To,
The Members of the Company
The Directors have the pleasure of presenting the 37th Annual Report of
your Company together with the Audited Financial Statements for the year ended as on 31st
March, 2025.
PERFORMANCE OF THE COMPANY
Financial Summary (? in Lacs)
| Financial Results |
Financial Year ended |
|
Standalone |
Consolidated |
|
31/03/2025 |
31/03/2024 |
31/03/2025 |
31/03/2024 |
| Sales and Other Income |
13575.71 |
12361.28 |
13579.96 |
12362.87 |
| Profit before finance cost & depreciation |
2830.99 |
2301.86 |
2810.11 |
2299.62 |
| Less: Finance Cost |
26.63 |
38.93 |
23.18 |
35.92 |
| Depreciation and Amortization |
220.24 |
195.49 |
220.24 |
195.49 |
| Profit Before Tax |
2584.12 |
2067.43 |
2566.69 |
2068.20 |
| Less: Exceptional Item |
- |
- |
- |
- |
| Less: Provision for |
|
|
|
|
| Taxation Current Tax Deferred Tax |
(406.43) |
(378.37) |
(406.63) |
(300.00) |
|
(209.75) |
(11.30) |
(209.75) |
(90.55) |
| Less: Other Comprehensive Income/Expenses |
14.96 |
8.16 |
14.96 |
8.16 |
| Net Profit |
1982.90 |
1685.92 |
1965.27 |
1685.81 |
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 has not recommended any dividend for the year
under review. Your Company has recently purchased a land at Pithampur for its future
expansion plans. Considering this significant development, the Board believes that it is
prudent to conserve resources and retain profits to meet the funding requirements of this
project and related growth opportunities.
The expansion at Pithampur is aimed at strengthening our manufacturing
capabilities, enhancing operational efficiency, and creating a strong foundation for
long-term growth. By channelizing internal accruals towards this strategic initiative, we
intend to position the Company for sustainable growth and increased shareholder value in
the years to come.
While we understand the importance of dividends to our shareholders,
this decision has been taken after careful consideration to ensure that adequate funds are
available for the Company's expansion and future growth. The Board is confident that
these investments will yield significant returns in the long run, thereby benefiting all
stakeholders.
The Dividend Distribution Policy of the Company is available on the
website at www.alpalabs.in HUMAN RESOURCES:
At Alpa Laboratories Limited, we are committed to nurturing a
professional, respectful, and inclusive workplace where all employees can thrive and
contribute meaningfully to the Company's success. Our HR policies are designed to
align with the Company's strategic objectives, comply with applicable laws and
regulations, and promote the well-being, development, and engagement of our workforce.
To retain and motivate talent, the Company has implemented several
initiatives, including competitive compensation in line with peer pharmaceutical
companies, medical insurance coverage, incentive programs, and long-term service awards.
We strive to create a conducive and professional work environment supported by
participative management, transparent policies and procedures, and robust mechanisms such
as the Whistle-blower Policy and Prevention of Sexual Harassment (POSH) framework.
Employee engagement is further enhanced through activities such as annual sports events,
family celebrations, and structured feedback channels.
The Company continues to focus on talent and leadership development.
Through cadre and capability-building interventions, significant efforts were made to
strengthen the leadership team and attract the best available talent. Training and
Development programs, on-the-job learning, leadership interactions, and
capability-enhancement initiatives helped sharpen technical, managerial, and behavioural
skills across the organization. These measures have infused renewed energy, enhanced
competencies, and built a strong talent pipeline for the future.
Alpa Laboratories Limited is an equal opportunity employer, committed
to providing a workplace free of discrimination and harassment. Employment decisions
relating to hiring, promotion, compensation, and career progression are based solely on
merit, qualifications, and business requirements.
Culture remains central to our success. The Company continues to embed
its core values of courage, accountability, development, and teamwork into the workplace.
In 2024, we made significant progress in strengthening our culture to foster a
performance-driven, agile, and collaborative organization.
We take pride in our diverse human capital, whose dedication,
conviction, and efforts drive the Company's achievements. During the year, we
welcomed new talent, both experienced professionals and young entrants, and successfully
aligned them with Alpa's values and culture. The HR function continued to focus on
nurturing talent and strengthening management capabilities.
On the industrial relations front, the Company maintained cordial and
constructive relations with its workforce throughout the year.
SHARE CAPITAL:
The paid-up equity share capital of the company as on 31st March, 2025
is Rs. 2104.06 Lacs 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.
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 within the meaning of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Merger of our wholly owned subsidiary i.e. Norfolk Mercantile
Private Limited with Alpa Laboratories Limited is pending before the Hon'ble 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.
The Company is also a partner in Seabright Landmark Projects LLP to the
extent of 18% share in profit and Wealthpile Trading LLP to the extent of 15% 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 Company's 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 Nine other directors as on 31st March, 2025 including one
Managing Director, three Executive Directors and Five independent directors which include
two-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. Shitul Shah,
Director, (holding DIN 07883973), 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 Company's business.
d) Familiarisation 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 Company's 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 Director's familiarization program to familiarize them with their roles,
rights and responsibilities as directors, the company's operations and other relevant
information which would enable them to effectively discharge the responsibilities and
functions conferred on them. Details are placed on the company's 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 company's 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. Shitul Shah |
- Whole-Time Director |
| Mr. Vitthal Kothana |
- Whole-Time Director and ex-Chairman |
| Mr. Bakulesh Shah |
- Chief Financial Officer |
During the year under review Ms. Swati Bagh Company Secretary has
tendered her Resignation w.e.f, 10th December 2024 from the position of Company Secretary
cum Compliance Officer of the Company and in place of her Ms. Srashti Chopra has been
appointed as a Company Secretary cum Compliance Officer of the Company.
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 Director's
Responsibility Statement, it is hereby confirmed:
a) That in the preparation of the Annual Financial Statements for the
year ended as on March 31st, 2025 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, 2025.
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, 2022, 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 2024-25 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 Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 read with Regulation 24A of SEBI LODR Regulations, as amended, the Board, subject to
the approval of the shareholders, has appointed M/s. Shilpesh Dalal & Co. Company
Secretaries as the Secretarial Auditor for auditing the secretarial records maintained by
the Company for a period of five years i.e. from FY 2025-26 to FY 2029-30. 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: M/s S.S Gandhi and Co., 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 Company's 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 2024-25 the company incurred CSR Expenditure of Rs. 40
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 education, 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
arm's length basis and in the ordinary course of business. There were no materially
significant transactions with Related Parties during the financial year 2024-25. The
policy of related party transaction, Board had approved policies on Related Party
Transactions and the same have been uploaded on the Company's 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 2025.
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 Company's value system and business functions and represents
cherished values of the Company.
Whistleblower Policy and Code of Business Conduct has been hosted on
Company's 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
employee's 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 https://alpalabs.in/information/.
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 co-operation
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 |
| 13th August, 2025 |
Managing Director |
Director |
|
DIN-00520411 |
DIN-00362058 |