Your Directors have pleasure in presenting their 12th AnnualReport together with the Audited Statement of Accounts for the year ended 31stMarch 2022.
1. Operations and State of Affairs of the Company:
(Rs. in Crores)
|Particulars ||Standalone Basis || ||Consolidated Basis || |
| ||2022 ||2021# ||2022 ||2021# |
|For the year ended 31st March || || || || |
|Revenue from Operations ||503541 ||5066.89 ||5305.79 ||5393.13 |
|Other Income ||51.14 ||83.90 ||5046 ||87.29 |
|Profit for the year before Interest Depreciation and Tax ||959.95 ||1533.25 ||924.62 ||1567.58 |
|Less: || || || || |
|Interest (net) ||17.02 ||12.98 ||17.73 ||16.02 |
|Depreciation ||284.92 ||182.53 ||286.78 ||183.47 |
|Provision for Taxation ||11445 ||241.20 ||10446 ||253.32 |
|Share of (Profit)/Loss of Associates and Joint Venture ||- ||- ||(5.28) ||(31.74) |
|Net Profit for the year ||543.55 ||1096.54 ||520.94 ||1146.50 |
|Retained Earnings - Balance brought forward ||2440.83 ||1709.19 ||2384.94 ||1559.00 |
|Less: || || || || |
|Effect of Amalgamation under "Common Control" ||- ||73.23 ||- ||28.89 |
|Conversion of Subsidary into Wholly Owned Subsidiary ||76.30 || ||76.30 || |
|Provision for Debenture Redemption ||- ||41.67 ||- ||41.67 |
|Dividend paid on Equity Shares during the year ||275.19 ||- ||275.19 ||- |
|Transfer to General Reserve ||- ||250.00 ||- ||250.00 |
|Balance carried forward ||2632.89 ||2440.83 ||2554.39 ||2384.94 |
#Figures of previous year have been restated to give effect to theScheme of Arrangement in the nature of Amalgamation of Aleor Dermaceuticals Limited withthe Company.
The break-up of consolidated sales including export incentives is asunder:
(Rs. In Crores)
|Particulars || ||2022 ||2021 |
|Formulations ||India Branded Business ||192645 ||1496.65 |
| ||International Business ||2440.82 ||2941.78 |
|API ||India Business ||192.57 ||182.18 |
| ||International Business ||745.95 ||772.51 |
|Total || ||5305.79 ||5393.13 |
The Company has prepared the Standalone and Consolidated FinancialStatements in accordance with the Companies (Indian Accounting Standards) Rules 2015prescribed under Section 133 of the Companies Act 2013 (the "Act").
2. Transfer to Reserves:
During the year under review no amount was transferred to any of thereserves by the Company.
The Company paid an Interim Dividend of H10/- (500%) per equity sharehaving face value of H2/- each for the financial year 2021-22 as against the Dividend ofH14/- (700%) per equity share having face value of H2/- each for the financial year2020-21. The aforesaid payment of Interim Dividend may be treated as Final Dividend.
4. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required underRegulation 34 read with Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations 2015") forms part of this Annual Report. Certain Statements in the saidreport may be forward-looking. Many factors may affect the actual results which could bedifferent from what the Directors envisage in terms of the future performance and outlook.
5. USFDA Audit:
Our Injectable Facility (F-3) at Karkhadi was inspected by USFDA with10 observations. As on date the Establishment Inspection Report (EIR) is in place for allour USFDA facilities. The EIR for F-3 has also come with a post application action letter.
As on 31st March 2022 the outstanding amount of unsecuredrated listed redeemable non-convertible debentures issued by the Company was H200 Crores.The same were fully redeemed on 25th April 2022.
During the year under review the Company had issued commercial papers(CPs) to meet working capital requirements. As on 31st March 2022 there areoutstanding CPs of H250 Crores.
The other financing requirement of the Company has been met throughworking capital loans from multiple banks.
7. Subsidiaries Associates and Joint Venture:
During the year under review the Company acquired the balance 40%stake held by the joint venture partner in Aleor Dermaceuticals Limited("Aleor"). Pursuant to said acquisition Aleor became a wholly owned subsidiaryof the Company.
A statement containing the salient features of the financial statementsof subsidiary/associate/ joint venture companies as per Section 129(3) of the Act ispart of the consolidated financial statements.
In accordance with third proviso of Section 136(1) of the Act theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Companywww.alembicpharmaceuticals.com. Further as per fourth proviso of the said sectionaudited annual accounts of each of the subsidiary companies have also been placed on thewebsite of the Company. Shareholders interested in obtaining a physical copy of theaudited annual accounts of the subsidiary companies may write to the Company Secretaryrequesting for the same.
8. Scheme of Arrangement:
The Board of Directors at their meeting held on 29th March2022 approved the Scheme of Arrangement in the nature of Amalgamation of AleorDermaceuticals Limited wholly owned subsidiary with the Company and their respectiveshareholders under Sections 230 to 232 of the Companies Act 2013 read with rules framedthereunder ("Scheme") with the Appointed Date of 1st April 2021. Thesaid Scheme was approved by the equity shareholders secured creditors and unsecuredcreditors at their respective meetings held on 14th June 2022.
The said Scheme has been sanctioned by the Hon'ble National Company LawTribunal Ahmedabad Bench ("NCLT") vide its Order dated 29th August2022. The Scheme is now effective upon filing of the certified copy of the said Order withRegistrar of Companies Gujarat/Ministry of Corporate Affairs.
During the year under review the Company appointed Mr. Ashok KumarBarat (DIN: 00492930) as an Additional Director designated as Independent Director of theCompany w.e.f. 10th February 2022. Further the members approved hisappointment as an Independent Director for a term of five (5) consecutive years from thedate of his appointment as an Additional Director i.e. 10th February 2022 to 9thFebruary 2027 by passing the Special Resolution through Postal Ballot on 17thMarch 2022.
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. ShaunakAmin (DIN: 00245523) Managing Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors at its meeting held on 2nd May 2022has re-appointed Mr. Shaunak Amin (DIN: 00245523) as Managing Director of the Company fora period of five (5) years effective from 2nd May 2023 subject to approvalof the members at the ensuing Annual General Meeting.
10. Key Managerial Personnel:
Mr. Chirayu Amin Chairman & Chief Executive Officer Mr. PranavAmin Managing Director Mr. Shaunak Amin Managing Director Mr. R. K. Baheti Director -Finance & Chief Financial Officer and Mr. Charandeep Singh Saluja Company Secretaryare Key Managerial Personnel of the Company.
11. Meetings of the Board:
Five (5) Board Meetings were held during the financial year ended 31stMarch 2022. 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.
12. Independent Directors:
The Company has received declarations/ confirmations from all theIndependent Directors of the Company as required under Section 149(7) of the Act read withRule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 25(8) of the SEBI Listing Regulations 2015.
13. Performance Evaluation:
Pursuant to the provisions of the Act SEBI Listing Regulations 2015and Nomination and Remuneration Policy of the Company the Nomination and RemunerationCommittee ("NRC") and the Board has carried out the annual performanceevaluation of the Board its Committees and individual Directors by way of individual andcollective feedback from Directors. The Independent Directors have also carried out annualperformance evaluation of the Chairperson the non-independent directors and the Board asa whole. Structured questionnaires covering the evaluation criteria laid down by the NRCprepared after taking into consideration inputs received from Directors were used forcarrying out the evaluation process.
The Directors expressed their satisfaction with the evaluation process.
14. Audit Committee:
The Audit Committee consists of Independent Directors with Mr. PareshSaraiya as Chairman Mr. K. G. Ramanathan Mr. Pranav Parikh Dr. Archana Hingorani andMr. Ashok Kumar Barat as members. The Committee inter alia reviews the Internal ControlSystem Reports of Internal Auditors Key Audit Matters presented by the StatutoryAuditors and compliance of various regulations. The Committee also reviews the financialstatements before they are placed before the Board.
15. Vigil Mechanism/Whistle Blower Policy:
Pursuant to the provisions of Section 177(9) & (10) of the Act andRegulation 22 of the SEBI Listing Regulations 2015 a Vigil Mechanism/Whistle BlowerPolicy for directors employees and other stakeholders to report genuine concerns has beenestablished. The same is uploaded on the website of the Company and the web-link asrequired under SEBI Listing Regulations 2015 is as under:https://aiembicpharmaceuticais.com/wp- content/upioads/2022/02/05APL-Whistie-Blower-Policy.pdf
16. Internal Control Systems:
The Company's internal control procedures which includes internalfinancial controls ensure compiiance with various poiicies practices and statutes andkeeping in view the organization's pace of growth and increasing complexity of operations.The internai auditors' team carries out extensive audits throughout the year across aiilocations and across aii functional areas and submits its reports to the Audit Committeeof the Board of Directors.
17. Corporate Social Responsibility:
Aiembic Group has been proactiveiy carrying out CSR activities sincemore than fifty years. Aiembic Group has estabiished nurtured and promoted variousNon-Profit Organizations focusing on three major areas - Education Heaithcare and RuraiDeveiopment.
In compiiance with requirements of Section 135 of the Act the Companyhas iaid down a CSR Poiicy. The composition of the Committee contents of CSR Poiicy andreport on CSR activities carried out during the financiai year ended 31stMarch 2022 in the format prescribed under the Companies (Corporate Sociai ResponsibiiityPoiicy) Ruies 2014 is annexed herewith as Annexure A.
18. Policy on Nomination and Remuneration:
In compiiance with the requirements of Section 178 of the Act andReguiation 19 of the SEBI Listing Reguiations 2015 the Company has iaid down aNomination and Remuneration Poiicy which has been upioaded on the Company's website. Theweb-iink as required under the Act is as under: https://aiembicpharmaceuticais.com/wp-content/upioads/2022/02/Nomination-and- Remuneration-Poiicy.pdf
The saiient features of the NRC Poiicy are as under:
1) Setting out the objectives of the Poiicy
2) Definitions for the purposes of the Poiicy
3) Poiicy for appointment and removai of Director KMP and SeniorManagement
4) Poiicy reiating to the Remuneration for the Manageriai PersonneiKMP Senior Management Personnei & other empioyees
5) Remuneration to Non-Executive/Independent Director
19. Dividend Distribution Policy:
In compiiance with the requirements of
Reguiation 43A of the SEBI Listing Reguiations 2015 the Company hasiaid down a Dividend Distribution Poiicy which has been upioaded on the Company'swebsite. The web-iink as required under SEBI Listing Reguiations 2015 is as under:https://aiembicpharmaceuticais.com/wp- content/upioads/2022/04/Dividend-Distribution-Poiicy.pdf
20. Related Party Transactions:
Reiated party transactions that were entered into during the financiaiyear were on arm's iength basis and were in ordinary course of business. There are nomateriaiiy significant reiated party transactions entered by the Company which may havepotentiai conflict with the interest of the Company.
There are no materiai reiated party transactions which are not inordinary course of business or which are not on arm's iength basis and hence there is noinformation to be provided as required under Section 134(3)(h) of the Act read with Ruie8(2) of the Companies (Accounts) Ruies 2014.
The Board has approved a poiicy for reiated party transactions whichhas been upioaded on the Company's website. The web-iink as required under SEBI ListingReguiations 2015 is as under:
21. Corporate Governance Report:
The Report on Corporate Governance as required under Reguiation 34 readwith Scheduie V of the SEBI Listing Reguiations 2015 forms part of this Annuai Report.
The requisite certificate from M/s. Samdani Shah & KabraPractising Company Secretaries confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Schedule V is attached to the Report onCorporate Governance.
22. Business Responsibility Report:
The Business Responsibility Report as required under Regulation 34 ofthe SEBI Listing Regulations 2015 forms part of this Annual Report.
23. Listing of securities:
The equity shares of the Company are listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE) with security ID/symbol of APLLTD. The ISINfor equity shares is INE901L01018.
As on 31st March 2022 the unsecured rated listedredeemable non-convertible debentures of the Company were listed on NSE under security IDAPL22.
The Company confirms that the annual listing fees to both the stockexchanges for the financial year 2022-23 have been paid.
24. Loans Guarantees or Investments:
During the year under review the Company has not granted any Loans andgiven any Guarantees falling within the purview of the provisions of Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014. The details ofInvestments made under the said provisions are provided in Note No. 7 of Notes toStandalone Financial Statements of the Company.
a) Statutory Auditors:
In compliance with the provisions of the Companies (Audit and Auditors)Rules 2014 M/s. K C Mehta & Co LLP Chartered Accountants having Firm RegistrationNo. 106237W has been appointed as Statutory Auditors of the Company by the members attheir 10th Annual General Meeting held on 22nd July 2020 to holdoffice for a term of five (5) years i.e. till the conclusion of Annual General Meeting forthe financial year 2024-25.
The Auditor's Report for the financial year 2021-22 does not containany qualification reservation or adverse remark. The Auditor's Report is enclosed withthe financial statements in this Annual Report.
b) Secretarial Auditors:
The Board of Directors appointed M/s. Samdani Shah & KabraPractising Company Secretaries to conduct Secretarial Audit for the financial year2022-23.
The Secretarial Audit Report of M/s. Samdani Shah & KabraPracticing Company Secretaries for the financial year 2021-22 is annexed herewith asAnnexure B.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
During the year under review the Company has complied with theapplicable provisions of the Secretarial Standards.
c) Cost Auditors:
The provisions of Section 148(1) of the Act with regard to maintenanceof cost records are applicable to the Company and the Company has made and maintained thecost records as specified therein.
The Board of Directors appointed M/s. Diwanji & Co. Cost &Management Accountants as Cost Auditors for conducting audit of the cost recordsmaintained by the Company relating to Bulk Drugs and Formulations for the financial year2022-23.
d) Internal Auditors:
The Board of Directors appointed M/s. Sharp & Tannan AssociatesChartered Accountants as Internal Auditors of the Company for the financial year 2022-23.
26. Risk Management:
The Company has constituted a Risk Management Committee and formulatedEnterprise Risk Management Policy which functions as a guiding tool in fulfilling themanagement's responsibility towards risk management. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. These are discussed at the meetings of the Risk Management CommitteeAudit Committee and the Board of Directors of the Company.
27. Material Changes:
There have been no material changes and commitments affecting thefinancial position of the Company since the close of financial year i.e. since 31stMarch 2022. Further it is hereby confirmed that there has been no change in the natureof business of the Company.
28. Annual Return:
A copy of the Annual Return as required under Section 92(3) and Section134(3)(a) of the Act has been on the Company's website. The web-link as required under theAct is as under:
29. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo:
The information required under Section 134(3)(m) of the Act read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure C.
30. Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Manageriai Personnel) Rules 2014 is annexed herewith as Annexure D.
A statement showing the names and particulars of the empioyees faiiingwithin the purview of Ruie 5(2) of the aforesaid ruies are provided in the Annuai Report.The Annuai Report is being sent to the members of the Company exciuding the aforesaidinformation. The said information is available for inspection at the Registered Office ofthe Company during working hours and the same wiii be furnished on request in writing tothe members.
31. Other Disclosures:
a) The Company has not accepted/renewed any deposits. Further therehas been no default in repayment of deposits or interest thereon on unciaimed deposits.
b) The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.
c) In the opinion of the Board the Independent Director appointedduring the year is a person of integrity and possess expertise experience andproficiency.
d) Neither the Managing Director nor the Whoie- time Directors of theCompany have received any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
f) No fraud has been reported by the Auditors to the Audit Committee orthe Board.
g) The Company has in piace a Poiicy on prevention of Sexual Harassmentin line with the requirements of The Sexual Harassment of Women at the Workpiace(Prevention Prohibition & Redressai) Act 2013 and has constituted the InternalComplaints Committee to redress complaints received regarding sexual harassment. Duringthe year no compiaint was received by the Company.
h) No application was made nor any proceeding is pending under theInsolvency and Bankruptcy Code 2016.
i) No settlements have been done with banks or financiai institutions.
32. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:
a) in preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
b) they have seiected such accounting poiicies and appiied themconsistentiy and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinanciai year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively; and
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
On behalf of the Board of Directors
Chairman & Chief Executive Officer (DIN: 00242549)
Date: 13th September 2022 Place: Vadodara
Alembic Pharmaceuticals Limited
Regd. Office: Alembic Road Vadodara - 390 003
Tel: +91 265 2280550
Email Id: firstname.lastname@example.org