Director's Report To, The Members, Alkali Metals Limited 1.Your Directors have pleasure in presenting the 48th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2016. 2. Dividend Final dividend of Rs. 0.40 per equity share of Rs. 10/- each has been recommended by the Board of Directors for the year ended 31st March, 2016 subject to the approval of the shareholders at the ensuing Annual General Meeting, in addition to the interim dividend at the rate of Rs. 0.80 per equity share of Rs. 10/- each was declared on 23.01.2016 and paid accordingly. Final Dividend if approved, will be paid within 30 days of the Annual General Meeting. 3. Reserves During the year under review, company had not transferred any amount to General Reserves. 4. Brief description of the Company's performance during the year Your Directors are happy to announce that a Turnover of Rs. 733 Million, which is the highest ever recorded in the company history. The turnover is increased by 7% as Compare to last year and the profit after tax is increased by 695% as compared to last year and stood at Rs.23 Million. Company had taken appropriate measures to control the cost including financial measures and was able to sell the value added products to achieve the profit during the year. Your Directors are confident that the measures taken by them will continue to give good results in the coming years. SIGNIFICANT ACHIEVEMENT Company is a regular foreign exchange earner; the following are the details of the Net foreign exchange earnings for the last 3 years. 5 Future outlook Your Company is planning to expand by increasing the capacities and/or range of products both regular as well as APIs either at the Unit-III located at Vishakhapatnam or the proposed Pharmacity at Mucharla in the state of Telangana. This will increase the company top/bottom line. Your Directors are confident to increase the volumes and margins as well as net foreign exchange earnings in the coming years. 6. Research & Development The company has spent Rs. 7.2 Million towards Research and Development during the financial year and is putting continuous efforts in R&D to develop the new products and process for optimum material consumptions by effective yield. During the year, the company has commercialized 4 new products which have good potential in the years to go. 7. Change in the nature of business, if any Company had not changed its nature of business during the year under review. 8. Material changes and commitments after the closure of financial year Company had not faced any Material changes subsequent to the closure of the financial year, which will affect the financial position or operations of the Company. 9. Significant and Material Orders There are no significant and material orders passed by the regulators or court or tribunals impacting the going concern status and Company operations in future. 10. Internal Financial Controls Your company had adequate internal controls and such procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including safeguarding of all its assets and prevention/detection of frauds and errors, accuracy and completeness of accounting records. Auditors have verified the internal financial controls and tested the adequacy and the procedures adopted by the company and confirm that the controls are adequate to the size of the transactions. The management reviews and monitors the controls and process on a regular basis. 11. Risk Management The Management of the Company will take adequate steps in identifying, assessing, controlling and mitigating the risks associated with different areas of its business operations. 12. Details of Subsidiary/Joint Ventures/Associate Companies Your company had no subsidiaries, Joint Ventures and associate companies during the financial year under review. 13. Deposits Your company has not accepted any deposits covered under chapter V of the Companies Act, 2013 during the year under review and also no outstanding at the beginning of the financial year. 14. Auditors Statutory Auditors M/s. C K S Associates, Statutory Auditors were appointed as auditors of the Company at the Annual General Meeting held on 21st August 2014 for a period of 5 years i.e., upto year 2019. As per the provisions of the Companies Act, 2013, the appointment of statutory auditors has to be ratified every year. Accordingly, it is proposed to ratify the appointment at the ensuing Annual General Meeting. Internal Auditors The Board of directors of the company have appointed M/s. Ramakrishna & Associates Chartered Accountants as Internal Auditors to conduct the Internal Audit of the company for the financial year ended 31st March, 2016 Secretarial Auditors The Board of directors of the company have appointed CS B. Venkatesh Babu, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial Audit of the company for the financial year ended 31st March, 2016. 15. Share Capital Your Company had not issued and raised any share capital including sweat equity, employee stock options during the financial year under review. Your company has also not provided any money for purchase of its own shares by employees or for the benefit of employees. 16. Extract of the annual return The extract of the annual return in Form MGT - 9 is enclosed as Annexure -1 and shall form part of the Board's report. 17. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo have been provided in Annexure -2 and shall form part of this report. 18. Corporate Social Responsibility (CSR) Your company is not covered under the provisions of Corporate Social Responsibility. But the company realizes its Social Responsibility and, therefore, is providing the free medical help to the poor people and financial assistance to the poor students through a Charitable Trust run by the promoters. 19. Directors Since the last annual general meeting there is no change in the Board of Directors of the Company. Smt. Y. Lalithya Poorna, Director will retire by rotation at the ensuring annual general meeting and, being eligible, offers herself for reappointment. Details of no. of Board meetings are covered under the Corporate Governance section. Declaration by an Independent Director Company had received the declaration by an Independent Director(s) that he/they meet the criteria of independence as per the provisions of Section 149 of the Companies Act, 2013 Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual Directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the committees and peer evaluation. The summary of the evaluation reports were presented to the respective Committees and the Board for their consideration. 20. Key Managerial Persons During the year the Company had Appointed Mr. M. Karunakar Reddy as the Company Secretary of the Company in the casual vacancy caused by resignation of Mr. Deepak Tibrewal, in compliance with the provisions of the Companies Act, 2013. 21. Director's Responsibility Statement As per the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 22. Committees Your company has Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and the details are provided in the Corporate Governance section. 23. Vigil mechanism for directors and employees The company believes in the standard of conduct which all employees are expected to observe in their business endeavors. The Code (Vigil Mechanism) reflects the Company's commitment to principles of integrity, transparency and fairness. The copy of the Code of Vigil Mechanism is available on the Company website www.alkalimetals.com under Investor tab. The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. The Executive Director Sri. Y.V. PRASHANTH is designated as ombudsperson to deal with all the complaints registered under the policy. 24. Policy on Sexual Harassment Company had adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year there were no female employees working for the Company. 25. Particulars of loans, guarantees or investments The Company had not given any loans, guarantees or made investments as per the provisions of section 186 of the Companies Act, 2013 during the financial year under review and also there are no outstanding amounts of loans given, guarantees provided and/or investments made at the beginning of the year. 26. Particulars of contracts or arrangements with related parties The Company had not entered into any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto. The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which can be accessed at the Company website www.alkalimetals.com under Investor tab. 27. Managerial Remuneration/Employee Details The Details required to be provided pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure -3 and the same form part of the Directors Report. There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 28.Secretarial Audit Report A Secretarial Audit Report given by CS B. Venkatesh Babu, Company Secretary in practice is enclosed as Annexure -4 and the same form part of this report. 29. Corporate Governance/Management Discussion and Analysis In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor's of the Company and also the Management Discussion and Analysis report is annexed to this Annual Report and forms integral part of this Report. 30. Insurance All the properties and insurable interests of the Company including building, plant and machinery and stocks have been adequately insured. 31. Listing on Stock Exchanges The securities of the company are continued to be listed on BSE and NSE. The listing fees for these stock exchanges is paid for the current year. 32. Cost Audit Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 cost audit is not applicable for the financial year 2015-16 for the Company. 33. Acknowledgements Your Directors express their gratitude to all stakeholders, bankers, regulatory authorities, government, customers, suppliers, business associates, from India and abroad, staff and workers for their continued support at all times and look forward to have the same in our future endeavours. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels. Your Directors look forward to the long term future with confidence For and on behalf of Board of Directors Y.S.R. VENKATA RAO MANAGING DIRECTOR DIN: 00345524 DR. J.S. YADAV CHAIRMAN DIN: 02014136 Place: Hyderabad Date: 02.05.2016 |