Alpa Laboratories Ltd.
|BSE: 532878||Sector: Health care|
|NSE: ALPA||ISIN Code: INE385I01010|
|BSE 00:00 | 20 Sep||52.25||
|NSE 00:00 | 20 Sep||52.15||
|Mkt Cap.(Rs cr)||110|
|Mkt Cap.(Rs cr)||109.93|
Alpa Laboratories Ltd. (ALPA) - Director Report
Company director report
The Shareholders of the Company
The Directors have the pleasure of presenting the 32ndAnnual Report of your Company together with the Audited Financial Statements for the yearended as on 31st March 2020.
PERFORMANCE OF THE COMPANY
Financial Summary (t inLacs).
The Standalone and Consolidated Financial Statements are prepared inaccordance with the Accounting Standards as prescribed by Institute of CharteredAccountants of India
The Audited Consolidated Financial Statements are provided in thisAnnual Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The details of operating performance of the Company for the year thestate of affairs and the key changes in the operating environment have been analyzed inthe Management Discussion and Analysis section which forms a part of the Annual Report
Since your company has recently showing a good momentum in businesswith increasingly growth rate in terms of turnover and production facilities and try everypossible manner to retain the growth rate of the company as noticed during the pastscenario but due to sudden economic downfall in the country because of COVID 19 crisisresultantly rapid growth of the business is affected adversely and to protect theaccruals the Management of the company wishes to retain the internal accruals that willbe used for the expansion of the Company in near future.
The Board of Directors does not recommend the dividend for theFinancial Year ended 2020.
The human resources are assets for the organization and plays a crucialrole in the growth and success of an organization. Company has a policy to retain talentat its high priority to enable achievement of organizational goal and vision. Theorganization takes pride in its human capital which comprises of people from diversebackgrounds and cultures. Guided by the core values which are deeply imbibed in each ofthe employees the organization's
achievements are an outcome of efforts dedication and convictiondemonstrated by its people.
Through continuous efforts new talent both experienced as well as newentrants to the workforce were acquired and aligned to the culture of the organization.The HR department continued to arrange training and development programs which has helpedto nurture talent sharpen and understand new management skills. On the Industrial frontthe Company continued to foster cordial Industrial Relations with its workforce during theyear
The company has 391 permanent employees as on 31st March2020 against 405 employees as the end of March 2020 a decrease of 14 employees has beennoticed.
The paid-up equity share capital of the company as on 31stMarch 2020 is Rs. 2104.06 Lacs and there is no change in share capital of the Company ascompared to the previous financial year. During the year no further capital were raised bythe company.
SUBSIDIARY JOINT VENTURE AND ASSOCIATECOMPANIES***
There has been no material change in the nature of the business of thesubsidiary i.e. Norfolk Mercantile Private Limited. The company has no subsidiary whichcan be considered as material with in the meaning of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
As required the financial data of the subsidiary is furnished in theprescribed form AOC-1 as an Annexure to the Consolidated Financial Statements Pursuant tothe provisions of section 129 (3) of the Companies Act2013 the Consolidated FinancialStatements of the Company are attached.
***Note: The Company is partner in Seabright Landmark Projects LLPto the extent of 18% share in profit.
The Companies planned properties equipment and stock are adequatelyinsured against all major risk including lose on account of business interruption causeddue to property damage the company has appropriate liability to cover product liabilityand others.
BOARD OF DIRECTORS:-
Mr. Krishnadas Malani Mr. Sharad Chand Lunawat Mr. Devendra KumarBaheti and Mrs. Jyoti Jain who are Independent Directors have submitted declarations thateach of them meets the criteria of Independence as laid down under section 149 (6) of theAct and the Listing Regulations. Based on disclosure provided by Directors none of themare disqualified from being appointed as Directors under section 164 of the Companies Act2013.
b) Retirement by rotation:
As per the provisions of the Companies Act 2013 Mr. Pravin ShahDirector (holding DIN 01232138) retires by rotation at the ensuing AGM and has offeredhimself for re-appointment.
c) Remuneration Policy and Board Evaluation:
In Compliance with the provision of the Companies Act 2013 andRegulation 27 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations2015 the Board of Directors on the recommendation of the Nomination and RemunerationCommittee adopted a policy on remuneration of Directors and Senior Management. Theremuneration policy is stated in the Corporate Governance Report. Performance evaluationof the Board was carried out during the period under review. The detail of the same ismentioned in the corporate governance report.
d) Familiarisation Program for the IndependentDirectors:
In Compliance with the requirements of SEBI Regulations the Companyundertook Director's familiarization program to familiarize them with their rolesrights and responsibilities as directors the company's operations and other relevantinformation which would enable them to effectively discharge the responsibilities andfunctions conferred on them. Details is placed on the company's website.
e) Meetings of the Board and Committees thereof:
This information has been furnished under Report on CorporateGovernance which is annexed.
f) Code of Conduct for Board of Director:
The Company has also adopted a Code of Conduct for Board of Directors.This is also posted on company's website. All directors confirmed their abidance withthe Code.
g) Key Managerial Personnel
There was no change in the key managerial personnel during the yearunder review only the retire by rotation of director is considered in the ensuing AnnualGeneral Meeting.
DIRECTOR RESPONSIBILITY STATEMENT:
Your Director confirms:
a] That in the preparation of the Annual Financial Statements for theyear ended as on March 31st 2020 the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures if any.
b] That your Directors have selected such accounting policies asmentioned in the Notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company and of the Profit and Loss ofthe Company for the year ended as on March 31st 2020.
c] That your Directors have taken proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities.
d] That your Directors have prepared the Annual Financial Statementshave been prepared on a going concern basis.
e] That your Directors have laid down internal financial controls werefollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
As per the requirement of SEBI (Listing Obligations and Disclosurerequirements) Regulations 2015 the Company has complied with the requirements ofCorporate Governance in all material aspects. The report on Corporate Governance (ANNEXURE-1)together with a certificate of its compliance from a Practicing Company Secretaryforms part of the report.
During the year under review the Company has not accepted any fixeddeposits and as such no amount of principal or interest on deposit from public wasoutstanding as on the date of the balance sheet.
Details of the Audit Committee along with its constitution and otherdetails are provided in the Report on Corporate Governance.
a) STATUTORY AUDITORS
M/s. Anuradha Ratnaparkhi and Associates Statutory Auditor of theCompany (FRN No. 023451C) who was appointed in the 29 th Annual Generalmeeting for the period of five years has submitted their Auditor's Report read withthe notes to the accounts referred to therein are self-explanatory and therefore do notcall for any further comments. There are no qualifications reservations or adverseremarks made by the Auditors.
b) COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act 2013M/s. Sudeep Saxena & Associates Cost Accountants (Registration Number 100980) wasappointed as Cost Auditors for the financial year 2019-2020 to conduct audit of costrecords of the company. The Company is Maintaining cost records and liable for cost audit.
c) SECRETERIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013and other applicable provisions of the act M/s. Shilpesh Dalal & Co. CompanySecretaries were appointed as the Secretarial Auditor for auditing the secretarial recordsmaintained by the Company for the financial year 2019-2020.
The Secretarial Audit Report is attached (in FORM No. MR-3)as ANNEXURE-7 to this report There are no qualifications reservations oradverse remarks made by the Secretarial Auditor.
CORPORATE SOCIAL RESPONSIBILITY:
During the year 2019-20 the company incurred CSR Expenditure of Rs. 15Lakhs which was much higher than the statutory requirement of 2% of average net profitsfor past three financial years The Company is always being a committed good corporatecitizen as a part of its Social responsibility the company undertakes various activitiesfor the benefit of needy people company has maintained good relationship with thecharitable organization and support for the people to improve the living conditions.During the year under review Company has supported old age homes and promotional of SocialActivities undertaken by charitable institutions and organizations.
Pursuant to the provisions of section 135 of the Companies Act 2013rules made thereunder the Company has constituted a CSR Committee to monitor CSRActivities of the Company the said policy may be accessed on the Company website at thelink www.alpalabs.in
An abstract on Company CSR activities is furnished as ANNEXURE-2to this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to thefinancial statement.
PARTICULARS OF CONTRACTS AND RELATED PARTYTRANSACTIONS:
In line with the requirements of the Companies Act 2013 and SEBI(LODR) Regulations 2015 Company has formulated a policy on Related Party Transactions.All related party transactions that are entered during the financial year were onarm's length basis and in the ordinary course of business. There were no materiallysignificant transactions with Related Parties during the financial year 2019-20. Thepolicy of related party transaction Board had approved policies on Related PartyTransactions. and the same have been uploaded on the Company's website under the weblink: www.alpalabs.in.
Related party transactions are disclosed in the notes to the FinancialStatements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 is furnished as ANNEXURE-3 to this report.
SAFETY ENVIRONMENT AND HEALTH:
The Company considers safety environment and health as the managementresponsibility; regular training programmes are carried out on safety health andenvironment.
PREVENTION OF SEXUAL HARRASMENT AT WORK PLACE:
The Company is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment (POSH) policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Frequent communication of this policy is done at regular intervalsto woman employees.
The Company has setup an Internal Complaints Committee (ICC) atlocation where it operates in India. ICC has representation of men and women and ischaired by senior lady and has an external women representation.
No Complaints has received during the year under review 2020.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theSEBI (LODR) Regulation 2015 the Board of Directors had approved and regularly amendedfrom time to time the Policy on Vigil Mechanism/ Whistle Blower
The said mechanism provides adequate safeguards against victimizationof employees who use the vigil mechanism and provides direct access to the AuditCommittee. Also the Code of Business Conduct (Code) lays down important corporate ethicalpractices that shape the Company's value system and business functions and representscherished values of the Company.
Whistleblower Policy and Code of Business Conduct has been hosted onCompany's website link www.alpalabs.in
Your Company hereby affirms that no personnel have been denied accessto the Chairman of the Audit Committee and that no complaints were received during theyear.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has built a strong policy on the code of conduct forprevention of insider trading for the employees as well as for specified employees. Thesame is easily accessible from the company website (www.alpalabs.in)
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:
There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company.
MANAGERIAL REMUNERATION AND PARTICULARS OFEMPLOYEES:
The Remuneration policy covers the remuneration for the Directors(Chairman Managing Director Whole-time directors Independent Directors and othernon-executive Directors) and other employees (under senior management cadre and managementcadre). The Policy has been formulated with the following key objectives:
To ensure that employee remuneration is in alignment with businessstrategy & objectives organization values and long-term interests of theorganization.
To ensure objectivity fairness and transparency in determination ofemployee's remuneration.
To ensure the level and composition of remuneration are reasonable andsufficient to attract retain and motivate a high performance workforce and are incompliance with all applicable laws.
It covers various heads of remuneration including benefits forDirectors and employees. It also covers the process followed with respect to annualperformance reviews and variables considered for revision in the remuneration. The saidPolicy is available on the website of the Company www.alpalabs.in.
Details of remuneration as required under Section 197 (12) of theCompanies Act 2013 read with rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is ANNEXURE- 4 to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars prescribed under Section 134 of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology Absorption Foreign Exchange Earnings and Outgo are furnished in ANNEXURE-5to this Report.
EXTRACT OF ANNUAL RETURN:
An extract of annual return in Form MGT-9 as on 31st March2020 is furnished as ANNEXURE-6 this report. APPRECIATION AND ACKNOWLEDGEMENTS:
Your directors appreciate the trust repose by the medical fraternityand look forward to their continue patronage. The Directors are grateful and pleased toplace on record their appreciation for the excellent support guidance and cooperationextended by the Government Authorities and Agencies bankers customers dealers andsuppliers and also the valuable assistance and advice received from the StatutoryAuditors Companies Secretarial Auditors Legal advisors and all the shareholders. TheDirectors also wish to thank all the employees for their contribution support andcontinued co-operation throughout the year.