Dear Members,
Alkem Laboratories Limited
Your Directors are pleased to present their 49th Annual
Report on the business and operations together with the Audited Financial Statements of
the Company for financial year ended 31st March, 2023. Consolidated performance
of the Company and its subsidiaries has been referred to, wherever required.
FINANCIAL PERFORMANCE
|
Standalone |
Consolidated |
| Particulars |
Year ended 31st
March, 2023 |
Year ended 31st
March, 2022 |
Year ended 31st
March, 2023 |
Year ended 31st
March, 2022 |
| Income from Operations |
90,545.5 |
88,298.1 |
115,992.6 |
106,341.9 |
| Other Income |
2,662.9 |
1,998.9 |
2,160.8 |
1,626.5 |
| Total Revenue |
93,208.4 |
90,297.0 |
118,153.4 |
107,968.4 |
| Profit before Interest, Depreciation and Tax |
16,432.4 |
20,102.5 |
17,225.5 |
22,006.1 |
| Less: Interest |
864.0 |
379.0 |
1,073.6 |
523.7 |
| Less: Depreciation |
2,298.5 |
2,189.8 |
3,104.2 |
3,039.6 |
| Profit before Tax |
13,269.9 |
17,533.7 |
13,047.7 |
18,442.8 |
| Less: Provision for Taxation (net) |
1,925.2 |
2,121.2 |
2,979.6 |
1,639.6 |
| Profit after Tax and before Non-Controlling Interest |
11,344.7 |
15,412.5 |
10,068.1 |
16,803.2 |
| Less: Non-controlling Interest |
- |
- |
226.4 |
347.0 |
| Profit for the year |
11,344.7 |
15,412.5 |
9,841.7 |
16,456.2 |
| Other Comprehensive Income |
(21.9) |
(48.6) |
1,149.0 |
341.4 |
| Other Comprehensive Income attributable to |
- |
- |
4.1 |
4.1 |
| Non-Controlling Interest |
|
|
|
|
| Total Comprehensive Income attributable to owners |
11,322.8 |
15,363.9 |
10,994.8 |
16,801.7 |
| of the Company |
|
|
|
|
| Balance of other Equity as of 01.04.2022 |
87,197.5 |
76,018.4 |
86,139.9 |
73,528.2 |
| Dividend on Equity Shares |
(5,260.9) |
(4,184.8) |
(5,260.9) |
(4,184.8) |
| Employee Stock Option exercised |
- |
- |
- |
(5.2) |
| Put Option Liability recognized |
- |
- |
1,660.1 |
- |
| Balance of other Equity as of 31.03.2023 |
93,259.4 |
87,197.5 |
90,213.8 |
86,139.9 |
OVERVIEW OF FINANCIAL PERFORMANCE
During financial year ended 31st March, 2023, the
Companys total revenue including other income was 93,208.4 million on Standalone
basis as against 90,297.0 million achieved in the previous year, registering a growth of
3.2%.
The export turnover of the Company during financial year 2022-23
was 16,444.5 million as against 19,594.3 million achieved in the previous year, which
decreased by 16.1%.
During financial year ended 31st March, 2023, the Company
and its subsidiaries achieved a total revenue including other income of 118,153.4
million on Consolidated basis, as against a turnover of 107,968.4 million achieved in
the previous year, registering a growth of 9.4%.
During financial year ended 31st March, 2023, Standalone
Profit before interest, depreciation and tax decreased by 18.3% at
16,432.4 million as against 20,102.5 million in the previous year,
whereas Consolidated Profit before interest, depreciation and tax decreased by 21.7% at
17,225.5 million as against 22,006.1 million in the previous year. As a result,
Standalone Profit before tax declined by 24.3% over the previous year to 13,269.9
million and Consolidated Profit before tax was 13,047.7 million, which decreased by
29.3% over the previous year.
The Standalone Net Profit after tax for financial year ended 31st
March, 2023 decreased by 26.4% to 11,344.7 million over the previous year while the
Consolidated Net Profit after tax decreased by 40.1% over the previous year to 10,068.1
million.
DIVIDEND
Being 50th year of incorporation of the Company, the Board of Directors at
its meeting held on 10th February, 2023 declared and paid a Special Dividend of
25/- (Rupees Twenty Five only) per equity share of 2/- (Rupees Two only) each and
Interim
Dividend of 15/- (Rupees Fifteen only) per equity share of 2/-
(Rupees Two only) each, amounting to a total Interim Dividend of 40/- (Rupees Forty
only) per equity share of 2/- each, for financial year 2022-23, being 2000% on the face
value of 2/- per share of the Company. In addition, your Directors are pleased to
recommend payment of 10/- (Rupees Ten only) per equity share of 2/- (Rupees Two only)
each as Final Dividend for financial year 2022-23, 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 financial year 2022-23 will be 50/- (Rupees Fifty only)
per equity share of 2/- (Rupees Two only) each as against the total dividend of 34/-
(Rupees Thirty Four only) per equity share of 2/- (Rupees Two only) each paid for the
previous financial year.
In compliance with the requirement of Regulation 43A of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as "SEBI LODR Regulations"), the Company has formulated its Dividend
Distribution Policy, which is available on the Companys 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 for
financial year 2022-23.
SHARE CAPITAL
The paid up equity share capital of the Company as on 31st
March, 2023 was 239.1 million. The Company has neither issued shares with differential
rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors
of the Company, under any scheme (including sweat equity shares).
DEPOSITS
The Company has not accepted any deposits from the public/ members
during the year under review and accordingly no amount on account of principal or interest
on public deposits was outstanding as on 31st March, 2023.
SUBSIDIARIES
As on 31st March, 2023, the Company has 25 subsidiaries. The
Company does not have any joint venture / associate company(ies) within the meaning of
Section 2(6) of the Companies Act, 2013 (hereinafter referred to as "the Act").
During the year under review, while none of the companies ceased to be
a subsidiary of the Company, the following companies were included in the list of
subsidiaries of the Company:
• Enzene Inc., incorporated as a step down subsidiary of the
Company in USA on 26th May, 2022, and
• Pharmacor Limited, incorporated as a step down subsidiary of the
Company in New Zealand on 01st June, 2022.
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5
and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial
statements, performance and financial position of each subsidiary is given in Form AOC-1
as Annexure B to this Report.
The Audited Financial Statements of the subsidiaries are available on
the Companys website at https://www.alkemlabs.com/ subsidiary-accounts.php pursuant
to Section 136 of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided as a separate
section forming part of this Report.
CORPORATE GOVERNANCE
In compliance with Regulation 34 read with Schedule V of the SEBI LODR
Regulations, a Report on Corporate Governance for the year under review is provided as a
separate section along with a certificate from the Statutory Auditors conforming the
Companys compliance with the conditions of Corporate Governance, forming part of
this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In compliance with Regulation 34 of SEBI LODR Regulations, the Business
Responsibility and Sustainability Report, describing the initiatives taken by the Company
from an environmental, social and governance perspective, is provided as a separate
section forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Companys CSR initiatives are as per the Companys CSR
Policy. Our CSR program aims to address the immediate and long term needs of the community
and focus on where we can make the major impact on marginalized sections of the society.
The Companys CSR strategy involves a multi-sectoral inclusive approach to focus on
community needs. It strives to improve the well-being of our communities by focusing on
education, vocational training, healthcare and sanitation, environmental concerns and
rural development. The Company implements these activities directly or through strategic
trust-based partnerships with various NGOs. During financial year 2022-23, the Company has
addressed the requirements of local communities in the vicinity of its head office,
manufacturing facilities and R&D centers through focused projects in the areas of
education, health and hygiene, environment and community development, etc.
Details about the Companys CSR Policy and initiatives undertaken
by the Company during financial year 2022-23 are outlined in the Report on CSR Activities
annexed to this Report as Annexure C.
The CSR Policy is posted on Companys website: https://www.
alkemlabs.com/pdf/policies/csr-policy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments
The details of the appointments/ re-appointments during the year under
review are as follows:
Re-appointment of Mr. Sandeep Singh, Managing Director of the Company:
The Board of Directors of the Company based on the recommendation of
the Nomination and Remuneration & Audit Committee, approved the re-appointment of Mr.
Sandeep Singh as a Managing Director of the Company for a term of 5 (five) consecutive
years w.e.f. 17th October, 2022 upto 16th October, 2027, subject to
the approval of the Members of the Company. The Members at the 48th AGM of the
Company held on 25th August, 2022, approved the said re-appointment of Mr.
Sandeep Singh as a Managing Director of the Company, liable to retire by rotation, for a
period of 5 (five) consecutive years w.e.f. 17th October, 2022 upto 16th
October, 2027.
Re-appointment of Mr. Mritunjay Kumar Singh, Executive Director of the
Company:
The Board of Directors of the Company based on the recommendation of
the Nomination and Remuneration Committee & Audit Committee, approved the
re-appointment of Mr. Mritunjay Kumar Singh as an Executive Director of the Company for a
term of 5 (five) consecutive years w.e.f. 01st January, 2023 upto 31st
December, 2027 subject to the approval of the Members of the Company. The Members of the
Company through Postal Ballot on 05th January, 2023 approved the said
re-appointment of Mr. Mritunjay Kumar Singh as an Executive Director of the Company,
liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. 01st
January, 2023 upto 31st December, 2027.
Appointment of Mr. Srinivas Singh, Executive Director of the Company:
The Board of Directors of the Company based on recommendation of the Nomination and
Remuneration Committee & Audit Committee, approved the appointment of Mr. Srinivas
Singh (DIN: 06744441) as an Additional Director designated as an Executive Director
of the Company for a term of 5 (five) consecutive years w.e.f. 14th September,
2022 upto 13th September, 2027. The Members of the Company through Postal
Ballot on 05th November, 2022 approved the appointment of Mr. Srinivas Singh as
a Whole Time Director designated as an Executive Director of the Company, liable to retire
by rotation, for a period of 5 (five) consecutive years w.e.f. 14th September,
2022 upto 13th September, 2027.
Appointment of Mr. Sujjain Talwar, Independent Director of the Company:
Considering the experience, expertise, proficiency and high standards
of integrity possessed by Mr. Sujjain Talwar (DIN: 01756539), the Board of
Directors of the Company based on recommendation of the Nomination and Remuneration
Committee, approved the appointment of Mr. Sujjain Talwar (DIN:
01756539) as an Additional Director designated as an Independent Director of the Company
for a term of 5 (five) consecutive years w.e.f. 05th August, 2022 upto 04th
August, 2027 subject to the approval of the Members of the Company. The Members of the
Company through Postal Ballot on 28th September, 2022, approved the said
appointment of Mr. Sujjain Talwar as an Independent Director of the Company, not liable to
retire by rotation, for a term of 5 (five) consecutive years w.e.f. 05th
August, 2022 upto 04th August, 2027.
Resignations/ Retirements/ Demise/ Completion of Tenure
Mr. Ranjal Laxmana Shenoy, Independent Director of the Company resigned
w.e.f. 11th July, 2022, due to possible conflict of interest, on account of his
relative becoming a partner of KPMG Advisory Services Private Limited. The Directors
placed on record appreciation for the valuable contribution made by Mr. Ranjal Laxmana
Shenoy during his tenure as an Independent Director in the Company.
Mr. Balmiki Prasad Singh retired from the position of the Executive
Director on the Board of Directors of the Company by expressing his unwillingness to offer
himself for re-appointment as a Director of the Company at the 48th AGM of the
Company held on 25th August, 2022 on the grounds of his health concerns.
The Directors placed on record appreciation for the valuable contribution made by Mr.
Balmiki Prasad Singh during his tenure as an Executive Director of the Company.
Directors liable to retirement by rotation
Mr. Mritunjay Kumar Singh (DIN: 00881412) and Mr. Sandeep Singh (DIN:
01277984) are liable to retire by rotation at the ensuing AGM of the Company pursuant to
the provisions of Section 152 of the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and
being eligible they have offered themselves for re-appointment, on the
recommendation of the Nomination and Remuneration Committee and the Board of Directors.
Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations
read with Secretarial Standard – 2 on General Meetings relating to Mr. Mritunjay
Kumar Singh and Mr. Sandeep Singh are given in the Notice of AGM.
Key Managerial Personnel
Mr. Sandeep Singh, Managing Director, Mr. Rajesh Dubey, President -
Finance and Chief Financial Officer and Mr. Manish Narang, President - Legal, Company
Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on 31st
March, 2023, in accordance with the provisions of Section 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Independent Directors
The Independent Directors hold office for a term of 5 (five) years and
are not liable to retire by rotation.
Declaration of independence from Independent Directors
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of the Act, read with the schedules and rules issued thereunder, as well as
clause (b) of sub-regulation (1) of Regulation 16 of the SEBI LODR Regulations (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force). In
terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.
The terms and conditions of appointment of the Independent Directors
are posted on Companys website https://www.
alkemlabs.com/pdf/policies/Term_of_appointment-Independent_Directors.pdf
Familiarization Program
In compliance with the requirements of SEBI LODR Regulations, the
Company has put in place a framework for Directors Familiarization Programme to
familiarize them with their roles, rights and responsibilities as Directors, the working
of 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 under
review are explained in the Corporate Governance Report. The same is also available on the
Companys website at https://www.alkemlabs.com/ Familiarization-Program.php
Annual Evaluation of Boards Performance
The details of the annual evaluation of the Individual Directors, Board
as a whole and all the Committees of the Board etc. have been provided in the Corporate
Governance Report, which forms part of this Report.
The Independent Directors, at a separate meeting held on 31st
March, 2023, evaluated performance of Non-Independent Directors, performance of the Board
as a whole and performance of the Chairperson of the Company.
The evaluation of the Independent Directors was carried out by the
entire Board of Directors without the participation of the respective Independent
Director.
The Company follows a policy for selection and appointment of
Directors, Senior Management and their remuneration, which is available on the
Companys website at https://www.alkemlabs.
com/pdf/policies/1378936118Nomination-and-Remuneration-Policy_modified%2027052016.pdf. The
said Policy is annexed to this Report as Annexure D.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure E.
Further, a statement showing the names and other particulars of top ten
employees in terms of remuneration drawn and of employees drawing remuneration in excess
of 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 forms
part of this Report.
However, in terms of first proviso to Section 136(1) of the Act, the
Annual Report and Annual Financial Statements are being sent by email to the Members and
others entitled thereto, excluding the aforesaid information. The said information shall
be provided electronically to any Member on a written request to the Company Secretary to
obtain a copy of the same.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 7 (seven) times during financial year 2022-23. The details
of the Board meetings and the attendance of Directors thereat are provided in the
Corporate Governance Report, which forms part of this Report.
COMMITTEES OF THE BOARD
Audit Committee
As on 01st April, 2022, the Audit Committee comprised of Mr.
Arun Kumar Purwar as Chairperson and Mr. Sandeep Singh, Mr. Mritunjay Kumar Singh, Mr.
Ranjal Laxmana Shenoy, Ms. Sangeeta Singh and Mr. Narendra Kumar Aneja as Members.
The Board of Directors of the Company through circular resolution
unanimously passed on 25th July, 2022, reconstituted the Audit Committee with
effect from the said date to comprise of Mr. Arun Kumar Purwar as Chairperson and Mr.
Sandeep Singh, Mr. Mritunjay Kumar Singh, Ms. Sangeeta Singh, Mr. Narendra Kumar Aneja and
Dr. Dheeraj Sharma as Members.
The brief terms of reference of the Audit Committee and the particulars
of meetings held and attendance thereat are mentioned in the Corporate Governance Report
which forms part of this Report.
Nomination and Remuneration Committee
As on 01st April, 2022, the Nomination and Remuneration
Committee comprised of Mr. Ranjal Laxmana Shenoy as Chairperson and Mr. Basudeo N. Singh,
Ms. Sudha Ravi and Dr. Dheeraj Sharma as Members.
The Board of Directors of the Company through circular resolution
unanimously passed on 25th July, 2022, reconstituted the Nomination and
Remuneration Committee with effect from the said date to comprise of Dr. Dheeraj Sharma as
Chairperson and Mr. Basudeo N. Singh, Ms. Sudha Ravi and Mr. Arun Kumar Purwar as Members.
The brief terms of reference of the Nomination and Remuneration
Committee and the particulars of meetings held and attendance thereat are mentioned in the
Corporate Governance Report which forms part of this Report.
Corporate Social Responsibility Committee
As on 01st April, 2022, the Corporate Social Responsibility
Committee comprised of Mr. Arun Kumar Purwar as Chairperson and Mr. Basudeo N. Singh, Mr.
Sandeep Singh, Mrs. Madhurima Singh, Mr. Ranjal Laxmana Shenoy and Ms. Sangeeta Singh as
Members.
The Board of Directors of the Company at its meeting held on 11th
November, 2022, reconstituted the Corporate Social Responsibility Committee with effect
from the said date to comprise of Mr. Arun Kumar Purwar as Chairperson and Mr. Basudeo N.
Singh, Mr. Sandeep Singh, Mrs. Madhurima Singh, Ms. Sangeeta Singh and Ms. Sudha Ravi as
Members.
The brief terms of reference of the Corporate Social Responsibility
Committee and the particulars of meetings held and attendance thereat are mentioned in the
Corporate Governance Report which forms part of this Report.
Stakeholders Relationship Committee
As on 01st April, 2022, the Stakeholders Relationship
Committee comprised of Mr. Ranjal Laxmana Shenoy as Chairperson and Mr. Basudeo N. Singh,
Mr. Mritunjay Kumar Singh and Mrs. Madhurima Singh as Members.
The Board of Directors of the Company through circular resolution
passed on 17th August, 2022 (unanimously passed on 18th August,
2022), reconstituted the Stakeholders Relationship Committee with effect from the
said date to comprise of Mr. Sujjain Talwar as Chairperson and Mr. Basudeo N. Singh, Mr.
Mritunjay Kumar Singh and Mrs. Madhurima Singh as Members.
The Board of Directors of the Company at its Meeting held on 11th
November, 2022, thereafter reconstituted the Stakeholders Relationship Committee
with effect from the said date to comprise of Mr. Sujjain Talwar as Chairperson and Mr.
Mritunjay Kumar Singh, Mrs. Madhurima Singh and Mr. Srinivas Singh as Members.
The brief terms of reference of the Stakeholders Relationship Committee and the
particulars of meetings held and attendance thereat are mentioned in the Corporate
Governance Report which forms part of this Report.
Risk Management Committee
As on 01st April, 2022, the Risk Management Committee
comprised of Mr. Mritunjay Kumar Singh as Chairperson and Mr. Sandeep Singh, Ms. Sudha
Ravi, Dr. Dheeraj Sharma and Mr. Narendra Kumar Aneja as Members.
The Board of Directors of the Company at its meeting held on 11th
November, 2022, reconstituted the Risk Management Committee with effect from the said date
to comprise of Mr. Mritunjay Kumar Singh as Chairman and Mr. Sandeep Singh, Mr. Srinivas
Singh, Ms. Sudha Ravi, Dr. Dheeraj Sharma and Mr. Narendra Kumar Aneja as Members.
The brief terms of reference of the Risk Management Committee and the
particulars of meeting held and attendance thereat are mentioned in the Corporate
Governance Report which forms part of this Report.
RISK MANAGEMENT
The Companys Board of Directors has overall responsibility for
the establishment and oversight of the Companys risk management framework. The
Company has a Board approved Risk Management Policy. The Board of Directors has
constituted a Risk Management Committee which is delegated with the responsibility of
overseeing various strategic, operational and financial risks that the organization faces,
along with assessment of risks, their management and mitigation procedures. A detailed
analysis of the business risks and opportunities is given under Management Discussion and
Analysis Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief, your Directors confirm that:
(a) in the preparation of the annual accounts for financial year ended
31st March, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
(b) they have selected such accounting policies and applied
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 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 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;
(d) they have prepared the annual financial statements on a going
concern basis;
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1
relating 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 Act and the Companies (Audit and
Auditors) Rules, 2014 (including any statutory modification(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 Statutory Auditors of the
Company, were re-appointed by the Shareholders at the 45th AGM of the Company
held on 27th August, 2019, for another term of 5 (five) years from the
conclusion of 45th AGM of the Company until the conclusion of the 50th
AGM, on such remuneration, inclusive of applicable taxes and reimbursement of travelling
and out of pocket expenses incurred in connection with the audit, as recommended by the
Audit Committee and as may be mutually agreed between the Board of Directors of the
Company and the Statutory Auditors from time to time.
The Auditors Report for financial year ended 31st
March, 2023, does not contain any qualification, reservation or adverse remark.
Cost Auditor
The Company is required to maintain cost records for certain products
as specified by the Central Government under subsection (1) of Section 148 of the Act and
accordingly 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 made
thereunder read with notifications/ circulars issued by the Ministry of Corporate Affairs
from time-to-time and as per the recommendation of the Audit Committee, the Board of
Directors at its meeting held on 13th May, 2022 had appointed Mr. Suresh D.
Shenoy, Cost Accountant (Membership No. 8318), as the Cost Auditor of the Company for
financial year 2022-23 to conduct the audit of the cost records of the Company. A
resolution for rati_cation of the remuneration payable to the Cost Auditor is included in
the Notice of AGM for seeking approval of Members. The Cost Audit Report will be filed
within the period stipulated under the Act.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s. Manish Ghia & Associates, Practicing Company Secretaries,
(Membership No. F6252, COP No. 3531) to conduct the Secretarial Audit of the Company for
financial year 2022-23. The Secretarial Audit Report is annexed to this Report as Annexure
F. The said Report does not contain any qualification, reservation or adverse remark.
ANNUAL RETURN
The Annual Return of the Company in prescribed Form MGT-7 is
available on 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 year
2022-23 by the Company, were at arms length basis and in compliance with the
applicable provisions of the Act and the SEBI LODR Regulations and are in conformity with
the Companys Policy on Related Party Transactions.
The disclosure of material related party transactions entered into by
the Company during financial year 2022-23, as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is annexed to this Report as Annexure G. The Related
Party Transactions Policy as approved by the Board is posted on the Companys website
at https:// www.alkemlabs.com/pdf/policies/Policy%20on%20Related%20
Party%20Transactions.pdf.
PARTICULARS OF LOANS/ GUARANTEES GIVEN/ INVESTMENTS MADE AND SECURITIES
PROVIDED
The particulars of loans, guarantees, investments and securities provided covered under
the provisions of Section 186 of the Act have been disclosed in the notes to the financial
statements forming part of the Annual Report.
In terms of disclosures under SEBI LODR Regulations, the maximum balance outstanding
during the year 2022-23 for (i) Alkem Laboratories Corporation was 96.2 million,
(ii) Alkem Laboratories Korea Inc. was 1.8 million and (iii) Ascend
Laboratories SDN BHD was 1.4 million.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act, the Board of
Directors of the Company has framed the Vigil Mechanism
/ Whistle Blower Policy for employees and/ or volunteers of the
Company. The said Policy encourages to report any action or suspected action taken within
the Company that is illegal, fraudulent or in violation of any adopted policy of the
Company including reporting of instances of leak or suspected leak of unpublished price
sensitive information. The Policy also provides access to the Chairperson of the Audit
Committee under certain circumstances. The Whistle Blower Policy is posted 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 Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder.
Internal Complaints Committees have been set up at the head office of
the Company as well as at all the Companys plants, depots and R&D centers to
redress complaints received on sexual harassment. During financial year 2022-23, the
Company has not received any complaint of sexual harassment.
DISCLOSURES UNDER THE ACT
Change in Nature of Business, if any:
During financial year 2022-23, there has been no change in the nature
of business of the Company.
Material Changes and Commitments affecting the financial position of
the Company:
There are no material changes and commitments, which have occurred
between the end of the financial year and the date of the Report which have affected the
financial position of the Company.
Significant and Material Orders:
The Company has not received any significant or material orders passed
by any regulatory authority, court or tribunal which shall impact the going concern status
and Companys operations in future.
Reporting of Frauds by Auditors:
During the year under review, there were no frauds reported by Auditors
under Section 143(12) of the Act.
Details on Insolvency and Bankruptcy Code:
During the year under review, no application has been made by the
Company under the Insolvency and Bankruptcy Code and accordingly the requirement of
disclosing the following details are not applicable to the Company:
(i) the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status
as at the end of the financial year; and
(ii) the details of difference between amount of the valuation done at
the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial 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 for Internal
Financial Controls (IFC) as mandated under the Act. The Companys policies,
guidelines and procedures provide for adequate checks and balances and are meant to ensure
that all transactions are authorized, recorded and reported correctly.
During the year under review, Internal Auditors of the Company with the
external audit consultants have reviewed the effectiveness and efficiency of these systems
and procedures. As per the said assessment, Board is of the view that IFC were adequate
and effective during the financial year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act and
the Rules framed thereunder is annexed herewith as Annexure H to this Report.
ACKNOWLEDGEMENT
Your Directors would like to express sincere gratitude to all valuable
stakeholders of the Company viz., the Central and State Government Departments,
organizations, agencies, our customers, shareholders, dealers, vendors, banks, medical
fraternity, patients and other business associates for their excellent support and
co-operation extended by them during the financial year under review.
The Board of Directors also places on record its appreciation for the
significant contribution made by the employees of the Company through their dedication,
hard work and unstinted commitment.
| For and on behalf of the Board |
| Alkem Laboratories Limited |
| Basudeo N. Singh |
| Executive Chairman |
| DIN: 00760310 |
| Mumbai, 19 May, 2023 |
+91-9892691696
