Director Report

Dear Members,

Your Directors are pleased to present the 84th Annual Report of the Company and the audited Financial Statements for the financial year ended 31st March, 2023. The PDF version of the Report is also available on the Company's website at www. albertdavidindia.com/annualreport.php.

(Rs. in Lakhs)

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act")

FY 2023 was a challenging year with a volatile and difficult business environment, but the team at ADL demonstrated agility and delivered a resilient financial performance. We registered annual Revenue from Operations of Rs. 341.56 Crores, delivering 8.9% growth over FY 2022. Profit Before Tax for FY 2023 stood at Rs. 51 Crores, marking a growth of 8.5% from FY 2022.

• Revenue from operations for the year increased by 8.9 % to Rs. 34,156.44 Lakhs as against of Rs.31,351.14 Lakhs for the last year.

• Profit before Tax (PBT) for the year has grown by 7.2% to Rs. 5,073.54 Lakhs as against a PBT of Rs. 4,729.76 Lakhs for the last year.

• Tax Provision for the current year amounted to Rs. 1,456.05 Lakhs as against a tax provision of Rs. 1,203.93 Lakhs for the last year.

• Profit after Tax (PAT) before other comprehensive income for the year grew by 2.6% to Rs.3,617.49 Lakhs as against a PAT of Rs.3,525.83 Lakhs for the last year.

• Earnings Per Share of Rs. 10/- each works out to Rs. 63.39/- for the year as against Rs. 61.78/- for the last year.

In the previous year, your Company had introduced two products ‘Evacure' and ‘C3H' in the market and during the year also the Company is in the process of introducing a new product named ‘Evaston'. It is expected that these new products will augment more revenue and profits for the Company in future. Your Directors are also striving to achieve further growth in sales and better financial performance in the forthcoming years.

Your Directors are pleased to recommend a dividend of Rs.9/- per equity share of Rs. 10/- each, i.e. 90% for the FY ended March 31, 2023, subject to approval of members at the ensuing Annual General Meeting. The Dividend, if approved by the members at the ensuing Annual General Meeting, will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and/or Register of Beneficial Owners as on the record date and will result into a cash outflow of Rs. 513.64 Lakhs.

During the year under review, no amount was transferred to any of the reserves by the Company.

There have been no material changes and commitments in the business operations of the Company affecting the financial position, which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

O The Company has a system of Internal Audit to take care of the Internal Control systems, effectiveness of its functioning and the workflow of the organization in terms of the approved policies of the Company. Every quarter, the Internal Auditors present their Internal Audit Report along with management's comments and action taken reports thereon before the Audit Committee of the Company; O Your Board has adopted various policies, related to Related Party Transactions, Whistle Blower Mechanism and other procedures for ensuring the orderly and efficient conduct of business. The Company's system of Internal Control has been designed to provide a reasonable assurance with regard to the maintenance of proper accounting controls, monitoring of operations, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

O The Company has ERP suite for a reliable, high-end, comprehensive, disciplined, and integrated business solution.

O The Company is complying with all the applicable Indian Accounting Standards (IndAS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect the true and fair financial position of the Company.

During the year under review, your Company has neither accepted/renewed any deposits nor has any outstanding Deposits in terms of Section 73 - 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

M/s. L. B. Jha & Co., Chartered Accountants (ICAI Firm Registration No. 301088E), Kolkata, were appointed as the Statutory Auditor of the Company at the 83rd Annual General Meeting held on August 9, 2022 to hold office from the conclusion of the said meeting till the conclusion of the 88th Annual General Meeting to be held in the year 2027. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The Report given by the Statutory Auditors on the Company's financial statements is enclosed with this Report. The Statutory Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail in the said regard is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and does not call for any further comment. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 & 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, the Board had appointed M/s. MKB & Associates, Practicing Company Secretaries (FRN: P2010WB042700), Kolkata, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2023 and their Report in the prescribed Form MR - 3 is attached as "Annexure - 1" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records relating to the business of manufacturing of Bulk Drugs and Formulations of the Company. Accordingly, the Board on the recommendation of the Audit Committee had approved the appointment of M/s. S. Gupta & Co., Kolkata, Cost & Management Accountants (Firm Registration No. 000020) as Cost Auditors for auditing the cost records of the Company for the financial year ended March 31, 2024. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014 framed thereunder, the remuneration payable to M/s. S. Gupta & Co. as Cost Auditors for the financial year 2023-24 is required to be rati_ed by the Members of the Company, and accordingly, a resolution for the same is being placed before the Members at the ensuing Annual General Meeting of the Company for their approval.

Cost records required to be maintained by the company pursuant to the order of the central government are maintained by the Company.

No fraud has been reported by the Cost Auditors of the Company.

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited. During the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the period under review.

The annual return of the company as on March 31, 2023, in terms of the provisions of Section 134(3)(a) of the Act, has been made available on the company's website https:// www.albertdavidindia.com/annualreturn.php.

The details with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 framed thereunder, is attached as "Annexure - 2" to this Report.

In compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure 3". The CSR policy is available on the Company's website: https://www.albertdavidindia.com/policies.php.

The constitution of the Board of the Company is in accordance with Section 149 of the Company Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

O Directors

As on March 31, 2023, the Board of Directors of your Company comprised of 8 Directors, viz., 1 Executive Chairman, 2 Non executive Directors and 5 Independent Directors including 1 woman Independent Director.

In accordance with the Articles of Association of the Company, Mrs. Prabhawati Devi Kothari (DIN:- 00051860), Director of the Company, is liable to retire by rotation and who, being eligible, offers herself for reappointment. The Board recommends her reappointment.

Mr. T. S. Parmar, Managing Director & CEO had resigned from the Board with effect form 8th December, 2022. Mr. A. V. Kothari was appointed as an Additional Director w.e.f 11th May, 2022 and his appointment was regularized at the Annual General Meeting held on 9th August, 2022.

The Board has appointed Mr. Umesh Manohar Kunte (DIN: 03398438) as an Additional Director of the Company with effect from 19th May, 2023. At the same meeting, the Board, based on the recommendation of the Nomination and Remuneration Committee, and the Audit Committee, has appointed Mr. Umesh Manohar Kunte, as Managing Director & CEO of the Company with for a period of 5 years effective from 19th May, 2023, subject to approval of the Members of the Company at the ensuing Annual General Meeting. Brief profile of the Director(s) seeking appointment/ reappointment, and other information as required under Section 196(4) of the Companies Act, 2013 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards form part of the Notice convening the Annual General Meeting.

On the basis of the written representation received from the Directors, none of the Directors of the Company are disqualified / debarred to act as Director under the provisions of Section 164(2) of the Companies Act, 2013, Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and by virtue of any Order of the Ministry of Corporate Affairs, the SEBI or any other Authority.

In terms of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), the Independent Directors are appointed for a term of five years and are not liable to retire by rotation.

As required under Section 149(7) of the Act, all the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25 of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have confirmed that they have complied with the Company's Code of Conduct. They have further confirmed that they have registered their names in the Independent Directors' Databank. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management. Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience to act as Independent Directors of the Company.

The Independent Directors are familiarized with the Company, enlightening them of their role, responsibilities and rights, nature of the industry in which the Company operates, business model of the Company etc. as required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On appointment, the Independent

Director is issued a formal Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director undergoes a formal induction program covering the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Independent Director about their legal and regulatory responsibilities as such Director. They are also explained in detail, the various compliances required from them under the various provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code(s) of Conduct framed by the Company and other relevant/applicable regulations. The details of familiarization program imparted to Independent Directors of the Company are available on the Company's website at https://www.albertdavidindia. com/policies.php

Mr. Arun Kumar Kothari, Executive Chairman, Mr. Umesh Manohar Kunte, Managing Director & CEO, Mr. Ranadeep Bhattacharya, Chief Financial Officer and Mr. A. B. Chakrabartty, Company Secretary & Compliance Officer-cum-Legal Head of the Company are the whole-time Key Managerial Personnel of the Company in terms of section 2(51) and Section 203 of the Companies Act, 2013.

The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees, the Chairman and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximising strengths and highlighting areas for further improvement etc., In a separate meeting of the Independent Directors, performance of the Chairperson, Non-Independent Directors, the Committees and the Board as a whole was evaluated taking into account the views of the Non- Independent Directors and the same was discussed in the NRC and Board Meeting.

Performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the Directors being evaluated) The Directors expressed their satisfaction over the evaluation process and the results thereof.

During the year, 7 (seven) meetings of Board of Directors were held on May 11, 2022, July 5, 2022, August 9, 2022, September 13, 2022, November 12, 2022, February 4, 2023 and February 13, 2023. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

During the year under review, a separate meeting of the Independent Directors of the Company was held on February 13, 2023, wherein the performance of the Non-Independent Directors and the Board as a whole was evaluated. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors.

The Company has constituted various Board level committees in accordance with the requirements of Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, viz.: O Audit Committee O Nomination and Remuneration Committee O Stakeholders' Relationship/Grievance Committee O Corporate Social Responsibility Committee Details of all the above Committees along with their composition, terms of reference and meetings held during the year under review etc. are provided in the Report on Corporate Governance forming part of Annual Report.

The Company has a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 envisaging therein, inter-alia, the Company' policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is attached as "Annexure-4" to this Report and may also be accessed at the Company's website at https://www.albertdavidindia.com/policies.php

The Company has established an effective Whistle Blower Policy pursuant to the Companies Act, 2013. The said policy may be referred to at the Company's website at https://www.albertdavidindia.com/policies.php The Whistle Blower Policy aims at ensuring conduct of the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report unethical behavior, actual or suspected fraud or violation of the Code of Conduct and ethics directly to the forum. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has policy on Prevention of Sexual Harassment at Workplace in place. All employees, consultants, trainees, MRs, volunteers, third parties and/ or visitors at all business units or functions of the Company, are covered by the said policy. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation.

The Company has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is fully compliant of the Committee composition requirements. No complaints of sexual harassment were received during the financial year 2022-2023.

Details of loans given, investments made or guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

There are no materially significant related party transactions made by the Company with related parties which may have potential conflict of interest with the Company at large. As a matter of policy, your Company carries out transactions with related parties on an arms' length basis. Statement of these transactions is given at Notes to financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of this report. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://www.albertdavidindia.com/policies.php. The Audit Committee reviews all related party transactions on quarterly basis.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-5".

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who was in receipt of remuneration in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report as "Annexure-6".

A separate Report on Corporate Governance and Management Discussion and Analysis forms part of the Annual Report along with the Auditor's Certificate in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adopted and implemented a Risk Management Policy after identifying various risk factors which the Company encounters in the course of its business. Appropriate structures are present so that risks are inherently monitored and controlled inter-alia through strict risk mitigating measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company. Financial risks, the Company is exposed to, are described in the appropriate notes to the financial statements.

The Company has adequate internal control system and procedures for minimization of risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134, of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; ii) the Directors had 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 ended on March 31, 2023 and of the profit of the Company for that period ; iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended March 31, 2023 in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors had prepared the annual accounts on a ‘going concern basis'; v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the IEPF established by the Central Government.

The above Rules also mandate transfer of underlying shares on which dividends are lying unpaid and unclaimed for a period of seven consecutive years to IEPF through corporate action. Your Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years. Thereafter, the Company transferred such unpaid or unclaimed dividends amounting to Rs. 5,58,768/- and corresponding 4,004 equity shares of the Company for the financial year ended upto March 31, 2016, to the IEPF Authority.

Members/claimants whose shares or unclaimed dividends have been transferred to the IEPF Authority's Demat Account or the Fund, as the case may be, may claim such shares or apply for refund of such dividends, by making an application to the IEPF Authority in Form IEPF-5 available at http://www.iepf gov . in . along with requisite fee, if any, as may be decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

Members, therefore, are requested to immediately claim their dividends (and shares referred above), before they are transferred by the Company to the IEPF Authority. Details of shares/shareholders in respect of which dividend has not been claimed are available on the Company's website at http://albertdavidindia.com/undividend.php. Members are hereby advised to verify their records and claim their dividends in respect of all the earlier seven years, if not already claimed.

The Company has appointed Mr. A. B. Chakrabarttty, Company Secretary of the Company as the Nodal Officer for the purpose of IEPF.

During the year under review, the Company has endeavoured to comply with the applicable Secretarial Standards to the extent applicable.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review;

4. Your Company does not have any subsidiary/ joint ventures/ associate companies;

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern' status and your Company's operations in future;

6. During the year, there has been no change in the nature of the business of the Company;

7. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016;

8. There has been no instance where the board has not accepted any of the recommendations of the Audit Committee;

9. No One time settlements with Banks or Financial Institutions were entered during the year.

Emphasis has been laid on cultivation of healthy human relationship in and outside the Company with prevalence of excellent industrial relationship in all units of the Company, Manufacturing units, Sales Offices, Depots and Corporate Office.

The Board sincerely places on record the support given by Medical Profession, Trade, Shareholders, Company's Bankers and Stockists, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the Executives, Officers, Staffs and Workers of the Company at all levels.