to the Members
Alkem Laboratories Limited
Your Directors are pleased to present their 48th AnnualReport on the business and operations together with the Audited Financial Statements ofthe Company for the financial year ended 31st March 2022. Consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.
(Rs. in Million)
|Particulars || |
| ||Year ended 31st March 2022 ||Year ended 31st March 2021 ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Income from Operations ||88298.1 ||72196.8 ||106341.9 ||88650.1 |
|Other Income ||1998.9 ||1900.1 ||1626.5 ||2332.1 |
|Total Revenue ||90297.0 ||74096.9 ||107968.4 ||90982.2 |
|Profit before Interest Depreciation and Tax ||20102.5 ||21261.6 ||22006.1 ||21756.0 |
|Less: Interest ||379.0 ||429.3 ||523.7 ||589.2 |
|Less: Depreciation ||2189.8 ||1989.3 ||3039.6 ||2745.8 |
|Profit before tax ||17533.7 ||18843.0 ||18442.8 ||18421.0 |
|Less: Provision for Taxation (net) ||2121.2 ||1992.2 ||1639.6 ||2243.3 |
|Profit after tax and before Non-Controlling Interest ||15412.5 ||16850.8 ||16803.2 ||16177.7 |
|Less: Non-controlling Interest ||- ||- ||347.0 ||327.5 |
|Profit for the year ||15412.5 ||16850.8 ||16456.2 ||15850.2 |
|Other Comprehensive Income ||(48.6) ||(49.9) ||341.4 ||(343.0) |
|Other Comprehensive Income attributable to Non-Controlling Interest ||- ||- ||4.1 ||3.4 |
|Total Comprehensive Income attributable to owners of the Company ||15363.9 ||16800.9 ||16801.7 ||15510.6 |
|Balance of other Equity as of 01.04.2021 ||76018.4 ||62565.3 ||73528.2 ||61367.6 |
|Dividend on Equity Shares ||(4184.8) ||(3347.8) ||(4184.8) ||(3347.8) |
|Employee Stock Option exercised ||- ||- ||(5.2) ||(3.3) |
|Employee Compensation Expenses ||- ||- ||- ||1.1 |
|Balance of other Equity as of 31.03.2022 ||87197.5 ||76018.4 ||86139.9 ||73528.2 |
OVERVIEW OF FINANCIAL PERFORMANCE
During the financial year ended 31st March 2022 theCompany's total revenue including other income was Rs. 90297.0 Million on Standalonebasis as against Rs. 74096.9 Million achieved in the previous year registering a growthof 22%.
The export turnover of the Company during the financial year 2021-22was Rs. 19594.3 Million as against Rs. 19039.0 Million achieved in the previous yearregistering a growth of 2.9%.
During the financial year ended 31st March 2022 theCompany and its subsidiaries achieved a total revenue including other income of Rs.107968.4 Million on Consolidated basis as against a turnover of Rs. 90982.2 Millionachieved in the previous year registering a growth of 19%.
During the financial year ended 31st March 2022 StandaloneProfit before interest depreciation and tax decreased by 5% at Rs. 20102.5 Million asagainst Rs. 21261.6 Million in the previous year whereas Consolidated Profit beforeinterest depreciation and tax increased by 1% at Rs. 22006.1 Million as against Rs.21756.0 Million in the previous year. As a result Standalone Profit before tax declinedby 7% over the previous year to Rs. 17533.7 Million and Consolidated Profit before taxwas '18442.8 Million which grew by 0.1% over the previous year.
The Standalone Net Profit after tax for the financial year ended 31stMarch 2022 decreased by 9% to Rs.15412.5 Million over the previous year while theConsolidated Net Profit after tax increased by 4% over the previous year to Rs. 16456.2Million.
During the financial year 2021-22 Board of Directors on 04thFebruary 2022 declared and paid an interim dividend at Rs. 30/- (Rupees Thirty only) perequity share of Rs. 2/- (Rupees Two only) each being 1500% of paid up share capital ofthe Company. In addition your Directors are pleased to recommend payment of Rs. 4/-(Rupees Four only) per equity share of Rs. 2/- (Rupees Two only) each as final dividendfor the financial year 2021-22 for the approval of the Members at the ensuing Annual
General Meeting (AGM) of the Company. If approved the total dividend(interim and final) for the financial year 2021-22 will be Rs. 4/- (Rupees Thirty Fouronly) per equity share of Rs. 2/- (Rupees Two only) each as against the total dividend ofRs. 30/- (Rupees Thirty only) per equity share of Rs. 2/- (Rupees Two only) each paid forthe previous financial year.
In compliance with the requirement of Regulation 43A of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 (hereinafter referredto as "SEBI LODR Regulations") the Company has formulated its DividendDistribution Policy which is available on the Company's website at https://www.alkemlabs.com/pdf/policies/977928327Dividend_distribution_policy.pdf.
The said Policy is also annexed to this Report as Annexure A.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve forthe financial year 2021-22.
The paid up equity share capital of the Company as on 31stMarch 2022 was Rs. 239.1 Million. The Company has neither issued shares with differentialrights as to dividend voting or otherwise nor issued shares to the Employees or Directorsof the Company under any scheme (including sweat equity shares).
The Company has not accepted any deposits from the public/ membersduring the year under review and accordingly no amount on account of principal or intereston public deposits was outstanding as on 31st March 2022.
As on 31st March 2022 the Company has 23 subsidiaries. TheCompany does not have any joint venture / associate company(ies) within the meaning ofSection 2(6) of The Companies Act 2013 (hereinafter referred to as "the Act").
Details of Companies which have become or ceased to be subsidiary ofthe Company during the year under review are as follows:
|Name ||Details of Change ||Date of Change |
|Ascend Laboratories S.A de C.V. ||Incorporation of a step down subsidiary in Mexico ||02nd September 2021 |
|S & B Pharma Inc. ||Dissolution of step down subsidiary in United States of America* ||05th January 2022 |
** On 04th October 2021 S&B Pharma Inc. wholly owned subsidiaryof the Company had been acquired by ThePharmaNetwork LLC a step down subsidiary of theCompany in USA as part of restructuring of the Company's subsidiaries in USA
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5and Rule 8(1) of the Companies (Accounts) Rules 2014 the salient features of financialstatements performance and financial position of each subsidiary is given in Form AOC-1as Annexure B to this Report.
The Audited Financial Statements of the subsidiaries are available onthe Company's website at https://www.alkemlabs.com/ subsidiary-accounts.php pursuant toSection 136 of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is providedas a separate section forming part of this Report.
In compliance with Regulation 34 read with Schedule V of the SEBI LODRRegulations a Report on Corporate Governance for the year under review is provided as aseparate section along with a certificate from the Statutory Auditors conforming theCompany's compliance with the conditions of Corporate Governance forming part of thisReport.
BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of SEBI LODR Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective is provided as a separate sectionforming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's CSR initiatives are as per the Company's CSR Policy. OurCSR program aims to address the immediate and long term needs of the community and focuson where we can make the major impact on marginalized sections of the society. TheCompany's CSR strategy involves a multi-sectoral inclusive approach to focus on communityneeds. It strives to improve the well-being of our communities by focusing on educationvocational training healthcare and sanitation environmental concerns and ruraldevelopment. The Company implements these activities directly or through strategictrust-based partnerships with various NGOs. During the financial year 2021-22 the Companyhas addressed the requirements of local communities in the vicinity of its manufacturingfacilities and R&D centers through focused projects in the areas of education healthand hygiene environment and community development.
Details about the Company's CSR Policy and initiatives undertaken bythe Company during financial year 2021-22 are outlined in the Report on CSR Activitiesannexed to this Report as Annexure C.
The CSR Policy is posted on Company's website: https://www.alkemlabs.com/pdf/policies/csr-policy.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments
The Board of Directors of the Company on recommendation of theNomination & Remuneration Committee and Audit Committee appointed Mrs. Madhurima Singh(DIN: 09137323) as an Additional Director designated as an Executive Director of theCompany for a period of 5 (five) consecutive years w.e.f. 20th December 2021upto 19th December 2026. The Members of the Company through Postal Ballot on10th February 2022 approved the appointment of Mrs. Madhurima Singh as a WholeTime Director designated as an Executive Director of the Company for a period of 5 (five)consecutive years w.e.f. 20th December 2021 upto 19th December2026.
Considering the expiry of the term of Mr. Sandeep Singh ManagingDirector of the Company on 16th October 2022 the Board of Directors of theCompany based on the recommendation of Nomination & Remuneration Committee and AuditCommittee and pursuant to the relevant provisions of SEBI LODR Regulations Sections 196197 198 and 203 read with Schedule V and other applicable provisions of the Act theArticles of Association of the Company and considering his contribution towards the growthof the Company approved his re-appointment as a Managing Director of the Company for aterm of 5 (five) consecutive years w.e.f. 17th October 2022 up to 16thOctober 2027 subject to the approval of the Members of the Company.
Resignations/ Retirements/ Demise/ Completion of Tenure
Late Mr. Dhananjay Kumar Singh Joint Managing Director of the Companyexpired on 28th October 2021. He served the Board of the Company for more thanthree decades. He had over 30 years of experience in the Indian pharmaceutical industry.The Directors placed on record their sincere appreciation for the remarkable achievementsand invaluable contribution made by Late Mr. Dhananjay Kumar Singh towards the astoundinggrowth and development of the Company during his tenure.
Directors liable to Retirement by Rotation
Mr. Balmiki Prasad Singh (DIN: 00739856) and Mr. Sarvesh Singh (DIN:01278229) are liable to retire by rotation at the ensuing AGM of the Company pursuant tothe provisions of Section 152 of the Act read with the Companies (Appointment andQualification of Directors) Rules 2014 and the Articles of Association of the Company andbeing eligible they have offered themselves for re-appointment on the recommendation ofthe Nomination & Remuneration Committee and the Board of Directors.
Particulars in pursuance of Regulation 36 of the SEBI LODR Regulationsread with Secretarial Standard - 2 on General Meetings relating to Mr. Balmiki PrasadSingh and Mr. Sarvesh Singh are given in the Notice of AGM.
Key Managerial Personnel
Mr. Sandeep Singh Managing Director Mr. Rajesh Dubey PresidentFinance and Chief Financial Officer and Mr. Manish Narang President - Legal CompanySecretary and Compliance Officer are the Key Managerial Personnel of the Company as on 31stMarch 2022 in accordance with the provisions of Section 203 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Independent Directors hold office for a term of 5 (five) years andare not liable to retire by rotation.
Declaration of independence from Independent Directors
The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of the Act read with the Schedules and Rules issued thereunder as well asclause (b) of sub-regulation (1) of Regulation 16 of the SEBI LODR Regulations (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force). Interms of Regulation 25(8) of the SEBI LODR Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence.
The terms and conditions of appointment of the Independent Directorsare posted on Company's website https://www.alkemlabs.com/pdf/policies/Term_of_appointment-Independent_Directors.pdf
In compliance with the requirements of SEBI LODR Regulations theCompany has put in place a framework for Directors' Familiarization Programme tofamiliarize them with their roles rights and responsibilities as Directors the workingof the Company nature of the industry in which the Company operates business model etc.The details of the Familiarization Programme conducted during the financial year underreview are explained in the Corporate Governance Report. The same is also available on theCompany's website at https://www.alkemlabs.com/ corporate-governance.php.
Annual Evaluation of Board's Performance
The details of the annual evaluation of the Individual Directors Boardas a whole and all the Committees of the Board etc. have been provided in the CorporateGovernance Report which forms part of this Report.
The Independent Directors at a separate meeting held on 30thMarch 2022 evaluated performance of Non-Independent Directors performance of the Boardas a whole and performance of the Chairperson of the Company.
The evaluation of the Independent Directors was carried out by theentire Board of Directors without the participation of the respective IndependentDirector.
The Company follows a policy for selection and appointment ofDirectors Senior Management and their remuneration which is available on the Company'swebsite at https:// www.alkemlabs.com/pdf/policies/1378936118Nomination-and-Remuneration-Policy_modified%2027052016.pdf. The said Policy is annexed to this Report asAnnexure D.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure 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 Managerial Personnel) Rules 2014 is annexed to this Report as Annexure E.
Further a statement showing the names and other particulars of top tenemployees in terms of remuneration drawn and of employees drawing remuneration in excessof the limits required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report.
However in terms of first proviso to Section 136(1) of the Act theAnnual Report and Annual Financial Statements are being sent by email to the Members andothers entitled thereto excluding the aforesaid information. The said information shallbe provided electronically to any Member on a written request to the Company Secretary toobtain a copy of the same.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 8 (Eight) times during the financial year2021-22. The details of the Board Meetings and the attendance of Directors thereat areprovided in the Corporate Governance Report which forms part of this Report.
COMMITTEES OF THE BOARD Audit Committee
As on 01st April 2021 the Audit Committee comprised of Mr.Ranjal Laxmana Shenoy as Chairman and Mr. Sandeep Singh Mr. Mritunjay Kumar Singh Ms.Sudha Ravi Ms. Sangeeta Singh and Mr. Narendra Kumar Aneja as Members.
The Board of Directors of the Company at its Meeting held on 25thMay 2021 reconstituted the Audit Committee with effect from the said date to comprise ofMr. Arun Kumar Purwar as Chairman and Mr. Sandeep Singh Mr. Mritunjay Kumar Singh Mr.Ranjal Laxmana Shenoy Ms. Sangeeta Singh and Mr. Narendra Kumar Aneja as Members.
The brief terms of reference of the Audit Committee and the particularsof meetings held and attendance thereat are mentioned in the Corporate Governance Reportwhich forms part of this Report.
Nomination and Remuneration Committee
As on 01st April 2021 the Nomination and RemunerationCommittee comprised of Mr. Arun Kumar Purwar as Chairman and Mr. Basudeo N Singh Mr.Ranjal Laxmana Shenoy and Ms. Sangeeta Singh as Members.
The Board of Directors of the Company at its Meeting held on 25thMay 2021 reconstituted the Nomination and Remuneration Committee with effect from thesaid date to comprise of Mr. Ranjal Laxmana Shenoy as Chairman and Mr. Basudeo N. SinghMs. Sudha Ravi and Dr. Dheeraj Sharma as Members.
The brief terms of reference of the Nomination and RemunerationCommittee and the particulars of meetings held and attendance thereat are mentioned in theCorporate Governance Report which forms part of this Report.
Corporate Social Responsibility Committee
As on 01st April 2021 the Corporate Social ResponsibilityCommittee comprised of Mr. Ranjal Laxmana Shenoy as Chairman and Late Mr. Dhananjay KumarSingh Mr. Mritunjay Kumar Singh Mr. Arun Kumar Purwar and Mr. Balmiki Prasad Singh asMembers.
The Board of Directors of the Company at its Meeting held on 09thApril 2021 reconstituted the Corporate Social Responsibility Committee with effect fromthe said date to comprise of Mr. Ranjal Laxmana Shenoy as Chairman and Mr. Basudeo N.Singh Mr. Sandeep Singh Late Mr. Dhananjay Kumar Singh Mr. Mritunjay Kumar Singh andMr. Arun Kumar Purwar as Members.
The Board of Directors of the Company at its Meeting held on 25thMay 2021 further reconstituted the Corporate Social Responsibility Committee with effectfrom the said date to comprise of Mr. Arun Kumar Purwar as Chairman and Mr. Basudeo NSingh Mr. Sandeep Singh Late Mr. Dhananjay Kumar Singh Mr. Mritunjay Kumar Singh Mr.Ranjal Laxmana Shenoy and Ms. Sangeeta Singh as Members.
The Board of Directors of the Company at its Meeting held on 04thFebruary 2022 thereafter reconstituted the Corporate Social Responsibility Committeewith effect from the said date to comprise of Mr. Arun Kumar Purwar as Chairman and Mr.Basudeo N Singh Mr. Sandeep Singh Mrs. Madhurima Singh Mr. Ranjal Laxmana Shenoy andMs. Sangeeta Singh as Members.
The brief terms of reference of the Corporate Social ResponsibilityCommittee and the particulars of meetings held and attendance thereat are mentioned in theCorporate Governance Report which forms part of this Report.
Stakeholders' Relationship Committee
As on 01st April 2021 the Stakeholders' RelationshipCommittee comprised of Mr. Ranjal Laxmana Shenoy as Chairman and Late Mr. Dhananjay KumarSingh and Mr. Mritunjay Kumar Singh as Members.
The Board of Directors of the Company at its Meeting held on 12thNovember 2021 reconstituted the Stakeholders' Relationship Committee with effect fromthe said date to comprise of Mr. Ranjal Laxmana Shenoy as Chairman and Mr. Basudeo N Singhand Mr. Mritunjay Kumar Singh as Members.
The Board of Directors of the Company at its Meeting held on 04thFebruary 2022 thereafter reconstituted the Stakeholders' Relationship Committee witheffect from the said date to comprise of Mr. Ranjal Laxmana Shenoy as Chairman and Mr.Basudeo N Singh Mr. Mritunjay Kumar Singh and Mrs. Madhurima Singh as Members.
The brief terms of reference of the Stakeholders' RelationshipCommittee and the particulars of meetings held and attendance thereat are mentioned in theCorporate Governance Report which forms part of this Report.
Risk Management Committee
As on 01st April 2021 the Risk Management Committeecomprised of Late Mr. Dhananjay Kumar Singh as Chairman and Mr. Sandeep Singh Mr.Mritunjay Kumar Singh Ms. Sudha Ravi Dr. Dheeraj Sharma and Mr. Narendra Kumar Aneja asMembers.
The Board of Directors of the Company at its Meeting held on 04thFebruary 2022 reconstituted the Risk Management Committee with effect from the said dateto comprise of Mr. Mritunjay Kumar Singh as Chairman and Mr. Sandeep Singh Ms. SudhaRavi Dr. Dheeraj Sharma and Mr. Narendra Kumar Aneja as Members.
The brief terms of reference of the Risk Management Committee and theparticulars of meeting held and attendance thereat are mentioned in the CorporateGovernance Report which forms part of this Report.
The Company's Board of Directors has overall responsibility for theestablishment and oversight of the Company's risk management framework. The Company has aBoard approved Risk Management Policy. The Board of Directors has constituted a RiskManagement Committee which is delegated with the responsibility of overseeing variousstrategic operational and financial risks that the organization faces along withassessment of risks their management and mitigation procedures. A detailed analysis ofthe business risks and opportunities is given under Management Discussion and AnalysisReport.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief your Directors confirm that:
(a) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any;
(b) they have selected such accounting policies and appliedconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the profit of the Company for the year ended on that date;
(c) they have taken proper and sufficient care for the 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 financial statements on a goingconcern 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 were adequate and operatingeffectively.
The Directors state that applicable Secretarial Standards i.e. SS-1relating to 'Meetings of the Board of Directors' and SS-2 relating to 'General Meetings'have been duly followed by the Company.
AUDITORS AND AUDITORS' REPORT
Statutory Auditor Pursuant to the provisions of Section 139 of the Actand the Companies (Audit and Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) M/s. B S R &Co. LLP (Firm Registration No: 101248W/W-100022) Chartered Accountants the StatutoryAuditors of the Company were re-appointed by the Shareholders at the Forty-Fifth AGM ofthe Company held on 27th August 2019 for another term of 5 (five) years fromthe conclusion of Forty-Fifth AGM of the Company until the conclusion of the Fiftieth AGMon such remuneration inclusive of applicable taxes and reimbursement of travelling andout of pocket expenses incurred in connection with the audit as recommended by the AuditCommittee and as may be mutually agreed between the Board of Directors of the Company andthe Statutory Auditors from time to time.
The Auditors' Report for financial year ended 31st March2022 does not contain any qualification reservation or adverse remark.
The Company is required to maintain cost records for certain productsas specified by the Central Government under sub-section (1) of Section 148 of the Act andaccordingly such accounts and records are made and maintained in the prescribed manner.
Pursuant to the provisions of Section 148 of the Act and the Rules madethereunder read with notifications/ circulars issued by the Ministry of Corporate Affairsfrom time-to-time and as per the recommendation of the Audit Committee the Board ofDirectors at its meeting held on 25th May 2021 had appointed Mr. Suresh D.Shenoy Cost Accountant (Membership No. 8318) as the Cost Auditor of the Company for thefinancial year 2021-22 to conduct the audit of the cost records of the Company. Aresolution for ratification of the remuneration payable to the Cost Auditor is included inthe Notice of AGM for seeking approval of Members. The Cost Audit Report will be filedwithin the period stipulated under the Act.
Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. Manish Ghia & Associates Practicing Company Secretaries(Membership No. F6252 COP No. 3531) to conduct the Secretarial Audit of the Company forthe financial year 2021-22. The Secretarial Audit Report is annexed to this Report asAnnexure F. The said Report does not contain any qualification reservation or adverseremark.
The Annual Return of the Company in prescribed Form MGT-7 is availableon the website of the Company at https:// www.alkemlabs.com/annual-returns.php.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered into during financial year2021-22 by the Company were at arm's length basis and in compliance with the applicableprovisions of the Act and the SEBI LODR Regulations and are in conformity with theCompany's Policy on Related Party Transactions.
The disclosure of material related party transactions entered into bythe Company during the financial year 2021-22 as required under Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is annexedto this Report as Annexure G. The Related Party Transactions Policy as approved by theBoard is uploaded on the Company's website athttps://www.alkemlabs.com/pdf/policies/Policy%20on%20 Related%20Party%20Transactions.pdf.
PARTICULARS OF LOANS/ GUARANTEES GIVEN / INVESTMENTS MADE ANDSECURITIES PROVIDED
The particulars of loans guarantees investments and securitiesprovided covered under the provisions of Section 186 of the Act have been disclosed in thenotes to the financial statements forming part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act the Board ofDirectors of the Company has framed the Vigil Mechanism / Whistle Blower Policy forEmployees and/ or volunteers of the Company. The said policy encourages to report anyaction or suspected action taken within the Company that is illegal fraudulent or inviolation of any adopted policy of the Company including reporting of instances of leak orsuspected leak of unpublished price sensitive information. The Policy also provides accessto the Chairperson of the Audit Committee under certain circumstances. The Whistle BlowerPolicy is uploaded on the website of the Company at https://www.alkemlabs.com/pdf/policies/Whistle_Blower_Policy_new.pdf.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules made thereunder.
Internal Complaints Committees have been set up at the head office ofthe Company as well as at all the Company's plants and R&D Centers to redresscomplaints received on sexual harassment. During the financial year 2021-22 the Companyhas not received any complaint of sexual harassment.
DISCLOSURES UNDER THE ACT Change in Nature of Business if any:
During the financial year 2021-22 there has been no change in thenature of business of the Company.
Material Changes and Commitments affecting the financial position ofthe Company:
There are no material changes and commitments which have occurredbetween the end of the financial year and the date of the Report which have affected thefinancial position of the Company.
Significant and Material Orders:
The Company has not received any significant or material orders passedby any regulatory authority court or tribunal which shall impact the going concern statusand Company's operations in future.
Reporting of Frauds by Auditors:
During the year under review there were no frauds reported by Auditorsunder Section 143(12) of the Act.
Details on Insolvency and Bankruptcy Code:
During the year under review no application has been made by theCompany under the Insolvency and Bankruptcy Code and accordingly the requirement ofdisclosing the following details are not applicable to the Company:
(i) the details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith their statusas at the end of the financial year; and
(ii) the details of difference between amount of the valuation done atthe time of onetime settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof.
DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has designed and implemented a process driven framework forInternal Financial Controls (IFC) as mandated under the Act. The Company's policiesguidelines and procedures provide for adequate checks and balances and are meant to ensurethat all transactions are authorized recorded and reported correctly.
During the year under review Internal Auditors of the Company with theexternal audit consultants have reviewed the effectiveness and efficiency of these systemsand procedures. As per the said assessment Board is of the view that IFC were adequateand effective during the financial year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act andthe Rules framed thereunder is annexed herewith as Annexure H to this Report.
Your Directors would like to express sincere gratitude to all valuablestakeholders of the Company viz. the Central and State Government Departmentsorganizations agencies our customers shareholders dealers vendors banks medicalfraternity patients and other business associates for their excellent support andco-operation extended by them during the financial year under review.
The Board of Directors also places on record its appreciation for thesignificant contribution made by the employees of the Company through their dedicationhard work and unstinted commitment.
For and on behalf of the Board
Alkem Laboratories Limited
Basudeo N. Singh
Mumbai 13 May 2022