Your Directors have pleasure in presenting their 113th Annual Reporttogether with the Audited Statement of Accounts for the year ended on 31stMarch 2020.
1 Operations and State of Affairs of the Company:
|For the year ended 31st March ||2020 ||2019 |
|Profit for the year before Interest Depreciation and Tax ||9719 ||4754 |
|Adjusting therefrom: || || |
|Interest (net) ||28 ||22 |
|Depreciation ||323 ||263 |
|Provision for deferred tax liabilities or (assets) ||28 ||(83) |
|Provision for current tax ||(15) ||442 |
|Profit for the year ||9355 ||4111 |
|Add: || || |
|Balance brought forward from previous year ||15069 ||11331 |
|Total amount available for Appropriations ||24424 ||15442 |
|Other Appropriations ||52 ||(246) |
|Less: || || |
|Dividend paid on Equity Shares during the year ||514 ||514 |
|Corporate Dividend tax paid during the year ||106 ||105 |
|Transfer to General Reserve ||5000 ||- |
|Balance carried forward to next year's accounts ||18753 ||15069 |
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.
2 Transfer to Reserve:
The Company has transferred Rs. 50 Crore to General Reserve out of its net profits forthe financial year 2019-20.
Your Directors recommend Dividend at Rs. 0.60 per equity share (face value ` 2/- each)(i.e. 30%) for the financial year ended 31st March 2020 as against ` 0.20 perequity share (i.e. 10%) for the financial year ended 31st March 2019.
4 Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewith asAnnexure A. Certain Statements in the said report may be forward-looking. Many factors mayaffect the actual results which could be different from what the Directors envisage interms 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 Companies Act 2013 is part of theconsolidated financial statements.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Companywww.alembiclimited.com. Further as per fourth proviso of the said section audited annualaccounts of the subsidiary company has also been placed on the website of the Company.Shareholders interested in obtaining a physical copy of the audited annual accounts of thesubsidiary company may write to the Company Secretary requesting for the same.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Abhijit Joshi Non-Executive Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
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 2020. 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 Companies Act 2013 readwith Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
10 Performance Evaluation:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board and of the Committees of the Board by way of individual and collectivefeedback 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 consisted 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 Scope of Internal Audits Reports of Internal Auditors Key AuditMatters presented by the Statutory Auditors and Compliance of various regulations. TheCommittee also reviews the financial statements before they are placed before the Board ofDirectors.
12 Vigil Mechanism:
In compliance with the requirements of Section 177(9) & (10) of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aVigil Mechanism or Whistle Blower Policy for directors employees and other stakeholdersto report genuine concerns has been established. The same is also uploaded on the websiteof the Company and the web-link as required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is as under:https://www.alembiclimited.com/policy/AL-Whistle%20 Blower%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 Companies Act 2013 the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andreport on CSR activities carried out during the financial year ended 31stMarch 2020 in the format prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure B.
15 Policy on Nomination and Remuneration:
In compliance with the requirements of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has laid down a Nomination and Remuneration Policy which has beenuploaded on the Company's website. The web-link as required under the Companies Act 2013is 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. 32 of Notes to financial statements. However no related partytransactions have any potential conflict with the interest 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 Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014. The Board has approved a policy for relatedparty transactions which has been uploaded on the Company's website. The web-link asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isas under: http://www.alembiclimited.com/AL-RPT%20Policy.pdf
17 Corporate Governance:
The Report on Corporate Governance as stipulated under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.
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 Listing of shares:
The equity shares of the Company are listed on the 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 year2020-21 have been paid.
19 Loans Guarantee or Investments:
The Company has not given any Guarantees covered under the provisions of Section 186 ofthe Companies Act 2013 during the year. The details of Loans granted and Investmentsmade during the year under review covered under the provisions of Section 186 of theCompanies Act 2013 is annexed herewith as Annexure C.
(a) Statutory Auditors:
M/s. CNK & Associates LLP Chartered Accountants (Firm Registration No. 10196W)were appointed as Statutory Auditors of the Company to hold office till the conclusion of115th AGM.
The Auditor's Report for financial year 2019-20 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 of the Company appointed M/s. Samdani Shah & KabraPractising Company Secretaries to conduct Secretarial Audit for the financial year2020-21. The Secretarial Audit Report of M/s. Samdani Shah & Kabra Practising CompanySecretaries for the financial year ended 2019-20 is annexed as Annexure D. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
During the year under review the Company has generally complied with all theapplicable provisions of the Secretarial Standards.
(c) Internal Auditors:
The Board of Directors has appointed M/s. Sharp & Tannan Associates CharteredAccountants as Internal Auditors of the Company for the financial year 2020-21. TheCompany has in place a mechanism to identify assess monitor and mitigate various risksto key business objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
21 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 2020.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.
22 Extract of Annual Return:
The extract of Annual Return required under Section 134(3)(a) of the CompaniesAct 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules2014 is annexed herewith as Annexure E and has been uploaded on the Company's website.The web-link as required under the Companies Act 2013 is as under:https://www.alembiclimited.com/#services
23 Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo:
The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure F.
24 Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure G.
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.
25 Details of Unclaimed Suspense Account:
Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure H. The voting rights on the equity shares which are transferred toUnclaimed Suspense Account shall remain frozen till the rightful owner of such equityshares claims the shares.
26 Maintenance of cost records:
The Company has made and maintained the cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
27 Other Disclosures:
(a) In the opinion of the Board the Independent Directors appointed/re-appointedduring the year are persons of integrity and possess expertise experience andproficiency.
(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 not invited/accepted any deposits from public.
(g) The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to redress complaints received regardingsexual harassment.
28 Directors' Responsibility Statement:
In terms of the provisions of Companies Act 2013 the Directors state that:
(a) in preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies as listed in Note 1 & 2 tothe financial statements and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give true and fair view of the state of affairsof the Company at the end of the financial year as on 31st March 2020 and ofthe profit of the Company for that period;
(c) the directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Chirayu Amin |
| ||Chairman |
| ||(DIN: 00242549) |
|Registered Office: || |
|Alembic Road Vadodara - 390 003 |
|CIN: L26100GJ1907PLC000033 |
|Tel: +91 265 2280550 |
|Fax: +91 265 2282506 |
|Web: www.alembiclimited.com |
|Email Id: email@example.com |
|Date: 25th May 2020 || |
|Place: Vadodara || |