DIRECTORS' REPORT The Directors present the 27th Annual Report of the Company along with the Standalone and Consolidated Audited Accounts for the year ended 31st March 2015. SHARE CAPITAL There is no change in the Share Capital of Company. The Company has not issued any security during the Financial Year. DIVIDEND The Directors do not recommend any dividend for the financial year in reference, with a view to retain internal accruals. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, Mr. Sharad Lunawat, Mr. Devendra Baheti and Mr. Krishna Das Malani were re-appointed as Independent Directors as per provisions of Section 149 of Companies Act, 2013. The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence. Mr. P. R. Patel was re-appointed as Managing Director and Mr. M. S. Chawla and Mr. P. C. Shah were re-appointed as Whole Time Directors of the Company. Mr. P. R. Patel, Managing Director, Mr. M. S. Chawla & Mr. P. C. Shah, Whole Time Directors, Mr. Jayesh Patel, CEO, Mr. B. C. Shah, CFO and Ms. Monali Patel, Company Secretary are "Key Managerial Personnel" of the Company as per Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Ms. Shashi Jain was appointed as Additional /Independent Director (Woman) by the Board of Directors. Your Board has received the proposal to confirm her as regular director in ensuing Annual General Meeting. Mr. P. C. Shah, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. A brief note on Directors retiring by rotation and eligible for re-appointment as well as Independent Directors being appointed is furnished in the annexed Corporate Governance Report. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. REMUNERATION POLICY The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Persons and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report annexed to this report. The Company's philosophy is to align Directors and employees compensation with the longer term interests of the Company and its shareholders. The Company pays remuneration by way of salary to its Managing Director and Executive Directors. Annual increments are decided by the Compensation Committee within the salary scale approved by the Board and Shareholders. The Remuneration Policy is detailed in the Report on Corporate Governance. Information about elements of remuneration package of directors is provided in the annexed Extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS The Company conducts a familiarization program for the Independent Directors with regards to their role, rights and responsibilities. The Independent Directors are also regularly briefed on the nature of the pharmaceuticals industry and the Company's business model. The details of the familiarization program has been uploaded on the website of the Company. MEETINGS OF THE BOARD AND COMMITTEES THEREOF The Board met 10 times in the year. Detailed information has been furnished under the annexed Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, it is confirmed that the Directors have: i. followed applicable accounting standards in the preparation of the annual accounts along with proper explanation relating to material departures ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st Mar 2015 and of the Profit and Loss of the Company for that period iii. taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities iv. prepared the annual accounts on a going concern basis v. laid down internal financial controls to be followed and that such controls are adequate and were operating effectively vi. devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively CORPORATE GOVERNANCE The Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement forms part of this report. FIXED DEPOSITS The Company has not accepted any fixed deposits from public during the year under review. AUDIT COMMITTEE Details of the Audit Committee, its constitution and other details are provided in the annexed Corporate Governance Report. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS C. H. Padliya & Co. (FRN 003151C), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment. The Auditors' Report is self-explanatory and does not contain any qualification, reservation or adverse remark. COST AUDITOR Pursuant to the provisions of Section 148 of the Companies Act, 2013, Sudeep Saxena & Associates ( FRN 100980), Cost Accountants, were appointed to conduct audit of cost records for the financial year 2014-15. The Cost Audit Report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on 24th September 2014. SECRETARIAL AUDIT The Board had appointed Shilpesh Dalal & Co., Company Secretary in Practice, as the secretarial auditor for the financial year 2014-15. The Secretarial Audit Report (MR-3) for the financial year ending 31st March 2015 is annexed to this report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Particulars under Section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the Company's business. There were no materially significant transactions within the meaning of Clause 49 of the listing agreement with any Related Parties which were in conflict with the interest of the Company. Related party transactions under Accounting Standard, AS-18 are disclosed in the Notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company. Form AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. There were no employees with remuneration in excess of the limits set out under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CODE OF CONDUCT The Board has laid down a Code of Conduct for Board Members and Key Managerial Persons of the Company. The Code of Conduct is posted on Company's website and the Managing Director has declared that all Board Members and Key Managerial Persons have affirmed compliance with the Code of Conduct of the Company. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING The Company has also adopted a code of conduct for prevention of insider trading. This is also posted on Company's website and all Directors, Key Managerial Persons and other employees who have access to unpublished price sensitive information of the Company are governed by this code and have complied with it. VIGIL MECHANISM /WHISTLE BLOWER POLICY There is a Whistle Blower Policy in the Company and no personnel has been denied access to the Chairman of the Audit Committee. The policy provides adequate safeguards against victimization of persons who use vigil mechanism. No complaints have been received during the year and the Vigil Mechanism /Whistle Blower Policy is posted on the website of the Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, contractual and trainees) are covered under this policy. No cases were reported under the Prevention of Sexual Harassment during the year in reference. RISK MANAGEMENT Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. There are no risks which threaten the existence of your Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATOR, TRIBUNAL OR COURT There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations. ENERGY CONSERVATION, TECH. ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this report. EXTRACT OF ANNUAL RETURN An Extract of Annual Return in Form MGT-9 as on 31st March 2015 is annexed to this report. ACKNOWLEDGEMENT Your Directors place on record their appreciation of the continued hard work put in by employees and all stakeholders at all levels. For and on behalf of the Board of Directors of ALPA LABORATORIES LIMITED P. R. Patel Managing Director M. S. Chawla Director P. C. Shah Director Place : Pigdamber, Rau, Indore, date : 08th August 2015 |