Alpa Laboratories Ltd Directors Report.

1. Performance/Operations

The Directors have pleasure in presenting the Annual Report of the Company, together with the financial statements, for the year ended March 31, 2016.

During the Financial Year your management is striving to improve the performance of the company. However due to cut thought competition in the pharmaceutical market turnover of company reduced from previous financial year from Rs. 5739.39 Lacs to Rs.5350.20. Lacs. But Profit after tax increased from Rs. (139.69) Lacs to Rs.773.96 Lacs.

As the promoter group comprises of Three Group families, viz.; Patel Family, Chawla Family and Shah Family. During the year Patel Family exit from the promoter group as well as from management of the company. All the shares belonging to Patel Family were acquired by Chawla Family to provide them exit option.

Financial Summary

(Rs. in lacs)

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016 31/03/2015 31/03/2016 31/03/2015
Gross Total Revenue 5959.43 6018.20 5877.35 6018.20
Profit/(Loss) before tax 1063.10 (271.08) 973.74 (271.17)
Profit/(Loss) after tax 773.96 (139.68) 684.61 (139.77)
Balance Brought Forward from Previous Year 1090.78 1230.46 1090.69 1230.46
Profit carried to Balance Sheet 1864.74 1090.78 1775.30 1090.69

2. Company Performance

During the year under review, your Company witnessed a modest recovery in terms of increase in profit, after three years of down cycle. Your Company improved its product range, facilitated by appropriate product mix. A sustained focus on meeting customer requirements and initiatives in network expansion resulted in improved results.

3. Dividend

The Directors do not recommend any dividend for the financial year ended March 31, 2016, with a view to retain internal accruals.

4. Changes to Equity Share Capital

There is no change in Share capital of Company. The company has not issued any Security during the Financial Year.

5. Human Resources

People are our most valuable asset in the Company and your Company places the engagement, development and retention of talent at its highest priority, to enable achievement of organizational goal and vision. Structure, Process and Culture are the corner-stones of our Human Resources strategy and we have made strides in each area during the last year.

Your Company sustained harmonious and healthy industrial relations which will set the trend in employee productivity, workforce flexibility.

6. Headcount

The total number permanent employees in the Company as on March 31, 2016 was 399 as against 366 as on March 31, 2016 as company is

7. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done at regular intervals to woman employees. Following are some of the awareness programs imparted to train Employees and Internal Complaints Committee (ICC).

1. Every employee is supposed to undergo mandatory learning module on "Prevention of Sexual Harassment" at workplace.

2. The internal complaints committee is regularly updated about the Law when the committee members are appointed in the committee.

3. Policy of "Prevention of Sexual Harassment" at workplace is available on intranet for employees to access as and when required.

The Company has setup an Internal Complaints Committee (ICC) at location where it operates in India. ICC has representation of men and women and is chaired by senior lady and has an external women representation.

On receipt of any compliant, ICC investigates the case and provides its recommendations to the Board of Directors. The apex authority upon receiving the recommendations from ICC arrives at the conclusion and acts upon such recommendations.

Penal consequences of Sexual Harassment ("SH") and the constitution of the ICC is displayed at conspicuous places. The posters are also displayed in regional languages at offices/works.

The following is the summary of the complaints received and disposed off during the financial year 2015-16:

a) No. of complaints received: 0

b) No. of complaints disposed off: 0

8. Board Committees

The Company has the following Committees of the Board:

1 Audit Committee;

2 Nomination and Remuneration Committee ;

3 Stakeholders Relationship Committee;

4. Risk Management Committee.

5. Internal Complaints Committee (ICC) for prevention and reddressal of Sexual Harassment.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

9. Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Regulation 49 of the Listing Agreement as well as Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The detailed report on the Corporate Governance is annexed and forms and integral part of this Annual Report. The Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of part of this report.

The details of Related Party disclosures/transactions attracting provisions of Companies Act, 2013 or falling under ambit of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been provided in Corporate Governance Report.

The Related party transactions as per Accounting Standards AS-18, if any, are disclosed in the Notes to Accounts in the Financial Statements.

10. Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

11. Subsidiaries, Associates and Joint Ventures

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Ventures (in Form AOC-1) is attached to the financial statements. Annexure-A

12. Directors

a. During the year under review there was no change in Directorship in the Company.All Independent directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Act and the Listing Regulations. Based on disclosure provided by directors, none of them are disqualified from being appointed as Directors under section 164 of the Companies Act, 2013.

As on 31st March, 2016, Shri P.R. Patel, Managing Director Shri M.S. Chawla, Whole Time Director, Shri P.C. Shah, Whole Time Director, Shri Jayesh Patel, Chief Executive Officer, Shri Bakulesh Shah, Chief Finance Officer, Ms. Monali Patel, Company secretary are "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Shri Sharad Lunawat, Shri K.D. Malani and Shri Devendra Baheti are independent directors as per provisions of Section 149 of Companies Act, 2013. Mrs. Shashi Jain is Woman director by the Board of Directors.

Shri M.S. Chawla, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

In Post financial year event;

Shri P.R. Patel resigned from office of Managing Director as well as Director, Shri Jayesh Patel resigned from office of CEO and Ms. Monali Patel was resigned from office of Company Secretary. The Board accepted all the resignation w.e.f 9th April, 2016.

A brief note on Directors proposed for appointment is furnished in the Report on Corporate Governance.

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.

b) Retirement by rotation

To appoint a director in place of Mr. Mahendra Singh Chawla (DIN 00362058), who retires by rotation and being eligible, offers himself for re-appointment.

c) Familiarisation Program for Independent Directors :

The company undertook directors familiarization programme for familiarizing them with companys operations and other relevant information which would enable them to effectively discharge the responsibilities and functions conferred on them. Details is placed on the companys website

d) Board Meetings.

During the year, four meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

e) Board Evaluation

The Paid up Capital of Company is less than twenty Five Crores, therefore it is not mandatory evaluation of Board of Directors. However the Board evaluates its own performance, the working of its Committees (Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Independent Director).

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 companys website. All directors confirmed their abidance with the Code.

13. Auditors

a. Statutory Auditors

C. H. Padliya & Co., Chartered Accountants, (FRN 003151C) auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received confirmation from the firm regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

As required under Regulation 15 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2016-17. The necessary resolution is being placed before the shareholders for approval.

The Auditors Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

b. Cost Auditor

The Board appointed M/s Sudeep Saxena & Associates, Practicing Cost Accountants,, (Regn No: 100980) as Cost Auditors for the financial year 2016-17 to carry out the cost audit of Companys records in respect of Drugs and Pharmaceuticals. Cost Audit Report would be submitted to Central Government.

Cost Audit Report for the financial year 2014-15 was filed on September 30, 2015 (due date- September 30, 2015).

The Cost Auditors Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

c. Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. Shilpesh Dalal & Co., Company Secretary in Practice, Indore to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2016.

The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to this Report.

13. Remuneration Policy of the Company

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel 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.

The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Our compensation philosophy is to align Directors and employees compensation with our business objectives, so that compensation is used as a strategic tool that helps us recruit, motivate and retain talented individuals who are committed to our core values. The Company pays remuneration by way of salary, to its Managing Director and other Executive Directors.

14. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statement.

15. Related Party Transactions:

All related party transactions entered during the financial year were on arms length basis and in the ordinary course of business. There were no materially significant transactions with Related Parties during the financial year 2015-16. Suitable disclosures as required under AS-18 and have been put in notes to the financial statements.

The Board had approved amendment in policies on Related Party Transactions. and the same have been uploaded on the Companys website, under the web link: www.alpalabs.in .

16. Managerial Remuneration and particulars of employees

Details of remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rules 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 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Material changes and commitments affecting the financial position of the Company.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2016) and the date of the Report (August 12, 2016).

18. Corporate Social Responsibility (CSR) initiatives:

Provisions of Section 135 of the Companies Act, 2013 are not applicable to company during Financial Year under review.

19. Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulation, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

20. Subsidiaries/Joint Venture:

Your Company has one wholly owned subsidiary. Financial statements of subsidiary are disclosed in the consolidated financial statements which forms part of this Annual Report.

Name of company Status
Norfolk Mercantile Pvt Ltd Wholly Owned Subsidiary

Note: The Company is partner in Seabright Landmarks Project LLP to the extent of 18% share in profit.

21. Deposits:

During the year under review, your Company has not accepted any deposits from the public falling within the purview of section 73 of the act read with the Companies (Acceptance of Deposits) Rules, 2014.

22. Internal Control Systems and Compliance Framework:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls, covering the entire spectrum of internal financial controls.

The Company also has an Audit Committee, which interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting, Related Party Transactions and internal controls.

23. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

b) for the financial year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2016.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24. 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 companys website.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

26. Research and Development, Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-C to this Report.

27. Extract of Annual Return :

An Extract of Annual Return in Form MGT-9 as on 31st March, 2016 is annexed to this report in Annexure-D

28. Awards and Accolades :

During the year the company has not won any award

29. Gratitude & Acknowledgement

The Directors wish to express their appreciation for the continued co-operation of the Government Authorities and Agencies, bankers, customers, dealers and suppliers and also the valuable assistance and advice received from the Statutory Auditors, Companies Secretarial Auditors, Legal advisors, and all the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors of
Alpa Laboratories Limited
Paresh Chawla M.S. Chawla Devendra Baheti
Managing Director Whole Time Director Chairman-Audit Committee
Pigdember, Rau, Indore
August 12, 2016

Annexure "A" to the Directors Report

Form AOC-1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014).

Part "A" Subsidiary Financial Summary

Name of Subsidiary

(Figures in Rs. Lacs) Norfolk Mercantile Private Limited

Particulars As on 31.03.2016 As On 31.03.2015
Share Capital 262.00 NA
Reserves & Surplus (89.51) NA
Total Assets 1986.61 NA
Total Liabilities (excluding share capital and reserves and surplus) 1814.12 NA
Details of investments (In assets) 1011.00 1010.00
Turnover (Includes Other income) 16.36 0.00
Profit/ (Loss) before taxation (89.35) (0.16)
Provision for taxation 0.00 0.00
Profit/ (Loss) after taxation (89.35) (0.16)
Proposed dividend 0.00 0.00
% of share holding 100% 100%
Reporting Currency INR INR
Exchange Rate to INR on March 31 Nil Nil

Annexure "C" to the Directors Report

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.

(A) CONSERVATION OF ENERGY

- Manufacturing plants continue their efforts in conserving energy in various forms like energy conservation projects, continuous monitoring etc and by Optimizing Plant Power load to match the demand.

The company does not use any alternate source of energy. There is no substantial amount spent on energy conservation equipment.

Carbon Credit : Nil

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Continuous Monitoring on electricity uses to reduce the misuse or wastage of electricity at factory and office premise
(ii) the steps taken by the company for utilizing alternate sources of energy Nil
(iii) the capital investment on energy conservation equipments Nil

(b) Technology absorption

(i) the efforts made towards technology absorption Machineries and electrical equipment are properly maintained
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution. Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil
(a) the details of technology imported Nil
(b) the year of import; Nil
(c) whether the technology been fully absorbed Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof Nil
(iv) the expenditure incurred on Research and Development Nil

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs.326.35 lacs and the total foreign exchange earned was Rs. 1811.13 lacs.

(Rs.in lacs)
Year Ended 31st March 2016 2015
Earning on Account of Export 1811.13 1,545.66
Outgoings
• For Raw Material 301.62 511.75
• For Capital Goods 15.01 28.35
• For Professional and Consultation fees 0.00 80.87
• For Bank Charges 3.10 2.25
• For Travel Expenses 6.62 4.67