Your Directors have pleasure in presenting their 114th Annual Reporttogether with the Audited Statement of Accounts for the year ended on 31stMarch 2021.
1 Operations and State of Affairs of the Company:
|For the year ended 31st March ||2021 ||2020 |
|Profit for the year before Interest Depreciation and Tax ||2070 ||9719 |
|Adjusting therefrom: || || |
|Interest (net) ||27 ||28 |
|Depreciation ||391 ||323 |
|Provision for deferred tax liabilities ||31 ||28 |
|Provision for current tax ||284 ||(15) |
|Profit for the year ||1336 ||9355 |
|Add: || || |
|Balance brought forward from previous year ||18753 ||15069 |
|Total amount available for Appropriations ||20089 ||24424 |
|Other Appropriations ||(6) ||52 |
|Less: || || |
|Dividend paid on Equity Shares during the year ||1541 ||514 |
|Corporate Dividend tax paid during the year ||- ||106 |
|Transfer to General Reserve ||- ||5000 |
|Balance carried forward to next year's accounts ||18555 ||18753 |
The Company has prepared the Standalone and Consolidated Financial Statements inaccordance with the Companies (Indian Accounting Standards) Rules 2015 prescribed underSection 133 of the Companies Act 2013 (the "Act").
2 Transfer to General Reserve:
During the year under review the Company has not proposed any amount to be transferredto General Reserve out of the net profits of the Company for the financial year 2020-21.
Your Directors recommended Dividend of Rs 0.20/- (i.e. 10%) per equity share havingface value Rs 2/- each for the financial year ended 31st March 2021 as againstRs 0.60/- (i.e. 30%) per equity share for the financial year ended 31st March2020.
4 Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Regulation 34 read withSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations2015") is annexed herewith as Annexure A. Certain Statements in the said report maybe forward-looking. Many factors may affect the actual results which could be differentfrom what the Directors envisage in terms of the future performance and outlook.
5 Subsidiaries Associates and Joint Ventures:
A statement containing the salient features of the financial statements of subsidiaryand associates companies as per Section 129(3) of the Act is part of the consolidatedfinancial statements.
In accordance with third proviso of Section 136(1) of the Act the Annual Report of theCompany containing therein its standalone and the consolidated financial statements hasbeen placed on the website of the Company www.alembiclimited.com. Further as perfourth proviso of the said section audited annual accounts of the subsidiary company hasalso been placed on the website of the Company. Shareholders interested in obtaining aphysical copy of the audited annual accounts of the subsidiary company may write to theCompany Secretary requesting for the same.
In accordance with the provisions of Section 152 and other applicableprovisions if any of the Act and the Articles of Association of the Company Mr.Udit Amin (DIN : 00244235) Non-Executive Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Mr. Chirayu Amin (DIN: 00242549) Non-Executive Non-Independent Director of the Companywill attain the age of 75 years on 4th December 2021. In accordance with the provisionsof Regulation 17(1A) of the SEBI Listing Regulations 2015 the Board of Directors at itsmeeting held on 11th May 2021 based on the recommendation of Nomination and RemunerationCommittee approved the continuation of directorship of Mr. Chirayu Amin as a Non-ExecutiveNon-Independent Director of the Company after attaining 75 years of age subject tomember's approval by way of a Special Resolution.
7 Key Managerial Personnel:
Mrs. Malika Amin Managing Director and CEO Mr. Rasesh Shah CFO and Mr. DrigeshMittal Company Secretary are Key Managerial Personnel of the Company.
8 Meetings of the Board:
Four (4) Board Meetings were held during the financial year ended 31stMarch 2021. The details of the Board Meetings with regard to their dates and attendanceof each of the Directors thereat have been provided in the Corporate Governance Report.
9 Independent Directors:
The Company has received declarations / confirmations from all the IndependentDirectors of the Company as required under Section 149(7) of the Act read with Rule 6 ofthe Companies (Appointment and Qualifications of Directors) Rules 2014 and Regulation25(8) of the SEBI Listing Regulations 2015.
10 Performance Evaluation:
Pursuant to the provisions of the Act and the SEBI Listing Regulations 2015 the Boardhas carried out the annual performance evaluation of the Directors individually as well asevaluation of the working of the Board and of the Committees of the Board by way ofindividual and collective feedback from Directors.
The following were the Evaluation Criteria: (a) For Independent Directors:
- Knowledge and Skills
- Professional Conduct
- Duties Role and functions
- Fulfillment of the Independence Criteria and independence from the management (b)
For Non-Executive Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(c) For Executive Directors:
- Performance as Team Leader/Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Set Key Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
11 Audit Committee:
The Audit Committee consists of Independent Directors with Mr. C. P. Buch as Chairmanand Mr. Sameer Khera and Mr. Mayank Amin as members. The Committee inter alia reviews theInternal Control System Reports of Internal Auditors Key Audit Matters presented by theStatutory Auditors and compliance of various regulations. The Committee also reviews thefinancial statements before they are placed before the Board of Directors.
12 Vigil Mechanism:
Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI ListingRegulations 2015 a Vigil Mechanism or Whistle Blower Policy for directors employees andother stakeholders to report genuine concerns has been established. The same is alsouploaded on the website of the Company and the web-link as required under SEBI ListingRegulations 2015 is as under: https://www.alembiclimited.com/policy/AL-Whistle%20Blower%20Policy.pdf
13 Internal Control Systems:
The Company's internal control procedures which includes internal financial controlsensure compliance with various policies practices and statutes and keeping in view theorganization's pace of growth and increasing complexity of operations. The internalauditors' team carries out extensive audits throughout the year across all locations andacross all functional areas and submits its reports to the Audit Committee of the Board ofDirectors.
14 Corporate Social Responsibility:
Alembic Group has been proactively carrying out CSR activities since more than fiftyyears. Alembic Group has established nurtured and promoted various Non-ProfitOrganisations focusing on three major areas Education Healthcare and RuralDevelopment.
In compliance with requirements of Section 135 of the Act the Company has laid down aCSR Policy. The composition of the Committee contents of CSR Policy and report on CSRactivities carried out during the financial year ended 31st March 2021 in theformat prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014is annexed herewith as Annexure B.
15 Policy on Nomination and Remuneration:
In compliance with the requirements of Section 178 of the Act and Regulation 19 of theSEBI Listing Regulations 2015 the Company has laid down a Nomination and RemunerationPolicy which has been uploaded on the Company's website. The web-link as required underthe Act is as under: https://www.alembiclimited.com/policy/AL-NRC%20Policy.pdf The salientfeatures of the NRC Policy are as under:
1) Setting out the objectives of the Policy
2) Definitions for the purposes of the Policy
3) Policy for appointment and removal of Director KMP and Senior Management
4) Policy relating to the Remuneration for the Managerial Personnel KMP SeniorManagement Personnel & other employees
5) Remuneration to Non-Executive / Independent Director
16 Related Party Transactions:
Related party transactions entered into during the financial year were on arm's lengthbasis and were in ordinary course of business. In accordance with the approval obtainedfrom the members the Company has entered into transactions with the related party asmentioned in Note No. 34(D) of Notes to financial statements. However there are norelated party transactions made by the Company which may have potential conflict with theinterest of the Company.
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website. The web-link as required under SEBI Listing Regulations 2015 isas under: http://www.alembiclimited.com/AL-RPT%20Policy.pdf
17 Corporate Governance Report:
The Report on Corporate Governance as stipulated under Regulation 34 read with ScheduleV of the SEBI Listing Regulations 2015 forms part of this Annual Report.
The requisite certificate from M/s. Samdani Shah & Kabra Practicing CompanySecretaries confirming compliance with the conditions of Corporate Governance asstipulated under the aforesaid Schedule V is annexed to the Report on CorporateGovernance.
18 Business Responsibility Report:
The Business Responsibility Report as required under Regulation 34 of SEBI ListingRegulations 2015 forms part of this Annual Report.
19 Listing of shares:
The equity shares of the Company are listed on BSE Limited (BSE) and National StockExchange of India Limited (NSE) with security ID/symbol of ALEMBICLTD. The Companyconfirms that the annual listing fees to both the stock exchanges for the financial year2021-22 have been paid.
20 Loans Guarantee or Investments:
During the year under review the Company has not granted any Loans and given anyGuarantees under the provisions of Section 186 of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014. The details of Investments made under the said Sectionare provided in Notes to Standalone Financial Statements at Note No. 5 & 8respectively. The Company has also made investments / transfer in schemes of variousmutual funds aggregating to Rs 27076 Lakhs (including transfer in) and mutual fundsamounting to Rs 31397 Lakhs were redeemed / transferred during the year. Further theCompany has also made investments in equity shares aggregating to Rs 2665 Lakhs.
(a) Statutory Auditors:
In compliance with the provisions of Companies (Audit and Auditors) Rules 2014 M/s.CNK & Associates LLP Chartered Accountants having Firm Registration No. 10196W wereappointed as Statutory Auditors of the Company to hold office till the conclusion of 115thAGM.
The Auditor's Report for financial year 2020-21 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
(b) Secretarial Auditors:
The Board of Directors appointed M/s. Samdani Shah & Kabra Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2021-22.
The Secretarial Audit Report of M/s. Samdani Shah & Kabra Practising CompanySecretaries for the financial year ended 2020-21 is annexed as Annexure C. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
During the year under review the Company has complied with all the applicableprovisions of the Secretarial Standards.
(c) Internal Auditors:
The Board of Directors appointed M/s. Sharp & Tannan Associates CharteredAccountants as Internal Auditors of the Company for the financial year 2021-22.
22 Risk Management:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
23 Material Changes:
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2021.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.
24 Annual Return:
The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of theAct has been placed on the website of the Company. The web-link as required under the Actis as under: https://www.alembiclimited.com/#services
25 Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo:
The information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure D.
26 Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure E.
A statement showing the names and particulars of the employees falling within thepurview of Rules 5(2) and 5(3) of the aforesaid Rules are provided in the Annual Report.The Annual Report is being sent to the members of the Company excluding the aforesaidinformation. The said information is available for inspection at the Registered Office ofthe Company during working hours and the same will be furnished on request in writing tothe members.
27 Maintenance of cost records:
The Company has made and maintained the cost records as specified by the CentralGovernment under Section 148(1) of the Act.
28 Other Disclosures:
(a) The Company has not invited/accepted any deposits from public during the periodunder review.
(b) The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
(c) The Managing Director of the Company has not received any remuneration orcommission from its subsidiary.
(d) No fraud has been reported by the Auditors to the Audit Committee or the Board.
(e) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future. (f)The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment.
29 Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that: (a) in preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; (b) they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for that period; (c) they have takenproper and sufficient care for maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; (d) they have prepared the annualaccounts on a going concern basis; (e) they have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and areoperating effectively; and (f) they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
|For and on behalf of the Board of Directors |
|Chirayu Amin |
|(DIN: 00242549) |
|Registered Office: |
|Alembic Road Vadodara - 390 003 |
|CIN: L26100GJ1907PLC000033 |
|Tel: +91 265 2280550 |
|Web: www.alembiclimited.com |
|Email Id: email@example.com |
|Date: 11th May 2021 |
|Place: Vadodara |