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Alkem Laboratories Ltd Directors Report

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Jul 19, 2024|09:44:56 AM

Alkem Laboratories Ltd Share Price directors Report

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

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  • Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
  • KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.

RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.