Mar 31, 2018
The Directors have pleasure in presenting the Eighty First (81st) Annual Report of the Company along with the Audited financial statements for the year ended March 31, 2018.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars |
For the Current Year ended 31 March 2018 |
For the Previous Year ended 31 March 2017 |
||
Profit before Interest and Depreciation |
3,412.15 |
3,728.00 |
||
Less: Interest |
12.68 |
13.44 |
||
Depreciation & Amortisation |
290.59 |
303.27 |
204.79 |
218.23 |
Profit Before exceptional items |
3,108.88 |
3,509.77 |
||
Exceptional Items |
186.68 |
- |
||
Profit from continuing operations before tax |
3,295.56 |
3,509.77 |
||
Provision for Taxation |
||||
- Income Tax |
(1,320.00) |
(1,167.18) |
||
-Deferred Tax |
29.36 |
(31.60) |
||
-Short Provision for Income Tax of earlier years |
- |
- |
||
Profit from continuing operations |
2,004.92 |
2,310.99 |
||
Loss from discontinued operation after tax |
(7.62) |
(131.08) |
||
Profit for the year |
1,997.30 |
2,179.91 |
||
Net other comprehensive income not to be reclassifed subsequently to profit or loss |
(25.46) |
(41.69) |
||
Total comprehensive income for the year |
1,971.84 |
2,138.22 |
||
Add: |
||||
Transfer from Profit & Loss Account |
- |
- |
||
- Surplus from previous year brought forward |
6,141.88 |
4,390.65 |
||
Profit for Appropriation |
8,113.72 |
6,528.87 |
||
Appropriations: |
||||
Final Dividend paid |
241.15 |
- |
||
Tax on Final Dividend |
49.09 |
- |
||
Interim Dividend paid |
321.54 |
321.54 |
||
Tax on Interim Dividend |
65.46 |
65.46 |
||
Balance Profit Carried to Balance Sheet |
7,436.48 |
6,141.88 |
||
8,113.72 |
6,528.87 |
2. PERFORMANCE OF YOUR COMPANY
Your Company witnessed a 6.51% growth in turnover during the financial year 2017-18 with total Gross Sales of Rs. 249.27 Crores as against Rs. 234.01 Crores during the previous financial year.
OTC and Beverages Business - Performance at a Glance
Particulars |
2017-18 |
2016-17 |
CHANGE % |
Production - Tonnes |
796.08 |
824.93 |
(3.50) |
Kilo Ltrs |
6898.54 |
6183.25 |
11.57 |
Sales Volume -Tonnes |
740.74 |
733.21 |
1.03 |
Kilo Ltrs |
5994.09 |
6294.04 |
(4.77) |
Sale Value (in Crores) |
224.71 |
217.19 |
3.46 |
Operating EBITDA (in Crores) |
36.09 |
36.94 |
(2.32) |
Operating EBITDA Margin (%) |
16.06 |
17.01 |
(5.59) |
3. DIVIDEND
The Board of Directors after considering the profits projected for the year 2017-18, had declared and paid two interim dividends during the year. Details of the Interim Dividend paid and the final dividend recommended are as below:
i. Interim Dividend:
S. No. |
Date of Board Meeting approving the Dividend |
Rate of Dividend (in Rs.) per share of Rs. 2 each |
% of Interim Dividend to Face Value |
Total Amount of Interim Dividend (in Rs.) |
Date of Payment |
1. |
November 9, 2017 |
1.10 |
55% |
1,60,76,847 |
November 22, 2017 |
2. |
February 13, 2018 |
1.10 |
55% |
1,60,76,847 |
February 28, 2018 |
TOTAL |
2.20 |
110% |
3,21,53,694 |
The Company has borne the entire dividend distribution tax of Rs.65.46 lakhs towards the two interim dividends paid to the equity shareholders.
ii. Final Dividend:
The Board has proposed a final dividend of Re. 0.85/- per equity share of face value of Re. 1/- each subject to the approval of the shareholders in the upcoming Eighty First (81st) Annual General Meeting. The members who are holding shares as on September 10, 2018 in dematerialised mode and the members holding shares as on September 17, 2018 in physical mode will be paid dividend within 30 days of declaration of the dividend. With respect to the shares held in dematerialised form, it would be paid to the members whose names are furnished by NSDL and CDSL as owners on the record date. The dividend is paid as per the Capital Return Policy of t h e C o m p a n y a v a i l a b l e a t t h e w e b - l i n k https://www.amrutanjan.com/pdf/CRP.pdf.
4. AMOUNT CARRIED FORWARD TO RESERVES
No amount was carried forward to reserves for the year ended March 31, 2018.
5. SHARE CAPITAL
The paid-up equity share capital as on March 31, 2018 was Rs.2,92,30,630 (1,46,15,315 shares of Rs. 2/- each). During the FY 2018-19 the Company has sub- divided each share of Rs. 2/-(Rupees Two only) to 2 (Two) shares of Re. 1/- (Rupee One only) each.
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.
(a) Issue of equity shares with differential rights as to dividend, voting or otherwise;
(b) Issue of shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme;
6. FIXED DEPOSITS
During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and was not holding any amount under Fixed Deposit Account as on March 31, 2018.
7. FINANCE
The cash and cash equivalent as at March 31, 2018 was Rs. 29.24 Crores. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with with Companies (Meetings of Board and its Powers) Rules, 2014 and details as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) are given in Notes to the Financial Statements.
9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
In terms of Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the MDA report of the Company capturing the performance, industry trends and other material changes with respect to your Company are presented in âANNEXURE Aâ of this Report.
10. CORPORATE GOVERNANCE
Your Company has complied with the requirements of Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR) and the following Reports/ Certificates form part of this report :
a) The Management Discussion& Analysis Report (âANNEXURE Aâ)
b) The Report on Corporate Governance (âANNEXURE Bâ)
c) The Certificate duly signed by the Chairman & Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2018 as submitted to the Board of Directors at its meeting held on May 24, 2018 ;
d) The declaration by the Chairman and Managing Director regarding compliance by the Board members and senior management personnel with the Companyâs Code of Conduct ;
e) The PCS Certificate on Corporate Governance
11. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL
(a) Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 (âActâ) and the Articles of Association of the Company, Dr. Pasumarthi S N Murthi (DIN: 00051303), Non- Executive Director who retires by rotation at the upcoming Eighty First (81st) Annual General Meeting and being eligible, offers himself for reappointment.
The notice convening the AGM includes the proposal for his reappointment.
(b) Continuation of Directorship
At the 80th Annual General Meeting of the Company held on September 21, 2017, the Shareholders have re-appointed Dr. H B N Shetty (DIN : 00015465), Independent Director for a period of five (5) years from the conclusion of the Eightieth (80th) Annual General Meeting upto the conclusion of Eighty Fifth (85th) Annual General Meeting.
In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval / sanction of the members be and is hereby sought for continuation of office by Dr. H B N Shetty (DIN: 00015465), Independent Director of the Company whose term expires at the conclusion of 85th Annual General Meeting notwithstanding that he has already attained the age of 75 years .
The notice convening the AGM includes the proposal for continuation of existing tenure of directorship.
(c) Independent Directors :
The Nomination and Remuneration Committee at its meeting held on August 9, 2018, has recommended the re-appointment of Mr. G Raghavan (DIN:00820000) & Mr. V Swaminathan (DIN:06953687), as Independent Directors, for a second term of five (5) consecutive years effective from the conclusion of the ensuing 81st AGM till the conclusion of 86th AGM (2023).
The resolutions seeking approval of the members for the re-appointment of the above Directors have been incorporated in the Notice convening the Eighty First (81st) Annual General Meeting of the Company along with brief details about them.
The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Act that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The terms and conditions of appointment of the Independent Directors are placed on the website of the Company www.amrutanjan.com. The details of familiarisation programmes conducted to the Independent Directors are available at the weblink https://www.amrutanjan.com/pdf/FR.pdf
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
(d) Key Managerial Personnel :
Pursuant to the provisions of Section 2(51) of the Act, the Key Managerial Personnel of the Company are - Mr. S Sambhu Prasad, Chairman & Managing Director, Mr. N Swaminathan, Chief Financial Officer (appointed w.e.f November 9, 2017) and Mr. M Srinivasan, Company Secretary.
Mr. K Kannan, Chief Financial Officer, resigned from the services of the Company w.e.f August 31, 2017.
12. BOARD MEETINGS
During the year, Four (4) meetings of the Board of Directors were held. The complete details of the meetings are furnished in the Corporate Governance Report. The intervening gap between any two Meetings was less than 120 days in compliance with the provisions of Section 173(1) of the Companies Act, 2013.
13. MEETING OF INDEPENDENT DIRECTORS
During the year, one (1) separate meeting of Independent Directors was held. In the said meeting, the Independent Directors assessed the quality, quantity and timeliness of flow of information between the management and the Board and have expressed that the
current flow of information and contents were adequate for the Board to effectively perform its duties. They also reviewed the performance of the Non-independent Directors and the Board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Director and NonExecutive Directors.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR, the Board of Directors during the year carried out an annual performance evaluation of its own performance, the directors individually (without participation of the relevant director) , and the Chairman.
The evaluation was carried through a structured methodology approved by the Nomination and Remuneration Committee. The criteria for performance evaluation have been detailed in the Corporate Governance Report.
The outcome of the evaluation also forms the basis for the Nomination and Remuneration Committee while considering the appointment / re-appointment of Directors.
15. REMUNERATION POLICY
The Remuneration policy of the Company with respect to appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the website of the Company - https://www.amrutanjan.com/policjihtml The Nomination and Remuneration Committee has framed a Policy on Board diversity appropriate to the business requirements of the Company, which inter-alia specifies optimum combination of Executive Directors, Non-Executive Directors and Independent Directors, the recommendatory requirement for each of the directors to possess functional diversity and role of Nomination and Remuneration Committee to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the company.
The details of remuneration paid / payable to the directors during the financial year 2017-18, is furnished in the Corporate Governance report annexed to this report of the board of directors
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
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 (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company https://www.amrutanjan.com/pdf/Whistle%20Blower%20Policy.pdf
The Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
17. UNCLAIMED SHARES
The details of the shares held in demat suspense account pursuant to SEBI LODR is provided in the Corporate Governance Report.
18. STATUTORY AUDITORS & THEIR REPORT
M/s. B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors at the conclusion of Eightieth (80th) AGM held on September 21, 2017 for a period of five (5) years till the conclusion of the Eighty Fifth (85th) Annual General Meeting of the Company. Pursuant to the notification dated May 7, 2018 of the relevant provisions of the Companies (Amendment) Act, 2017 and Rule 3 of the Companies (Audit and Auditors) Rules, 2018, the ratification of statutory auditor appointed in the AGM for five (5) years is dispensed with.
M/s. B S R & Co. LLP, Chartered Accountants have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India (ICAI). The Statutory Auditorsâ report to the shareholders on the financials for the year ended March 31, 2018 does not contain any qualification, observation or adverse comment.
19. SECRETARIAL AUDITOR & THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P Sriram & Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the secretarial audit for FY 2017-18. The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report âAnnexure Eâ.
The secretarial audit report does not contain any qualifications, reservations or adverse remarks or disclaimer
20. COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors at its meeting held on August 9, 2018 has appointed Mr.G Thangaraj (Registration No. 100464), Cost Accountant as the Cost Auditor to conduct the cost audit of the company for current financial year ending March 31, 2019. The remuneration has been fixed by the board based on the recommendation of the audit committee and is required to be approved by the members at the AGM. The notice convening the AGM contains the resolution with regard to this. He was also the cost auditor for the previous year ended March 31, 2018.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The CSR activities carried out by your Company during the financial year 2017-18 were mainly focused on (a) Protection of National Heritage (b) Animal Welfare (c) Health and Sanitation (d) Promoting Education (e) Environmental Protection and (f) Empowerment of Women. The activities undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013, the CSR Policy of the Company and as per recommendations of the CSR Committee.
The CSR Committee met twice (2) during the year to oversee the activities, programs and execution of initiatives as per the predetermined guidelines of the Board and approve the amount to be spent towards CSR. The Board takes pleasure to note that the Company has spent the entire amount that was mandatorily to be incurred towards the CSR spends for the year 2017-18. The CSR policy is available on the website of the Company at the web-link https://www.amrutanjan.com/pdf/ahcl-csr-policy.pdf. The detailed report on CSR activities carried out during the year is given in âANNEXURE Câ.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in âANNEXURE Dâ.
23. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as on March 31, 2018 as per provisions of Section 92(3) of the Companies Act, 2013 is attached as âANNEXURE Fâ to this Report.
24. RELATED PARTY TRANSACTIONS
Pursuant to the merger of the erstwhile Wholly Owned Subsidiary, Amrutanjan Pharmaessence Private Limited vide order passed by the National Company Law Tribunal (NCLT), Chennai dated July 13, 2017, no material significant related party transaction was made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and accordingly, applicability of Form AOC-2 does not exist.
25. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS/OUTGO
Information as required under Section 134(3)(m) 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 âANNEXURE Gâ to this Report.
26. DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) & 134(5) of the Companies Act, 2013:
I. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards had been followed and there were no material departures;
II. that the directors had selected such accounting policies and applied them consistently and had made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
III. that 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;
IV. that the annual financial statements have been prepared on a going concern basis;
V. that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.
VI. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report.
28. ENVIRONMENTAL, SAFETY AND HEALTH
Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Management
System is done on a continuous basis. The Company is committed to continuously take further steps to provide a safe and healthy environment.
29. RISK MANAGEMENT POLICY :
Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner. Management Discussion and Analysis Report contain more details on the risk management practiced by the Company.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the closure of the financial year 2017-18 and the date of this report.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
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.
32. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
33. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year 2017-2018, no complaints were received by the Company related to Sexual Harassment.
34. ACKNOWLEDGEMENT
The Directors wish to express their sincere appreciation to all the Government Departments, Bankers, Customers, Distributors, Suppliers and the shareholders for their co-operation and support extended during the year.
The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.
For and on behalf of the Board
Place: Chennai S Sambhu Prasad
Date: August 9, 2018 Chairman and Managing Director
Registered Office:
Amrutanjan Health Care Limited
CIN: L24231TN1936PLC000017
No.103,(42-45), Luz Church Road, Mylapore, Chennai 600 004
Tel : 044-2499 4465; Fax : 044-2499 4585
Email : shares @amrutanjan.com
Website : www.amrutanjan.com
Mar 31, 2015
Dear Members,
The Board of Directors take pleasure in presenting their report on the
performance of the Company for the Seventy Eighth year along with the
audited Balance Sheet as on March 31,2015 and the Profit and Loss
account for the year ended on that date.
1. FINANCIAL RESULTS
The highlights of the financial results for the year ended March
31,2015 are summarized below:
Particulars For the Current Year
ended 31st March, 2015
Profit before Interest and
Depreciation 29,37,34,294
Interest 46,47,200
Depreciation and Amortization 2,35,17,545 2,81,64,745
Profit before exceptional items 26,55,69,549
Exceptional items -
Prior year adjustments (Net) -
Profit before tax 26,55,69,549
Provision for taxation
- Income Tax (9,20,00,000)
- Deferred Tax (7,17,687)
- Short Provision for Income
Tax of earlier years -
Profit after tax before
extraordinary items 17,28,51,862
Extraordinary Items (Net of Tax) -
Net Profit 17,28,51,862
Add:
Transfer from Profit & Loss Account -
- Surplus from previous
year brought forward 0,57,36,623
Profit for Appropriation 57,85,88,485
Appropriations:
General Reserve 50,00,000
CSR Expenditure 17,00,000
Reserve Interim Dividend Paid 1,60,76,847
Tax on Interim Dividend 32,14,424
Final Dividend - Proposed 3,50,76,756
Tax on Proposed Final Dividend 70,13,289
Balance Profit carried to
Balance Sheet 51,05,07,169
57,85,88,485
Particulars For the Previous Year
ended 31st March, 2014
Profit before Interest and
Depreciation 26,07,46,685
Interest 1,61,89,699
Depreciation and Amortization 3,20,22,717 4,82,12,416
Profit before exceptional items 21,25,34,269
Exceptional items -
Prior year adjustments (Net) -
Profit before tax 21,25,34,269
Provision for taxation
- Income Tax (7,15,00,000)
- Deferred Tax 41,97,349
- Short Provision for Income
Tax of earlier years -
Profit after tax before
extraordinary items 14,52,31,618
Extraordinary Items (Net of Tax) -
Net Profit 14,52,31,618
Add:
Transfer from Profit & Loss Account -
- Surplus from previous
year brought forward 36,52,22,408
Profit for Appropriation 51,04,54,026
Appropriations:
General Reserve 5,00,00,000
CSR Expenditure -
Reserve Interim Dividend Paid 1,46,15,315
Tax on Interim Dividend 24,83,875
Final Dividend - Proposed 3,21,53,693
Tax on Proposed Final Dividend 54,64,520
Balance Profit carried to
Balance Sheet 40,57,36,623
51,04,54,026
2. PERFORMANCE OF THE COMPANY
The total Gross Sales of the company for the year ended March 31, 2015
was Rs. 170.62 Crores compared to the previous year Gross Sales of Rs.
144.40 Crores thereby recording an increase of approximately 18%.
OTC and Beverages Business - Performance At Glance
2014-15 2013-14 CHANGE %
Production-tonnes 677.21 628.51 7.75
Sales Volume - tonnes 668.34 615.15 8.64
Sale Value (in Crore) 170.62 144.40 18.16
Operating EBITDA (in Crore) 29.37 26.07 12.65
Operating EBITDA Margin (%) 17.98 18.78 (0.80)
Highlights of segment-wise performance and state of affairs are
discussed in detail in the Management Discussion and Analysis Report
attached as ANNEXURE - A.
3. DIVIDEND
The Directors, considering the profits projected for the year 2014-
2015, had declared and paid interim dividend of 55% (Rs. 1.10/- per
share) on the equity share capital of Rs. 292.31 lakhs amounting to
Rs.160.77 lakhs during the year. Further, the Directors take pleasure
in recommending a final dividend of 120 % (Rs. 2.40 per share) for the
year ended March 31, 2015 amounting to Rs. 350.77 Lakhs. The Company
will bear the dividend distribution tax of Rs. 102.27 Lakhs (Rs. 32.14
Lakhs for interim dividend and Rs. 70.13 Lakhs for final dividend).
4. AMOUNT CARRIED FORWARD TO RESERVES
The Company proposes to carry an amount of Rs. 50.00 lakhs to General
Reserves for the year ending March 31,2015.
5. SHARE CAPITAL
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:
(a) Issue of equity shares with differential rights as to dividend,
voting or otherwise;
(b) Issue of shares (including Sweat Equity Shares and ESOS) to
employees of the Company under any scheme;
6. FIXED DEPOSITS
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V (Acceptance of Deposits by
Companies) of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and was not holding any amount
under Fixed Deposit Account as on March 31,2015.
7. FINANCE
The cash and cash equivalent as at March 31,2015 was Rs. 37.59 Crores.
The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in Note
No. 14 of the Notes to the Financial Statements.
9. CORPORATE GOVERNANACE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Practicing Company Secretary confirming Compliance, forms an
integral part of this Report as ANNEXURE - B.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your
Company at the Board Meeting held on 27th October, 2014 approved a
Policy on CSR and the Policy is hosted on the website of the Company.
The CSR Committee of the Company comprises of Mr. S. Sambhu Prasad, Dr.
H.B.N. Shetty and Dr. S. Vydeeswaran as Members.
As part of CSR initiatives, your Company during the financial year
2014-15 has funded projects in the areas of Animal Welfare, Promoting
Education and Empowering Women as explained in Annexure A. These
projects are in accordance with Schedule VII of the Companies Act,
2013. A detailed report on CSR initiatives and Spend are given in
ANNEXURE - C. The CSR Committee met on 5th February, 2015 to oversee
the activities, programs and execution of initiatives as per the
predetermined guidelines of the Board and had approved the CSR spend to
the tune of Rs. 17 Lakhs incurred during the year.
The actual amount that should have been spent for the financial year
amounts to Rs. 26,58,557/- being 2% of the average net profits for the
last three financial years. The Company could not spend the balance
amount of Rs. 9,58,557/- before 31st March 2015 as the Company was in
the process of identifying non-governmental organisations, seeking
funds for their various projects, which meets the CSR policy of the
Company.
11. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
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
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted
on the website of the Company. This Policy inter-alia provides a
direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL
Dr.Pasumarthi S.N.Murthi retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment.
Mr. G. Raghavan and Mr. V. Swaminathan were inducted as Additional
Directors (Independent) by the Board on 15th May, 2015 on account of the
resignation of Mr. A. Satish Kumar (resigned on 23rd February, 2015) and
the demise of Mr. D. Seetharama Rao (expired on 13th April, 2015). The
Independent Directors of the Company have declared that they meet the
criteria of Independence in terms of Section 149(6) of the Companies
Act, 2013 and that there is no change in their status of Independence.
The Board of Directors seeks your support for passing of the
resolutions for appointment/reappointment of the above directors.
At the Board Meeting held on 5th February, 2015 Mr. K. Kannan, Chief
Financial Officer was designated as "Key Managerial Personnel (KMP)" of
the Company pursuant to Sections 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Mr. M. Srinivasan was appointed as "Company Secretary" effective from
July 27, 2015 pursuant to provisions of Sections 2(51), 203 and 205 of
the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and was also
designated as Compliance Officer for the purpose of compliances under
the Listing Agreement.
The Company provided suitable training to independent directors to
familiarize them with the Company, their roles, rights,
responsibilities in the company, nature of the industry in which the
Company operates, business model of the Company, etc.
13. BOARD EVALUATION
Pursuant to the provisions of Rule 4 of the Companies (Accounts) Rules,
2014, the Board has carried out an annual performance evaluation of its
own, the directors individually as well as the working of its
Committees (Audit, Nomination & Remuneration and Stakeholders
Relationship Committee) and Independent Directors (without
participation of the relevant Director).
Independent Directors at their meeting without the participation of the
Non-independent Directors and Management, considered / evaluated the
Boards' performance, Performance of the Chairman & Managing Director
and other Non-independent Directors.
The exercise was carried out through an evaluation process covering
various aspects of the Board's functioning such as composition of the
Board and committees, frequency of meetings, administration of meeting,
flow of information to the Board, experience and competencies,
performance of specific duties and obligations, disclosure of
information to stakeholders, etc.
The Company has also devised a Policy on Board Diversity detailing the
functional, strategic and structural diversity of the Board.
14. REMUNERATION POLICY
The Remuneration policy of the Company with respect to appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been provided in the website of the Company
www.amrutanjan.com.
15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits as set out in the said Rules are provided in
ANNEXURE - D.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are also provided in ANNEXURE-D.
16. BOARD MEETINGS
During the year, 4 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under Section 173(1) of the Companies Act, 2013.
17. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
I. that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures,
if any;
II. that the directors had selected such accounting policies and
applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2015 and of the profit of the
Company for the year ended on that date;
III. that 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;
IV. that the annual financial statements have been prepared on a going
concern basis;
V. that proper internal financial controls were followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
VI. that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
18. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204(1) of the Companies Act, 2013 ,
your Company engaged the services of M/s. P Sriram and Associates,
Company Secretaries in Practice, Chennai to conduct the Secretarial
Audit of the Company for the financial year ended March 31,2015.
The Secretarial Audit Report (in Form MR-3) is attached to this Report
as ANNEXURE - E.
19. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as on March 31,2015 as per
provisions of Section 92(3) of the Companies Act, 2013 is attached to
this Report as ANNEXURE - F.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
This is discussed in detail in the Management Discussion and Analysis
Report.
21. ENVIRONMENTAL, SAFETY AND HEALTH
The Company is committed to ensure sound Safety, Health and
Environmental performance related to its activities, products and
services. The Company is taking continuous steps to develop Safer
Process Technologies and Unit Operations. The Company has been
investing heavily in areas such as Process Automation for increased
safety and reduction of human error element, Enhanced level of training
on Process and Behavior based safety, adoption of safe & environmental
friendly production process, monitoring and periodical review of the
designed Safety Management System is done on a continuous basis. The
Company is committed to continuously take further steps to provide a
safe and healthy environment.
22. RISK MANAGEMENT POLICY :
The company has taken adequate steps towards management and mitigation
of risks in a timely and effective manner. Your company has ensured
that , with proper Risk Control Matrix(RCM), timely detection of risks
is possible and effective control measures could be adopted for easy
resilience of any damage arising thereof. Management Discussion and
Analysis Report contained more details on the risk management policy of
the Company.
23. SUBSIDIARY COMPANY
The Gross sales of the Company's subsidiary Amrutanjan Pharmaessense
Pvt Ltd was Rs. 3.47 Crores as against the Gross sales Rs. 3.06 Crores
during the previous year. Information in form AOC-1 with respect to the
subsidiary company as required under Section 129(3) of the Companies
Act 2013 is also attached to the financial statements of the Company as
an Annexure.
24. CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of the subsidiary M/s. Amrutanjan
Pharmaessense Private Limited ,has been prepared and is forming part of
the consolidated financial statements pursuant section to Section 129
of the Companies Act, 2013. Pursuant to the provisions of Section 136
of the Companies Act, 2013, the annual report and the annual accounts
of the subsidiary and the related detailed information shall be made
available to the shareholder of the company seeking such information
and shall be made available at the Registered office of the Company.
25. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis. There are no materially
significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large. Particulars of Contracts or Arrangements with Related
parties as referred to in Section 188(1) in Form AOC- 2 is attached as
ANNEXURE - G.
26. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN
EARNINGS/OUTGO
The particulars prescribed by the Companies (Accounts) Rules, 2014 for
the financial year ended March 31,2014 forms part of this report as
ANNEXURE - H.
27. DISCLOSURE PURSUANT TO THE LISTING AGREEMENT
The Company does have any unclaimed shares issued in physical form
pursuant to Public Issues / Rights Issue.
28. AUDITORS
The auditors M/s PS. Subramania Iyer & Co., Chartered Accountants, hold
office up to the date of the ensuing Annual General Meeting and are
eligible for reappointment. As required under the provisions of Section
139 &141 of the Companies Act, 2013 and the rules made there under as
may be applicable, the Company has obtained written confirmation from
M/s. PS. Subramania Iyer & Co ., that their appointment, if made, would
be in conformity with the limits specified in the said section.
29. BOARD'S COMMENTS ON QUALIFICATIONS, ADVERSE REMARKS, RESERVATIONS
IN INDEPENDENT AUDITORS' AND SECRETARIAL AUDITORS' REPORT
The reports of Statutory Auditors and Practicing Company Secretaries do
not carry any qualifications, reservations or adverse remarks which
require comments from the Board.
In response to the observation made in the Secretarial Audit Report in
connection with the non-appointment of Company Secretary as on
31.03.2015, the Company was in the process of identifying a suitable
candidate which was complied with subsequently.
30. COST AUDITOR
Mr.G. Thangaraj, Cost Accountant has been duly appointed as the Cost
Auditor to conduct the cost audit with respect to OTC business
of the company for current financial year ending March 31,2016. He was
also the cost auditor for the previous year ended March 31, 2015.
31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There were no material changes and commitments occurred after the
closure of the financial year 2014-15 that affect the financial
position of the Company.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
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 and its future Operations.
33. ENHANCING SHAREHOLDERS VALUE
The Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to
the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to create value for its
other stakeholders by ensuring that its corporate actions positively
impact the socio-economic and environmental dimensions and contribute
to sustainable growth and development.
34. INDUSTRIAL RELATIONS & HUMAN RESOURCES
The Company enjoys cordial relationship with its employees at all
levels. The Company continues to ensure safety and health of its
employees. Your directors record their appreciation of the support and
co-operation of all employees and counts on them to maintain company's
growth momentum. Please also refer Annexure A for further details.
35. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the year 2014-2015, no complaints were received by the Company
related to sexual Harassment.
36. ACKNOWLEDGEMENT
The Board of Directors expresses its sincere appreciation to all the
shareholders, customers and well-wishers of the company for their
co-operation and support extended during the year and looks forward to
their continued patronage in the years to come.
The Board of Directors also expresses its gratitude and places on
record its sincere appreciation to HDFC bank Ltd, Yes Bank Ltd, ICICI
Bank Ltd and Punjab National Bank, the concerned departments of State
and Central Governments for their contribution to the growth of the
Company.
Place : Chennai For and on behalf of the Board
Date : 13th August, 2015
S. Sambhu Prasad
Chairman and Managing Director
Registered Office:
Amrutanjan Health Care Limited
CIN:L24231TN1936PLC000017
No.103, Luz Church Road,
Mylapore, Chennai 600 004
Tel : 044-2499 4465 Fax : 044-2499 4585
Email : [email protected]
Website : www.amrutanjan.com
Mar 31, 2013
The Directors have pleasure in presenting their report on the financial
results of the Company forthe Seventy Sixth year, along with the
audited Balance Sheet as on 31 st March, 2013 and the Profit and Loss
Account for the year ended 31 st March, 2013.
1. Financial Results
Your Directors are pleased to furnish below the financial results for
the year ended 31 st March, 2013.
Particulars For the Current Year For the Previous Year
ended 31st March, 2013 ended 31st March, 2012
Rs. Rs.
Profit before Interest
and Depreciation 23,41,27,654 24,83,27,036
Less: Interest 2,32,37,679 2,76,68,030
Depreciations
Amortisation 3,29,46,652 3,17,59,271
5,61,84,331 5,94,27,301
Profit before
exceptional items 17,79,43,323 18,88,99,735
Exceptional items - -
Prior year
adjustments (Net) - -
Profit before tax 17,79,43,323 18,88,99,735
Provision for taxation
-Income Tax (5,60,00,000) (6,50,00,000)
-Deferred Tax 22,46,474 1,17,49,483
-Short Provision for
Income Tax of earlier
years (29,93,560) -
Profit aftertax before
extraordinary items 12,11,96,237 13,56,49,218
Extraordinary Items
(Net of Tax) - (32,93,494)
Net Profit 12,11,96,237 13,23,55,724
Add:
Transfer from Profit
& Loss Account - -
-Surplus from previous
year brought forward 34,52,10,832 31,38,13,962
Profit for Appropriation 46,64,07,069 44,61,69,686
Appropriations:
General Reserve 5,00,00,000 5,00,00,000
Reserve Interim Dividend Paid 1,46,15,315 1,46,15,315
Tax on Interim Dividend 23,70,969 23,70,969
Final Dividend - Proposed 2,92,30,630 2,92,30,630
Taxon Proposed Final Dividend 49,67,747 47,41,940
Balance Profit carried to
Balance Sheet 36,52,22,408 34,52,10,832
46,64,07,069 44,61,69,686
2. DIVIDEND
Your Directors, considering the profits projected for the Year 2012-13,
have declared and paid an interim dividend of 50% (Rs. 1/- per share)
on the equity share capital of Rs. 292.31 lakhs amounting to Rs. 146.15
lakhs during the year. Further, your directors have pleasure in
recommending a final dividend of 100% 2 /- per share) for the year
ended 31 st March, 2013 amounting to X 292.31 lakhs. The Company will
bear the dividend distribution tax of Rs. 49.68lakh.
3. PERFORMANCE OF YOUR COMPANY
The Total Gross Sales of the Company for the year ended 31st March,
2013 was Rs. 141.10 Cr. compared to the previous year of Rs. 140.16
Crore including the sales of Beverages division.
4. FIXED DEPOSITS
Your Company has neither accepted nor renewed any deposits since
September, 2000.
5. DIRECTORS
Dr. H.B.N. Shetty and Mr. D. Seetharama Rao, Directors retire by
rotation and being eligible, offer themselves to be reappointed.
6. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm as under:
i. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. that 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 as at 31st March, 2013 and of the profit of
the Company for the year ended on that date;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and
otherirregularities;
iv. that the directors had prepared the annual accounts on a ''going
concern''basis.
7. COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT,
1956
In accordance with the provisions of Section 383A of the Companies Act,
1956, and Companies (Certificate) Rules, 2001, the Company has obtained
a certificate from P Sriram and Associates, Practicing Company
Secretary, confirming that the Company has complied with all the
provisions of Companies Act, 1956 and a copy of such certificate is
annexed to the report.
8. CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of the Corporate
Governance as prescribed in the Listing agreement entered into with
Madras Stock Exchange Limited. The report on Corporate Governance and
Management Discussion and Analysis are found elsewhere in this Report.
9. SUBSIDIARY COMPANIES
Siva''s Soft Drink Private Limited, a Wholly Owned Subsidiary of the
Company had filed a Company Petition with the Hon''ble High Court,
Madras for approving the Scheme of Amalgamation with the Company.
Accordingly, the Hon''ble High Court, Madras has passed necessary
orders approving the Scheme of Amalgamation on 13th February, 2013 and
subsequently Siva''s Soft Drink Private Limited has been dissolved
during the financial year ended March, 2013. The Scheme had been given
effect in the books with effect from the appointed date of 1 st April,
2011.
The Gross Sales of the Company''s subsidiary Amrutanjan Pharmaessense
P.Ltd. was Rs. 2.58 Cr. as against the sales of Rs.8.18Cr. during the
previous year.
10. Consolidated Financial Statement
The holding companies are exempt from publishing the accounts of
subsidiaries subject to fulfillment of certain conditions vide Circular
No.2/2011 dated 2nd February, 2011 issued by the Ministry of Corporate
Affairs. However, the financial statements of the subsidiary Amrutanjan
Pharmaessense Private Limited, has been prepared and form part of the
Consolidated Financial Statements.
11. Conservation of Energy I Technology Absorption and Foreign
Exchange Earnings / Outgo
The particulars prescribed by the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are furnished in the
annexure to this report.
12. Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 forms part of
this report. However, based upon the provisions of Section
219(1)(b)(iv) of the Act, the Report and Accounts that are being
circulated to Members do not include the Statement of Particulars of
Employees under Section 217(2A). Any member interested in obtaining a
copy may write to the Compliance Officer at the Registered Office and a
copy thereof will be forwarded by post.
13. Auditors
The Auditors, M/s. RS. Subramania Iyer & Co., Chartered Accountants,
hold office upto the date of the ensuing Annual General Meeting and are
eligible for re-appointment. As required under the provisions of
Section 224(1 B) of the Companies Act, 1956, the Company has obtained
written confirmation from M/s. RS. Subramania Iyer & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said section.
14. Cost Auditor
Mr. G. Thangaraj, Cost Accountant has been duly appointed as the Cost
Auditor to conduct the Cost Audit for current financial year ending
31st March, 2014. He was also the Cost Auditor for the previous year
ended 31 st March 2013.
15. Acknowledgement
The Board of Directors expresses its sincere appreciation to all the
shareholders, customers and well wishers of the Company for their
co-operation and support extended to the Company and looks forward to
their continued patronage in the years to come.
The Board of Directors also expresses its gratitude and places on
record its sincere appreciation to HDFC Bank Ltd, Yes Bank Ltd, HSBC
Ltd., ICICI Bank Ltd., Punjab National Bank, Tamil Nadu Industrial
Investment Corporation (TIIC), the concerned departments of State and
Central Governments, Employees, the Union for their valuable
assistance, support and excellent co- operation extended to the Company
and looks forward to their continued patronage in the years to come.
S. Sambhu Prasad Dr. H.B.N. Shetty
Chairman & Managing Director Mr. D. Seetharama Rao
Place: Chennai Mr. A. Satish Kumar
Date : 30th May, 2013 Dr. Marie Shiranee Pereira
Directors
Mar 31, 2012
The Directors have pleasure in presenting their Report on the
financial results of the Company for the Seventy Fifth year, along with
the Audited Balance Sheet as on 31st March, 2012 and the Profit and
Loss Account for the year ended 31st March, 2012.
1. Financial Results
Your Directors are pleased to furnish below the financial results for
the year ended 31st March, 2012.
Particulars For the Current Year For the Previous Year
ended 31st March, 2012 ended 31st March, 2011
Rs. Rs. Rs. Rs.
Profit before
Interest and
Depreciation 23,25,96,644 18,15,12,661
Less: Interest 2,42,65,752 30,15,993
Depreciation 2,73,47,110 1,76,74,382
5,16,12,862 2,06,90,375
Profit before tax 18,09,83,782 16,08,22,286
Provision for
taxation
-Income Tax (6,30,00,000) (4,15,00,000)
-Deferred Tax 1,24,06,138 (1,01,96,739)
Short Provision
for Income Tax
of earlier years - (1,42,658)
Profit aftertax
before
extraordinary items 13,03,89,920 1 10,89,82,889
Extraordinary Items
(Net of Tax) (32,93,494) (21,90,580)
Net Profit 12,70,96,426 10,67,92,309
Add:
Transfer from Profit
& Loss Account :
- Surplus from
previous year
brought forward 25,90,04,946 25,64,09,950
Profit for Appropriation 38,61,01,372 36,32,02,259
Appropriations:
General Reserve 5,00,00,000 5,00,00,000
Transfer to Contingency
Reserve - 25,00,000
Interim Dividend Paid 1,46,15,315 1,51,50,000
Tax on Interim Dividend 23,70,969 25,74,743
Final Dividend - Proposed 2,92,30,630 2,92,30,630
Tax on Proposed Final Dividend 47,41,940 47,41,940
Balance Profit carried to
Balance Sheet 28,51,42,518 25,90,04,946
38,61,01,372 36,32,02,259
2. DIVIDEND
Your Directors, considering the profits projected for the Year 2011-12,
have declared and paid an interim dividend of 50% (Rs. 5 per share) on
the equity share capital of Rs. 292.31 lakhs amounting to Rs. 146.15 lakhs
during the year. Further, your directors have pleasure in recommending
a final dividend of 100% (Rs. 10 /- per share) for the year ended 31st
March, 2012 amounting to Rs. 292.31 lakhs. The Company will bear the
dividend distribution tax ofRs. 47.42 lakhs.
3. PERFORMANCE OF YOUR COMPANY
The Total OTC Sales of the Company for the year ended 31st March, 2012
has increased by 22.46% compared to the previous year and was at Rs.
120.02 crores. The Company's Gross Sales across segments stood at Rs.
149.04 crores.
4. BUY-BACK OF SHARES
Your Company bought back 1,06,937 shares of face value Rs. 10/- each at Rs.
900/- per share, which amounts to less than 10% of the paid up share
capital & free reserves for the Financial Year ended 31st March 2010,
through the tender offer method. The same was approved by the Board in
May 2011 and the offer was open between July 4th and July 18th.
Consequent to the buyback, the promoters' holding has gone up by
1.78%. The buyback offer closed on July 18, 2011.
5. FIXED DEPOSITS
Your Company has neither accepted nor renewed any deposits since
September, 2000.
6. DIRECTORS
Dr. Pasumarthi S.N. Murthi, Director, retires by rotation and being
eligible, offers himself to be reappointed. Approval of the
Shareholders is also being sought for the appointment of Dr. Marie
Shiranee Pereira as an Additional Director of the Company on 2nd
November, 2011.
Changes during the Year:
The following changes in the Board of Directors took place during the
Financial Year 2011-2012 :
I. Dr. Marie Shiranee Pereira was appointed as an Independent Director
with effect from 2nd November, 2011.
II. Mr. S. Sambhu Prasad was re-designated as Chairman & Managing
Director of the Company with effect from 13th February, 2012.
7. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm as under:
i. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. that 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 as at 31st March, 2012 and of the profit of
the Company for the year ended on that date;
iii. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a 'going
concern' basis.
8. COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT,
1956
In accordance with the provisions of Section 383A of the Companies Act,
1956, and Companies (Compliance Certificate) Rules, 2001, the Company
has obtained a certificate from Mr. P. Sriram, Practising Company
Secretary, confirming that the Company has complied with all the
provisions of Companies Act, 1956 and a copy of such certificate is
annexed to the report.
9. CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of the Corporate
Governance as prescribed in the Listing agreement entered into with
Madras Stock Exchange Limited. The Report on Corporate Governance and
Management Discussion and Analysis are found elsewhere in this Report.
10. SUBSIDIARY COMPANIES Holistic Beauty Care Limited
The Company was struck off from the records of the Registrar of
Companies pursuant to Section 560(3) of the Companies Act, 1956, since
the Company was not operational.
Siva's Soft Drink Private Limited
Siva's Soft Drink Private Limited, a wholly owned subsidiary of the
Company had filed a Company Application with the Hon'ble High Court
of Madras for amalgamation with the Company and the necessary orders
were obtained from the Hon'ble High Court of Madras dated 25th April,
2012 for dispensing with the meeting. The Company is in the process of
filing Petition before the Hon'ble High Court, Madras. The Scheme shall
be given effect to in the books with effect from the appointed date of
1st April, 2011, upon receipt of necessary approvals.
This Company has shown Net Sales of Rs. 1995.35 lakhs for the year ended
31.03.2012. The plant is located at Aranvoyal Village, Thiruvallur
District. This plant caters to manufacture and sale of fruit drinks,
which comes in three flavours, viz., Mango, Grape and Apple under the
brand name & trademark 'Fruitnik'.
Amrutanjan Pharmaessense Private Limited
The Company with a view to rationalize and reorganise its
businessactivitiesandtofurtherstrengtheneachofthesedistinct businesses
decided to hive off its Chemical Division, engaged in the business of
manufacturing fine chemicals and bulk drugs intermediaries carried on
by the undertaking situated at Plot No 37-39, SIDCO Industrial Estate,
Alathur, Kancheepuram District, Tamil Nadu 603 110, by way of transfer
as a going concern with all the assets and liabilities pertaining to
the said division, which was the principal subject at the Board Meeting
held on the 19th January, 2011. The Company had obtained necessary
approval from the Shareholders of the Company by means of a postal
ballot pursuant to Section 192A of the Companies Act, 1956 dated 19th
January, 2011 and the Shareholders of the Company had consented for the
said proposal for transfer / sale of Chemistry Service Division to
Amrutanjan Pharmaessense Private Limited with effect from 16th May,
2011.
This Company, a Wholly Owned Subsidiary, after the transfer of Division
has shown Net Sales ofRs. 887.63 lakhs for the year ended 31.03.2012.
11. Consolidated Financial Statement
The holding companies are exempt from publishing the accounts of
subsidiaries subject to fulfillment of certain conditions vide Circular
No. 2/2011 dated 2nd February, 2011 issued by the Ministry of Corporate
Affairs. However, the financial statements of the subsidiaries Siva's
Soft Drink Private Limited and Amrutanjan Pharmaessense Private
Limited, has been prepared and form part of the Consolidated Financial
Statements.
12. Conservation of Energy I Technology Absorption and Foreign
Exchange Earnings I Outgo
The particulars prescribed by the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are furnished in the
annexure to this report.
13. Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 is to form part
of this report. However, based upon the provisions of Section 219(1
)(b)(iv) of the Act, the Report and Accounts that are being circulated
to Members does not include the Statement of Particulars of Employees
under Section 217(2A). Any member interested in obtaining a copy may
write to the Compliance Officer at the Registered Office and a copy
thereof will be forwarded by post.
14. Auditors
The Auditors, M/s. PS. Subramania Iyer & Co., Chartered Accountants,
hold office upto the date of the ensuing Annual General Meeting and are
eligible for re-appointment. As required under the provisions of
Section 224(1 B) of the Companies Act, 1956, the Company has obtained
written confirmation from M/s. PS. Subramania Iyer & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said section.
15. Cost Auditor
Mr. G. Thangaraj, Cost Accountant has been duly appointed as the Cost
Auditor to conduct the Cost Audit with respect to Pharmaceuticals
business of the Company for current financial year ending 31st March,
2013. He was also the Cost Auditor for the previous year ended 31st
March 2012.
16. Significant events post Balance Sheet date
The Board of Directors of Amrutanjan Health Care Limited approved for
Amalgamation of Siva's Soft Drink Private Limited with the Company on
the Board Meeting held on 13th February, 2012 and believes that the
Scheme of Amalgamation would benefit the shareholders, employees and
other shareholders of the Company. This will result in economy in scale
of operations, reduction in overheads and other expenses, ensure
administrative convenience, achieve economies in procurement and
distribution of raw materials and finished products and to optimize
productivity and better management controls of the Company. Siva's
Soft Drink Private Limited had filed an Application with the Hon'ble
High Court of Madras for Amalgamation with the Company and the
necessary orders were obtained from the Hon'ble High Court of Madras
dated 25th April, 2012 for dispensing with the meeting. The Company is
in the process of filing Petition before the Hon'ble High Court,
Madras. The Scheme shall be given effect to in the books with effect
from the appointed date of 1st April, 2011, upon receipt of necessary
approvals.
17. Acknowledgement
The Board of Directors expresses its sincere appreciation to all the
shareholders, customers and well wishers of the Company for their
co-operation and support extended to the Company and looks forward to
their continued patronage in the years to come.
The Board of Directors also expresses its gratitude and places on
record its sincere appreciation to HDFC Bank Ltd, Yes Bank Ltd., ICICI
Bank Ltd., Punjab National Bank, Tamil Nadu Industrial Investment
Corporation Ltd., the concerned departments of State and Central
Governments, Employees, the Union for their valuable assistance,
support and excellent co-operation extended to the Company and looks
forward to their continued patronage in the years to come.
S. Sambhu Prasad Dr. H.B.N. Shetty
Chairman & Managing Director Dr. Pasumarthi S.N. Murthi
D. Seetharama Rao
A. Satish kumar
Place : Chennai Dr. Marie Shiranee Pereira
Date : 6th August, 2012 Directors
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their report on the
financial results of the company for the Seventy Fourth year, along
with the audited Balance Sheet as on 31st March, 2011 and the Profit
and Loss Account for the year ended 31st March, 2011.
1. Financial Results
Your Directors are pleased to furnish below the financial results for
the year ended 31st March, 2011.
Particulars For the Current Year For the Previous Year
ended 31st March, 2011 ended 31st March, 2010
Rs. Rs.
Profit before Interest
and Depreciation 18,15,12,661 18,67,66,845
Less: Interest 30,15,993 3,44,632
Depreciation 1,76,74,382 1,25,67,607
2,06,90,375 1,29,12,239
Profit before
extraordinary items 16,08,22,286 17,38,54,606
Exceptional items - 1,93,61,883
Prior year adjustments (Net) - (5,67,971)
Profit before tax 16,08,22,286 19,26,48,518
Provision for taxation
-Income Tax (4,15,00,000) (7,50,00,000)
- Deferred Tax (1,01,96,739) 39,20,515
Short Provision for Income Tax
of earlier years (1,42,658) (36,936)
Profit after tax before
exceptional items 10,89,82,889 12,15,32,097
Extraordinary Items (Net of
Tax) (21,90,580) (34,42,731)
Net Profit 10,67,92,309 11,80,99,366
Add:
Transfer from Profit &
Loss Account
- Surplus from previous year
brought forward 25,64,09,950 25,14,84,812
Profit for Appropriation 36,32,02,259 36,95,84,178
Appropriations:
General Reserve 5,00,00,000 50,00,00,000
Transfer to Contingency Reserve 25,00,000 1,00,00,000
Interim Dividend Paid 1,51,50,000 1,51,50,000
Tax on Interim Dividend 25,74,743 25,74,743
Final Dividend - Proposed 2,92,30,630 3,03,00,000
Tax on Proposed Final Dividend 47,41,940 51,49,485
Balance Profit carried to
Balance Sheet 25,90,04,946 25,64,09,950
36,32,02,259 36,95,84,178
2. DIVIDEND
Your Directors, considering the profits projected for the year 2010-11,
have declared and paid an interim dividend of 50% (Rs.5/- per share) on
the equity share capital of Rs. 303.00 lakhs amounting to Rs.151.50
lakhs during the year. Further, your directors have pleasure in
recommending a final dividend of 100% (Rs.10/- per share) for the year
ended 31st March, 2011 amounting to Rs.292.31 lakhs. The Company will
bear the dividend distribution tax of Rs.47.42 lakhs.
3. DIVISIONS
During April 2011 a new division was launched under the name & style
Amrutanjan Pain Management Center also known as CARE Specialized Pain
Management Center. It is Chennai's first and only comprehensive pain
management center.
CARE Specialized Pain Management Center caters to treatment of various
kinds of pain - right from chronic headaches, joint aches and migraines
to carpel tunnel syndrome, Complex Regional Pain Syndrome and cancer
related pains, just to name a few. The center houses the latest in
technology, central and locally acting treatments and minimally
invasive procedures from around the world, helping patients benefit
from the best pain management and treatment regimes.
During May 2011, the division, Pharmaessense Chemistry Services
Division, was transferred to a wholly owned Subsidiary Company viz.,
Amrutanjan Pharmaessense Private Limited with all its assets and
liabilities, excluding land.
All these activities were done, only with the approval of the
shareholders' through postal ballot resolutions, the details of which
are given in the Corporate Governance Report, found elsewhere in this
Report.
4. PERFORMANCE OF YOUR COMPANY
The Total Gross Sales of the Company for the year ended 31st March,
2011 has increased by 17% compared to the previous year and was at Rs.
109.78 crores. Sales crossed the 100 crore mark for the 1st time in the
history of the Company. The Company's Gross Sales across segments
stood at Rs. 107.75 crores while Shiva's Soft Drink Private Limited was
Rs.2.03 crores.
5. BUY-BACK OF SHARES
Your Company brought back 106937 shares of face value Rs.10/- each at
Rs.900/- per share which amounts to less than 10% of the paid up share
capital & free reserves for the Financial Year ended 31st March 2010,
through the tender offer method. The same was approved by the Board in
May 2011 and the offer was open between July 4th and July 18th.
Consequent to the buyback, the promoters' holding has gone up by 1.78%.
6. FIXED DEPOSITS
Your Company has neither accepted nor renewed any deposits since
September, 2000.
7. DIRECTORS
Mr. A. Satishkumar, Director retires by rotation and being eligible,
offers himself to be reappointed.
8. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm as under:
i. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. that 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 as at 31st March, 2011 and of the profit of
the Company for the year ended on that date;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the directors had prepared the annual accounts on a 'going
concern' basis.
9. CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of the Corporate
Governance as prescribed in the Listing agreement entered into with
Madras Stock Exchange Limited. The report on Corporate Governance and
Management Discussion and Analysis are found elsewhere in this Report.
10. SUBSIDIARY COMPANIES
Data Quest Infotech & Enterprises Limited
This Company had filed an application under the Simplified Exit Scheme
of the Ministry of Corporate Affairs and the same has been approved by
the Registrar of Companies. However, Amrutanjan Health Care Limited has
stood guarantee for future claims and liabilities.
Holistic Beauty Care Limited
There was no commercial operations during the year under review. The
Board of the said Company is considering various options and the most
viable option would be pursued with, in the near future.
Siva's Soft Drink Private Limited
This Company was acquired during February 2011 by way of transfer of
shares vide an agreement, approved by the Board of Directors of your
Company.
As of 31st July, 2011 this Company has shown Net Sales of Rs. 901.13
lakhs and a Net Profit of Rs.80.80 lakhs. The plant is located at
Aranvoyal Village, Thiruvallur District. This plant caters to
manufacture and sale of fruit drinks, which come under three flavors,
viz., mango, grape and apple under the brand name & trademark
'Fruitnik'.
11. Consolidated Financial Statement
The holding companies are exempt from publishing the accounts of
subsidiaries subject to fulfillment of certain conditions vide Circular
No.2/2011 dated 2nd February, 2011 issued by the Ministry of Corporate
Affairs.
However, the financial statements of the subsidiaries viz., Holistic
Beauty Care Limited and Siva's Soft Drink Private Limtied, have been
prepared and form part of the Consolidated Financial Statements.
12. Conservation of Energy / Technology Absorption and Foreign
Exchange Earnings / Outgo
The particulars prescribed by the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are furnished in the
annexure to this report.
13. Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 is given in the
annexure forming part of this report.
14. Auditors
The Auditors, M/s. P.S. Subramania Iyer & Co., Chartered Accountants,
hold office upto the date of the ensuing Annual General Meeting and are
eligible for re-appointment. As required under the provisions of
Section 224(1B) of the Companies Act, 1956, the Company has obtained
written confirmation from M/s. P.S. Subramania Iyer & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said section.
15. Cost Auditor
The Company has received the approval from the Central Government for
appointment of Mr. G. Thangaraj, Cost Accountant as the Cost Auditor to
conduct the audit of Cost records maintained by the Company in respect
of the Formulations and Bulk Drugs business for the year ended 31st
March, 2011.
16. Acknowledgement
The Board of Directors expresses its sincere appreciation to all the
shareholders, customers and well wishers of the Company for their
co-operation and support extended to the Company and looks forward to
their continued patronage in the years to come.
The Board of Directors also expresses its gratitude and places on
record its sincere appreciation to Punjab National Bank, HDFC Bank
Limited, the concerned departments of State and Central Governments,
Employees, the Union for their valuable assistance, support and
excellent co-operation extended to the Company and looks forward to
their continued patronage in the years to come.
Dr. H.B.N. Shetty
Dr. Pasumarthi S.N. Murthi
D. Seetharama Rao
S. Sambhu Prasad A. Satish Kumar
Managing Director Directors
Chennai
08.08.2011
Mar 31, 2010
The Directors have pleasure in presenting their report on the
financial results of the company for the Seventy Third year, along with
the audited Balance Sheet as on 31st March, 2010 and the Profit and
Loss Account for the year ended 31st March, 2010.
1. FINANCIAL RESULTS
Your Directors are pleased to furnish below the financial results for
the year ended 31st March, 2010.
For the Current Year ended
Particulars 31st March, 2010
Rs.
Profit before Interest and
Depreciation 18,67,66,845
Less: Interest 3,44,632
Depreciation 1,25,67,607
1,29,12,239
Profit before extraordinary
items 17,38,54,606
Exceptional items 1,93,61,883
Prior year adjustments (Net) (5,67,971)
Profit before tax 19,26,48,518
Provision for taxation
- Income Tax (7,50,00,000)
- Fringe Benefit Tax -
- Deferred Tax 39,20,515
Short Provision for Income
Tax of earlier years (36,936)
Profit after tax before
exceptional items 12,15,32,097
Extraordinary Items
(Net of Tax) (34,32,731)
Profit after tax after
exceptional items 11,80,99,366
Add: Transfer from Profit
& Loss Account
- Surplus from previous year
brought forward 25,14,84,812
Profit for Appropriation 36,95,84,178
Appropriations:
General Reserve 5,00,00,000
Transfer to Contingency
Reserve 1,00,00,000
Special One Time Interim
Dividend 2008-09 -
Tax on Special One Time
Interim Dividend 2008-09 -
Interim Dividend Paid 1,51,50,000
Tax on Interim Dividend 25,74,743
Final Dividend -Proposed 3,03,00,000
51,49,485
Tax on Proposed Final Dividend 25,64,09,950
Balance Profit carried to Balance Sheet 25,64,09,950
36,95,84,178
Particulars
For the Previous Year ended
31st March, 2009
Rs.
Profit before Interest and
Depreciation 20,35,72,200
Profit before extraordinary
items 15,31,802
Less: Interest 1,48,01,221
Depreciation
1,63,33,023
Profit before extraordinary
items
18,72,39,177
Exceptional items (4,35,809)
18,68,03,368
Prior year adjustments (Net) (7,00,00,000)
Profit before tax (30,00,000)
Provision for taxation
78,57,447
- Income Tax
(5,71,177)
- Fringe Benefit Tax
12,10,89,638
- Deferred Tax
80,75,05,163
Short Provision for Income
Tax of earlier years
92,85,94,801
Profit after tax before
exceptional items 3,36,04,166
Extraordinary Items
(Net of Tax) 96,21,98,967
Profit after tax after
exceptional items
50,00,00,000
Add: Transfer from Profit
& Loss Account
- Surplus from previous year
brought forward 12,80,00,000
Profit for Appropriation 2,17,53,600
Appropriations: 1,57,45,265
General Reserve 26,75,908
Transfer to Contingency
Reserve 3,63,60,000
Tax on Special One Time
Interim Dividend 2008-09 61,79,382
Interim Dividend Paid 25,14,84,812
Final Dividend -Proposed 96,21,98,967
ax on Proposed Final Dividend
Balance Profit carried to Balance Sheet
2. DIVIDEND
Your Directors, considering the profits projected for the year 2009-10,
have declared and paid an interim dividend of 50% (Rs.5/- per share) on
the equity share capital of Rs.303.00 lakhs amounting to Rs.151.50
lakhs during the year. Further, your directors have pleasure in
recommending a final dividend of 100% (Rs.10/- per share) for the year
ended 31st March, 2010 amounting to Rs.303.00 lakhs. The Company will
bear the dividend distribution tax of Rs.51.49 lakhs.
3. CHANGE IN THE NAME OF THE DIVISION
During the year under review, the name of the Fine Chemicals Division
of the Company was changed to Pharmaessense Chemistry Services Division
with a new vision "To be a multi-dimensional chemistry services
organization, that delivers cost-effective, world-class solutions,
driven strongly by Science and Technology, thus, truly enabling the
Global Pharma and Health sectors." With such an envisioning as its
focus and guiding light, the Company intends to achieve a brand equity
that is truly reflective of the culture, tradition and strength.
4. PERFORMANCE OF YOUR COMPANY
The Total Gross Sales of the Company for the year ended 31st March,
2010 decreased by 2.43% as compared to the previous year and was at
Rs.96.08 crores. The Companys OTC (Over The Counter) segments Gross
Sales stood at Rs.88.98 crores while Companys Pharmaessense Chemistry
Services Division segments sales was Rs.4.76 crores.
Profit before exceptional and extraordinary items was at Rs. 17.38
crores, which is lower by 7% when compared to the previous year. The
net profit after Extraordinary items was at Rs.11.80 crores.
5. BUY-BACK OF SHARES
The Board at its meeting held on 30th January, 2010 considered and
approved the buy-back of equity shares of the company at a rate not
exceeding Rs.550/- per equity share. In view of the fact that the price
of the shares have gone up over and above the buy-back offer price,
since the buy-back announcement, the Board considered updates and
deliberated upon the buy-back. Considering the price movement, the
Board felt that the Company could not buy-back the shares and hence the
buy- back offer was withdrawn on 14th July, 2010.
6. FIXED DEPOSITS
Your company has not accepted any deposits nor renewed deposits since
September, 2000.
7. DIRECTORS
Mr. D. Seetharama Rao and Dr. H.B.N. Shetty, retire by rotation and
being eligible, offer themselves for re-appointment.
8. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm as under:
i. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. that 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 as at 31 st March, 2010 and of the profit of
the company for the year ended on that date;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv. that the directors had prepared the annual accounts on a going
concern basis.
9. CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of the Corporate
Governance as prescribed in the listing agreement entered into with
Madras Stock Exchange Limited. The report on Corporate Governance and
Management Discussion and Analysis is attached to this Annual Report.
10. SUBSIDIARY COMPANIES
Data Quest Infotech & Enterprises Limited
There were no business operations during the year under review. All the
issues pertaining to the International Call Centre pending with the
various statutory authorities for over a period of time have been
resolved and hence the administrative costs pertaining to the same will
not recur. The pending issues having been sorted out, the Board now
will be able to look into other options/ alternatives available before
the Company which may be pursued with in the overall interest of the
stakeholders and the Company.
Holistic Beauty Care Limited
During the year under review the Company was focusing on niche segment
of pain management using alternative techniques, primarily into
treating headache, backache, neck and shoulder and generalised Myalia,
catering to the age group of 30-75. The Company plans to concentrate on
preventive care, larger format in pain management including pallivative
care, Acquire Diagnostics centres and venture in primary care. The
types of treatment shall be pain management, prevention of diseases and
Primary care.
The Statement pursuant to the provisions of Section 212 of the
Companies Act, 1956, containing details of the Companys subsidiaries
is attached.
The Company, on application, has received the approval from the Central
Government under Section 212(8) of the Companies Act, 1956, exempting
the Company from attaching the accounts, etc., of its subsidiary
companies with the Balance Sheet of the Company. Hence the accounts of
the subsidiaries viz., Data Quest Infotech and Enteprises Limited and
Holistic Beauty Care Limited are not attached. Besides, a statement
giving certain information as required under Section 212(8) of the
Companies Act, 1956, is attached along with the Consolidated Accounts.
The Company will make available the Annual accounts and the related
detailed information of its Subsidiary Companies viz., Data Quest
Infotech and Enterprises Limited and Holistic Beauty Care Limited to
any investor of Amrutanjan Health Care Limited and its Subsidiary
Companies viz., Data Quest Infotech and Enterprises Limited and
Holistic Beauty Care Limited upon receipt of request by the Company at
its Registered Office. The same will also be kept for inspection by any
investor at the head office of the Holding and its Subsidiary companies
viz., Data Quest Infotech and Enterprises Limited and Holistic Beauty
Care Limited. The Company shall furnish hard copies of the accounts of
its subsidiaries viz., Data Quest Infotech and Enterprises Limited and
Holistic Beauty Care Limited to any shareholder on demand.
11. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company and its
subsidiaries viz., Data Quest Infotech & Enterprises Limited and
Holistic Beauty Care Limited have been prepared and presented in the
Annual Report.
12. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The particulars prescribed by the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are furnished in the
annexure to this report.
13. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 is given in the
annexure forming part of this report.
14. AUDITORS
The Auditors, M/s. PS. Subramania Iyer & Co., Chartered Accountants,
hold office upto the date of the ensuing Annual General Meeting and are
eligible for re-appointment. As required under the provisions of
Section 224(1 B) of the Companies Act, 1956, the Company has obtained
written confirmation from M/s. PS. Subramania Iyer & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said section..
15. COST AUDITOR
The Company has received the approval from the Central Government for
appointment of Mr. G. Thangaraj, Cost Accountant as the Cost Auditor
to conduct the audit of Cost records maintained by the Company in
respect of the Formulations and Bulk Drugs business for the year ended
31st March, 2010.
16. ACKNOWLEDGEMENT
The Board of Directors expresses its sincere appreciation to all the
shareholders, customers and well wishers of the Company for their
co-operation and support extended to the Company and looks forward to
their continued patronage in the years to come.
The Board of Directors also expresses its gratitude and places on
record its sincere appreciation to Indian Overseas Bank, Punjab
National Bank, HDFC Bank Limited and IDBI Bank Ltd., the concerned
departments of State and Central Governments, Employees, the Union for
their valuable assistance, support and excellent co-operation extended
to the Company and looks forward to their continued patronage in the
years to come.
Dr. H.B.N. Shetty
Dr. Pasumarthi S.N. Murthi
D. Seetharama Rao
A. Satish Kumar
Directors
Chennai 14.07.2010
S. Sambhu Prasad
Managing Director