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Directors Report of Amrutanjan Health Care Ltd.

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 : shares@amrutanjan.com 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

 
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