllIndependent directors have given declarations that they meet the criteria of independenceas laid down under section 149 (6) of the Act and the Listing Regulations. Based ondisclosure provided by directors none of them are disqualified from being appointed asDirectors under section 164 of the Companies Act 2013.

As on 31st March 2016 Shri P.R. Patel Managing Director Shri M.S. ChawlaWhole Time Director Shri P.C. Shah Whole Time Director Shri Jayesh Patel ChiefExecutive Officer Shri Bakulesh Shah Chief Finance Officer Ms. Monali Patel Companysecretary are "Key Managerial Personnel" of the Company pursuant to Sections2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Shri Sharad Lunawat Shri K.D. Malaniand Shri Devendra Baheti are independent directors as per provisions of Section 149 ofCompanies Act 2013. Mrs. Shashi Jain is Woman director by the Board of Directors.

Shri M.S. Chawla Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment.

In Post financial year event;

Shri P.R. Patel resigned from office of Managing Director as well as Director ShriJayesh Patel resigned from office of CEO and Ms. Monali Patel was resigned from office ofCompany Secretary. The Board accepted all the resignation w.e.f 9th April2016.

A brief note on Directors proposed for appointment is furnished in the Report onCorporate Governance.

The Independent Directors of the Company have declared that they meet the criteria ofIndependence in terms of Section 149(6) of the Companies Act 2013 and that there is nochange in their status of Independence.

b) Retirement by rotation

To appoint a director in place of Mr. Mahendra Singh Chawla (DIN 00362058) who retiresby rotation and being eligible offers himself for re-appointment.

c) Familiarisation Program for Independent Directors :

The company undertook director's familiarization programme for familiarizing them withcompany's operations and other relevant information which would enable them to effectivelydischarge the responsibilities and functions conferred on them. Details is placed on thecompany's website

d) Board Meetings.

During the year four meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report.

e) Board Evaluation

The Paid up Capital of Company is less than twenty Five Crores therefore it is notmandatory evaluation of Board of Directors. However the Board evaluates its ownperformance the working of its Committees (Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee) and Independent Directors (withoutparticipation of the relevant Independent Director).

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.

13. Auditors

a. Statutory Auditors

C. H. Padliya & Co. Chartered Accountants (FRN 003151C) auditors of the Companyretire at the conclusion of the forthcoming Annual General Meeting and are eligible forreappointment. The Company has received confirmation from the firm regarding their consentand eligibility under Sections 139 and 141 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 for appointment as the Auditors of the Company.

As required under Regulation 15 of the SEBI (Listing Obligations and Disclosurerequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

The Audit Committee and the Board of Directors have recommended the appointment of theAuditors for the financial year 2016-17. The necessary resolution is being placed beforethe shareholders for approval.

The Auditors' Report is self-explanatory and does not contain any qualificationreservation or adverse remark.

b. Cost Auditor

The Board appointed M/s Sudeep Saxena & Associates Practicing Cost Accountants(Regn No: 100980) as Cost Auditors for the financial year 2016-17 to carry out the costaudit of Company's records in respect of Drugs and Pharmaceuticals. Cost Audit Reportwould be submitted to Central Government.

Cost Audit Report for the financial year 2014-15 was filed on September 30 2015 (duedate- September 30 2015).

The Cost Auditors' Report is self-explanatory and does not contain any qualificationreservation or adverse remark.

c. Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. Shilpesh Dalal & Co. Company Secretary inPractice Indore to conduct the Secretarial Audit of the Company for the financial yearended March 31 2016.

The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to thisReport.

13. Remuneration Policy of the Company

The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report.

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Our compensation philosophy is to align Directorsand employees compensation with our business objectives so that compensation is used as astrategic tool that helps us recruit motivate and retain talented individuals who arecommitted to our core values. The Company pays remuneration by way of salary to itsManaging Director and other Executive Directors.

14. Particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013

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.

15. Related Party Transactions:

All related party transactions entered during the financial year were on arm's lengthbasis and in the ordinary course of business. There were no materially significanttransactions with Related Parties during the financial year 2015-16. Suitable disclosuresas required under AS-18 and have been put in notes to the financial statements.

The Board had approved amendment in policies on Related Party Transactions. and thesame have been uploaded on the Company's website under the web link: www.alpalabs.in .

16. 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 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.

17. Material changes and commitments affecting the financial position of the Company.

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2016) and the date of the Report(August 12 2016).

18. Corporate Social Responsibility (CSR) initiatives:

Provisions of Section 135 of the Companies Act 2013 are not applicable to companyduring Financial Year under review.

19. Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI LODRRegulation 2015 the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

20. Subsidiaries/Joint Venture:

Your Company has one wholly owned subsidiary. Financial statements of subsidiary aredisclosed in the consolidated financial statements which forms part of this Annual Report.

Name of company Status
Norfolk Mercantile Pvt Ltd Wholly Owned Subsidiary

Note: The Company is partner in Seabright Landmarks Project LLP to the extent of 18%share in profit.

21. Deposits:

During the year under review your Company has not accepted any deposits from thepublic falling within the purview of section 73 of the act read with the Companies(Acceptance of Deposits) Rules 2014.

22. Internal Control Systems and Compliance Framework:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has a proper and adequate system of internalcontrols. This ensures that all transactions are authorised recorded and reportedcorrectly and assets are safeguarded and protected against loss from unauthorized use ordisposition. In addition there are operational controls covering the entire spectrum ofinternal financial controls.

The Company also has an Audit Committee which interact with the Statutory AuditorsInternal Auditors and Management in dealing with matters within its terms of reference.This Committee mainly deals with accounting matters financial reporting Related PartyTransactions and internal controls.

23. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) in the preparation of the annual financial statements for the year ended March 312016 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures if any.

b) for the financial year ended March 31 2016 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2016.

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

24. Code of Conduct for prevention of Insider Trading :

The Company has also adopted a code of conduct for prevention of insider trading Thisis also posted on company's website.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company.

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

26. Research and Development Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo

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-C tothis Report.

27. Extract of Annual Return :

An Extract of Annual Return in Form MGT-9 as on 31st March 2016 is annexedto this report in Annexure-D

28. Awards and Accolades :

During the year the company has not won any award

29. Gratitude & Acknowledgement

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
Paresh Chawla M.S. Chawla Devendra Baheti
Managing Director Whole Time Director Chairman-Audit Committee
Pigdember Rau Indore
August 12 2016

Annexure "A" to the Directors' Report

Form AOC-1

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section(3) of Section 129 read with rule 5 of Companies (Accounts) Rules 2014).

Part "A" Subsidiary Financial Summary

Name of Subsidiary

(Figures in Rs. Lacs) Norfolk Mercantile Private Limited

Particulars As on 31.03.2016 As On 31.03.2015
Share Capital 262.00 NA
Reserves & Surplus (89.51) NA
Total Assets 1986.61 NA
Total Liabilities (excluding share capital and reserves and surplus) 1814.12 NA
Details of investments (In assets) 1011.00 1010.00
Turnover (Includes Other income) 16.36 0.00
Profit/ (Loss) before taxation (89.35) (0.16)
Provision for taxation 0.00 0.00
Profit/ (Loss) after taxation (89.35) (0.16)
Proposed dividend 0.00 0.00
% of share holding 100% 100%
Reporting Currency INR INR
Exchange Rate to INR on March 31 Nil Nil

Annexure "C" to the Directors' Report

Particulars of Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo.

(A) CONSERVATION OF ENERGY

- Manufacturing plants continue their efforts in conserving energy in various formslike energy conservation projects continuous monitoring etc and by Optimizing Plant Powerload to match the demand.

The company does not use any alternate source of energy. There is no substantial amountspent on energy conservation equipment.

Carbon Credit : Nil

Details of conservation of energy technology absorption foreign exchange earnings andoutgo

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Continuous Monitoring on electricity uses to reduce the misuse or wastage of electricity at factory and office premise
(ii) the steps taken by the company for utilizing alternate sources of energy Nil
(iii) the capital investment on energy conservation equipments Nil

(b) Technology absorption

(i) the efforts made towards technology absorption Machineries and electrical equipment are properly maintained
(ii) the benefits derived like product improvement cost reduction product development or import substitution. Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil
(a) the details of technology imported Nil
(b) the year of import; Nil
(c) whether the technology been fully absorbed Nil
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Nil
(iv) the expenditure incurred on Research and Development Nil

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was Rs.326.35 lacs and the totalforeign exchange earned was Rs. 1811.13 lacs.

(Rs.in lacs)
Year Ended 31st March 2016 2015
Earning on Account of Export 1811.13 1545.66
Outgoings
• For Raw Material 301.62 511.75
• For Capital Goods 15.01 28.35
• For Professional and Consultation fees 0.00 80.87
• For Bank Charges 3.10 2.25
• For Travel Expenses 6.62 4.67