Alpa Laboratories Ltd Directors Report

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Alpa Laboratories Ltd Share Price directors Report

To,

The Members of the Company

The Directors have the pleasure of presenting the 35th Annual Report of your Company together with the Audited Financial Statements for the year ended as on 31st March, 2023.

PERFORMANCE OF THE COMPANY

Financial Summary ( in Lakhs).

Financial Results

Financial Year ended

Standalone Consolidated
31/03/2023 31/03/2022 31/03/2023 31/03/2022

Sales and Other Income

10236.36 12306.00 10236.89 12304.31

Profit before finance

cost & depreciation

1748.45 2148.00 1749.17 2143.78

Less: Finance Cost

22.34 24.29 22.34 21.91

Depreciation and

132.84 165.67 132.84 165.67

Amortization

Profit Before Tax

1593.27 1958.05 1593.99 1956.20

Less: Exceptional Item

- - -

Less: Provision for

Taxation

(359.55) (310.00) (359.55) (308.44)

Current Tax

(28.80) (235.46) (28.80 (235.46)

Deferred Tax

Less: Other

Comprehensive

- -

Income/Expenses

Net Profit

1241.53 1412.39 1242.26 1409.17

The Standalone and Consolidated Financial Statements are prepared in accordance with the Accounting Standards as prescribed by Institute of Chartered Accountants of India The Audited Consolidated Financial Statements are provided in this Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analyzed in the Management Discussion and Analysis section which forms a part of the Annual Report.

APPROPRIATIONS: DIVIDEND:

The Board of Directors do not recommend dividend as your company believe that it can better to use its profits to reinvest in its business operations, fund research and development, expand into new markets, or acquire other companies. By retaining earnings, the company can fuel its growth and increase the value of the company in the long term.

Since your company is in the progress to expansion of business in near future and board of directors with a view to maintain sufficient liquidity for expansion has recommend not to declare dividend for the year ended March 31,2023. The Board of

Directors and our whole management is fully dedicated to our shareholders and for the benefit of the company it is necessary to retain internal accruals for further improvisation of business.

The Web link of the Dividend Distribution Policy has been available on the www.alpalabs.in

HUMAN RESOURCES:

The key HR priorities for Alpa Labs include strategic alignment, cultural nurturing, and engagement enhancement. HR focuses on developing and implementing strategies and initiatives that align with Alpa Labs mission, vision, values, and overall business strategy. This ensures that HR activities are in line with the larger goals of Alpa Labs. Cultural nurturing is another priority, aiming to foster a strong organizational culture that permeates across all levels of team members. This involves promoting shared values and creating a sense of belonging among employees. Engagement enhancement is a continuous effort to improve colleague engagement, creating a motivated and committed workforce. Alpa values its employees and believes that the Companys success is a result of the collective efforts of all of its employees. The Human Resource Development team strives to create a positive work environment that influences employees ability, motivation and creates opportunities for them to perform. Our work environment encourages high performance work culture with focus on employee health / safety, welfare, engagement, development, diversity, productivity, Cost and Quality. Comprehensive policies of the Company cover the entire spectrum of the life cycle of an employee from recruitment to retention. We are committed to hiring, nurturing and developing exceptionally talented human resources. Companys unique culture and robust People Practices & Policies, inspire and ensure that every employee aspires to grow in the organization.

To retain talent, Alpa Labs has implemented various initiatives. These include offering comparable salaries with peer group pharma companies, providing medical insurance, Incentives and introducing long-term service awards. Creating a conducive and professional work environment is also prioritized, which involves participative management, well-laid-out policies and procedures, as well as whistle-blower and Prevention of Sexual Harassment (POSH) policies. Employee engagement is enhanced through initiatives such as annual sports celebrations, family day annual celebrations, and feedback mechanisms.

Efforts are also taken towards improving employee connect. Through cadre and capability building interventions, we continue to focus on strengthening our talent processes and building the talent pipeline for the organization. Significant efforts were made to strengthen our leadership and hire the best available talent. These have aided in bringing a new perspective and renewed energy in the organization. Our Training & Development activities further gave fillip towards the development of talent as well as sharpening of new management skills of the employees. On-the-job training, meaningful interactions with senior leadership and development programs created an enabling culture in harnessing the necessary competencies in their work environment, whether technical, managerial, or behavioral.

The company is responsible for setting the group culture which placed a key role in delivering high standards of business conduct promoting long term success and unlocking and protecting value. Alpas expectations of courage, accountability, development and team work are fundamental to our culture in 2023 we continued to make good progress in evolving our culture to increase the pace a performance focus of the way.

A culture dashboard tracks four indicators of progress, namely:

Appointing and promoting capable people. Leadership capabilities Employee Engagement Style of Working

The organization takes pride in its human capital, which comprises of people from diverse backgrounds and cultures. Guided by the core values which are deeply imbibed in each of the employees, the organizations achievements are an outcome of efforts, dedication and conviction demonstrated by its people.

Through continuous efforts, new talent, both experienced as well as new entrants to the workforce, were acquired and aligned to the culture of the organization. The HR department continued to arrange training and development programs which has helped to nurture talent, sharpen and understand new management skills. On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year.

SHARE CAPITAL:

The paid-up equity share capital of the company as on 31st March, 2023 is Rs. 2104.06 Lakhs and there is no change in share capital of the Company as compared to the previous financial year. During the year no further capital were raised by the company.

During the year under review Mr. Paresh Chawla acquired shares from Ms. Pooja Chawla and Mrs. Meeti Sethi through inter- se transfer of shares between the promoter and promoter group

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES***

There has been no material change in the nature of the business of the subsidiary i.e. Norfolk Mercantile Private Limited. The company has no subsidiary, which can be considered as material with in the meaning of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Merger of subsidiary i.e. Norfolk Mercantile Private Limited is pending before the Honable National Company Law Tribunal, Mumbai.

As required, the financial data of the subsidiary is furnished in the prescribed form AOC-1 as an Annexure to the Consolidated Financial Statements Pursuant to the provisions of section 129 (3) of the Companies Act,2013 the Consolidated Financial Statements of the Company are attached.

***Note: The Company is partner in Sea bright Landmark Projects LLP to the extent of 18% share in profit.

INSURANCE

The company is bound to safeguard the assets of the company with the adequate insurance policies and is reviewed periodically. The Companies planned, properties, equipment and stock are adequately insured against all major risk including lose on account of business interruption caused due to property damage the company has appropriate liability to cover product liability and others.

The Companys manufacturing facilities, properties, equipment and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage. The Company has appropriate liability insurance covers particularly for product liability, clinical trials and cyber liability. The Company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

BOARD OF DIRECTORS:-

a) Overview:

The Board of Directors of the company is led by the Executive Chairman cum Director and comprises seven other directors as on 31st March, 2023 including one Managing Director, three Executive Directors and four independent directors which include one woman director.

All the Independent Directors of the company have furnished declarations that they meet the criteria of Independence as laid down under section 149 (6) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (“ Listing Regulations”).

In the opinion of the Board, the directors appointed / re-appointed during the year possess requisite expertise, integrity and experience (including proficiency) for appointment / reappointment as an Independent Directors of the Company.

b) Retirement by rotation:

As per the provisions of the Companies Act, 2013, Mr. Pravin Shah, Director, (holding DIN 01232138), retires by rotation at the ensuing AGM and has offered himself for re-appointment. c) Remuneration Policy and Board Evaluation:

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.

The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

The candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

The candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of appointment as an independent director; and

the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companys business.

d) Familiarization Program for the Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the pharmaceutical industry as a whole. Site visits to various plant locations and CSR sites get organized for the Directors to enable them to understand the operations of and CSR activities carried out by the Company. The Independent Directors also meet with senior management team of the Company in formal / informal gatherings.

In Compliance with the requirements of SEBI Regulations, the Company undertook Directors familiarization program to familiarize them with their roles, rights and responsibilities as directors, the companys operations and other relevant information which would enable them to effectively discharge the responsibilities and functions conferred on them. Details are placed on the companys website.

e) Meetings of the Board and Committees thereof:

This information has been furnished under Report on Corporate Governance, which is annexed to this notice.

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.

g) Key Managerial Personnel

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company:

Mr. Mahendra Singh Chawla

- Chairman & Whole-Time Director

Mr. Paresh Chawla,

- Managing Director

Mr. Pravin Shah

- Whole-Time Director

Mr. Vitthal Kothana

- Director

Mr. Bakulesh Shah

- Chief Financial Officer

Ms. Swati Bagh

- Company Secretary

During the year under review one director Mr. Vitthal Kothana has been appointed has executive Director.

DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section 134(3) (c) of the Companies Act, 2013 (“Act”) with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Financial Statements for the year ended as on March 31st, 2023 the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

b) That your Directors have selected 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 as on March 31st, 2023. c) That your Directors have taken 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) That your Directors have prepared the Annual Financial Statements have been prepared on a going concern basis. e) That your Directors have laid down internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively. f) That your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per the requirement of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 the Company has complied with the requirements of Corporate Governance in all material aspects. The report on Corporate Governance (ANNEXURE-1) together with a certificate of its compliance from a Practicing Company Secretary, forms part of the report.

As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of this Report as Annexure 1.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits and as such no amount of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

AUDIT COMMITTEE:

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS

a) STATUTORY AUDITORS

Pursuant to Section 139 (2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 34th Annual General Meeting (AGM) held on September 29, 2017, had appointed M/s. C.H Padliya & Co. Chartered Accountants ,Statutory Auditor of the Company, (Firm Registration Number 003151C), for the period of five years.

The Statutory Auditors report forms part of the Annual Report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no specifications, reservations, adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. b) COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Sudeep Saxena & Associates, Cost Accountants (Registration Number 100980) was appointed as Cost Auditors for the financial year 2022-2023 to conduct audit of cost records of the company. The Company is Maintaining cost records and liable for cost audit.

c) SECRETERIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and other applicable provisions of the act, M/s. Shilpesh Dalal & Co. Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records maintained by the Company for the financial year 2022-2023. The Secretarial Audit Report is attached (in FORM No. MR-3) as ANNEXURE-6 to this report.

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report. Also, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary and submitted the same to stock exchanges where the shares of the Company are listed.

d) INTERNAL AUDITORS: S.S Gandhi, Chartered Accountants are the internal auditors of the Company and to maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee. The scope and authority of the Internal Audit function is clearly defined by the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies. Based on the reports of the Internal Auditors, corrective actions were undertaken and thereby strengthened the controls. Significant audit observations and action plans were presented to the Audit Committee of the Board on quarterly basis.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with Section 135 of the CA 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee).

The Board on the recommendation of CSR Committee adopted a CSR Policy. The same is available on Companys website at https://www.alpalabs.in. The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, creating a significant and sustained impact on local communities.

During the year 2022-23 the company incurred CSR Expenditure of Rs. 50 Lakhs. The Company is always being a committed good corporate citizen, as a part of its Social responsibility, the company undertakes various activities for the benefit of needy people, company has maintained good relationship with the charitable organization and support for the people to improve the living conditions. During the year under review Company has supported old age homes and promotional of Social Activities undertaken by charitable institutions and organizations.

An abstract on Company CSR activities is furnished as ANNEXURE-2 to this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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.

PARTICULARS OF CONTRACTS AND RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Company has formulated a policy on Related Party Transactions. All related party transactions that are entered during the financial year were on arms length basis and in the ordinary course of business. There were no materially significant transactions with Related Parties during the financial year 2022-23. The policy of related party transaction, Board had approved policies on Related Party Transactions and the same have been uploaded on the Companys website, under the web link: www.alpalabs.in.

Related party transactions are disclosed in the notes to the Financial Statements. Prescribed Form No. 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 furnished as ANNEXURE- 3 to this report.

SAFETY, ENVIRONMENT AND HEALTH:

The Company considers safety, environment and health as the management responsibility; regular training programmes are carried out on safety, health and environment.

PREVENTION OF SEXUAL HARRASMENT AT WORK PLACE:

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.

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. No Complaints has received during the year under review 2023.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

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 and regularly amended from time to time the Policy on Vigil Mechanism/ Whistle Blower

The said mechanism provides adequate safeguards against victimization of employees who use the vigil mechanism and provides direct access to the Audit Committee. Also the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Companys value system and business functions and represents cherished values of the Company.

Whistleblower Policy and Code of Business Conduct has been hosted on Companys website link www.alpalabs.in

Your Company hereby affirms that no personnel have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has built a strong policy on the code of conduct for prevention of insider trading for the employees as well as for specified employees. The same is easily accessible from the company website (www.alpalabs.in).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Whole-time directors, Independent Directors and other non-executive Directors) and other employees (under senior management cadre and management cadre). The Policy has been formulated with the following key objectives:

To ensure that employee remuneration is in alignment with business strategy & objectives, organization values and long-term interests of the organization.

To ensure objectivity, fairness and transparency in determination of employees remuneration.

To ensure the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate a high performance workforce and are in compliance with all applicable laws.

It covers various heads of remuneration including benefits for Directors and employees. It also covers the process followed with respect to annual performance reviews and variables considered for revision in the remuneration. The said Policy is available on the website of the Company www.alpalabs.in.

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 ANNEXURE- 4 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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-5 to this Report.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link http://www.alpalabs.in/downloads/Notices/MGT7.pdf

APPRECIATION AND ACKNOWLEDGEMENTS:

Your directors appreciate the trust repose by the medical fraternity and look forward to their continue patronage. The Directors are grateful and pleased to place on record their appreciation for the excellent support guidance and cooperation extended by 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

Pigdamber, Rau.

Paresh Chawla MS Chawla

14th August, 2023

Managing Director Director
DIN-00520411 DIN-00362058

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