Alembic : Annual Report 2022-23

ANNUAL REPORT 2022-23

ALEMBIC LIMITED

Board of Directors

Mr. Chirayu Amin

Chairman

Mrs. Malika Amin

Managing Director & CEO

Mr. Udit Amin

Director

Mr. C. P. Buch

Independent Director

Mr. Sameer Khera

Independent Director

Mr. Mayank Amin

Independent Director

Mrs. Rati Desai

Independent Director

Mr. Abhijit Joshi

Director

Chief Financial Officer

Mr. Rasesh Shah

Company Secretary

Mr. Drigesh Mittal

Index	Page No.
Notice	2
Board's Report and Annexures	25
Report on Corporate Governance	42
Business Responsibility & Sustainability Report	57
Standalone Financial Statements	83
Consolidated Financial Statements	135

Statutory Auditors

CNK & Associates LLP

The Nirat, 3rd Floor, 18-Winward Business Park, Behind Emerald One Complex,

In the lane of Dr. Prashant Buch's Hospital, Jetalpur Road, Vadodara - 390007

Bankers

Bank of Baroda Limited

Axis Bank Limited

HDFC Bank Limited

Yes Bank Limited

RBL Bank Limited

Registered Office

Alembic Road, Vadodara - 390 003. CIN: L26100GJ1907PLC000033 Tel : [phone]

Email Id: [e-mail]

Website: www.alembiclimited.com

Registrar and Share Transfer Agent

Link Intime India Pvt. Ltd.

B-102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Nr. Radhakrishna Char Rasta, Akota, Vadodara - 390 020.

Tel : [phone]

Email Id: [e-mail]

This report contains forward-looking statements, which may be identified by their use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Company's strategy for growth, product development, market position, expenditures and financial/results are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.

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ALEMBIC LIMITED

Notice

Notice is hereby given that the 116th Annual General Meeting ("AGM") of the Members of Alembic Limited will be held on Thursday, the 10th August, 2023 at 4:30 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 and the Reports of the Board of Directors and Auditors thereon.
2. To declare dividend on equity shares for the financial year 2022-2023.
3. To appoint a Director in place of Mr. Abhijit Joshi (DIN: 06568584), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass, the following Resolution as a Special Resolution:
   Appointment of Dr. Girish Hirode (DIN: 10145777) as an Independent Director of the Company:
   "RESOLVED THAT pursuant to provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies
   Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 ("Act") read with Schedule IV to the
   Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
   Listing Regulations, 2015") (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), the Articles of
   Association of the Company and on the basis of the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Dr. Girish Hirode (DIN: 10145777), in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company at this 116th Annual General Meeting ("AGM"), not liable to retire by rotation, for a term of 5 (five) consecutive years i.e. w.e.f. 10th August, 2023 upto 9th August, 2028.
   RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds and things as may be necessary or expedient to give effect to the resolution."
2. To consider and if thought fit, to pass, the following Resolution as a Special Resolution:
   Re-appointment of Mr. Mayank Amin (DIN: 03455164) as an Independent Director of the Company:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the
   Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 ("Act") read with Schedule
   IV to the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
   ("SEBI Listing Regulations, 2015") (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), the
   Articles of Association of the Company and on the basis of the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Mayank Amin (DIN: 03455164) as an Independent Director of the Company, not liable to retire by rotation, for the second term of 5 (five) consecutive years i.e. w.e.f. 15th May, 2024 upto 14th May, 2029.
   RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds and things as may be necessary or expedient to give effect to the resolution."
3. To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution: Approval of material related party transactions with Shreno Limited:
   "RESOLVED THAT pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), as amended, the relevant provisions of the Companies
   Act, 2013 read with the Rules framed thereunder ("Act") and other applicable laws (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), the Company's Policy on Related Party Transactions and Manner of Dealing with Related Party Transactions ("RPT Policy") and as per the approval of the Audit Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded to enter into and/or to continue with the existing

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ALEMBIC LIMITED

Notice

contract(s)/ arrangement(s)/ agreements(s)/ transaction(s)/ renewal(s)/ extension(s)/ modification(s) thereto, whether by way of an individual transaction or transactions taken together with the previous transactions or series of transactions or otherwise undertaken / to be undertaken till the date of next Annual General Meeting with Shreno Limited, a related party under the provision of Regulation 2(1)(zb) of the SEBI Listing Regulations, 2015, for (i) buying or selling or leasing immovable property;

1. entering into agreements for Transfer of Development Rights / Floor Space Index (FSI); (iii) entering into Agreements for joint development of projects on revenue sharing / area sharing / profit sharing basis; (iv) granting of loans, advances and guarantee in relation to activities mentioned at (ii) & (iii) above; (v) entering into Project Management Consultancy Agreements; (vi) availing of services; (vii) rendering of services; and (viii) reimbursement of expenses (hereinafter collectively referred to as "related party transactions") on such terms and conditions as detailed in the explanatory statement and as may be agreed with Shreno Limited, for an aggregate value of up to ` 30 Crore p.a. and the said contract(s) / arrangement(s) / agreements(s) / transaction(s) so carried out shall at all times be on arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, Members of the Company do hereby accord approval to the Board of Directors of the Company to finalize, execute, modify and amend all agreements, documents and writings, make representations in respect thereof and seek approval from relevant authorities and to do all acts, deeds and things necessary and expedient to give effect to the above resolution on behalf of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Committee, Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s) / Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution."

7. To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution: Approval of material related party transactions with Alembic Pharmaceuticals Limited:

"RESOLVED THAT pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), as amended, the relevant provisions of the Companies Act, 2013 read with the Rules framed thereunder ("Act") and other applicable laws (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), the Company's Policy on Related Party Transactions and Manner of Dealing with Related Party Transactions ("RPT Policy") and as per the approval of the Audit Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded to enter into and/or to continue with the existing contract(s)/ arrangement(s)/ agreements(s)/ transaction(s)/ renewal(s)/ modification(s) thereto for a term of 5 years from the conclusion of the 116th Annual General Meeting ("AGM") till the conclusion of 121st AGM with Alembic Pharmaceuticals Limited, a related party under the provision of Regulation 2(1)(zb) of the SEBI Listing Regulations, 2015, for (i) supply of various goods; (ii) purchase of various goods including active pharmaceutical ingredients ('API'), excipients and spent solvents; (iii) providing job work and other services; (iv) framework agreement for providing various premises on

Leave and License / Lease basis; (v) receipt of dividend from investment in securities of Alembic Pharmaceuticals Limited and (vi) reimbursement of expenses (hereinafter collectively referred to as "related party transactions") on such terms and conditions as detailed in the explanatory statement and as may be agreed with Alembic Pharmaceuticals Limited, for an aggregate value of up to ` 65 Crore per annum excluding dividend receipt which is not in the control of the Company and the said contract(s)/ arrangement(s)/ agreements(s)/ transaction(s) so carried out shall at all times be on arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, Members of the Company do hereby accord approval to the Board of Directors of the Company to finalize, execute, modify and amend all agreements, documents and writings, make representations in respect thereof and seek approval from relevant authorities and to do all acts, deeds and things necessary and expedient to give effect to the above resolution on behalf of the Company.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Committee, Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s) / Authorised

Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution."

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