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Directors Report of TTK Healthcare Ltd.

Mar 31, 2013

The Directors have pleasure in presenting the 55th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lakhs) 2012-13 2011-12

Profit before Depreciation & Tax 2,434.14 2,590.59

Less: Depreciation 271.97 235.77

Profit before Tax 2,162.17 2,354.82

Less : Provision for Tax Current Tax 710.00 770.00

Deferred Tax 31.82 741.82 21.91 791.91

Profit after Tax 1,420.35 1,562.91

Surplus Account:

Balance as per last Balance Sheet 3,725.57 2,683.69

Add: Profit for the year 1,420.35 1,562.91

Total 5,145.92 4,246.60

Less: Proposed Dividend 310.64 310.64

Provision for tax on Dividend 52.79 50.39

Amount transferred to General

Reserve 145.00 160.00

Net Surplus 4,637.49 3,725.57

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.4.00 (40%) per Equity Share of Rs.107- each.

REVIEW OF PERFORMANCE

During the year under review. Revenue from Operations amounted to Rs.382.30 crores as against the previous year''s figure of Rs.353.74 crores, a growth of about 8%.

The overall performance of the Company was affected mainly due to the discontinuation of the distribution arrangement with TTK Protective Devices Limited (formerly TTK-LIG Limited) for Kohinoor / Durex brand of Condoms, consequent to the settlement reached between them and their overseas partners.

DEVELOPMENT OF STRATEGIC GROWTH PLAN

Your Company has engaged the services of M/s Bain & Co., a well known international firm of consultants for developing a Strategic Growth Plan for your Company to be implemented over the next 3-5 years. The Assignment is in progress and the final report would be ready during the Second Quarter of the current financial year.

SCHEME OF AMALGAMATION

The Board of Directors in their meeting held on 30th April, 2013 approved the Scheme of Amalgamation of TTK Protective Devices Limited (TTKPD) (formerly TTK-LIG Limited) and its Wholly Owned Subsidiary TSL Techno Services Limited (TSL) with your Company, the appointed date being 1st April, 2012.

Under the Scheme, the Shareholders of TTKPD would be entitled for 9 Equity Shares of Rs.10/- each fully paid-up of your Company for every 2 Equity Shares of Rs.10/- each fully paid-up held by them in TTKPD. No shares would be allotted to the Shareholders of TSL as its value having been considered as part of the valuation of TTKPD.

The Scheme would be effective after the approval of the Regulatory Authorities, Shareholders and the Hon''ble High Court of Judicature at Madras.

FINANCE

During the year under review, the total Secured and Unsecured borrowings from Banks stood at Rs.21.55 crores as against the previous year''s figure of Rs.17.55 crores. The increase is on account of higher utilization of Working Capital limits in the normal course of business.

FIXED DEPOSITS

As on 31st March, 2013, your Company was not holding any amount under Fixed Deposits Account.

EMPLOYEES

Your Directors wish to place on record their appreciation for the excellent services rendered by the Employees at all levels.

The particulars as required under Section 217(2A) of the Companies Act, 1956, are furnished in the Statement annexed hereto.

DIRECTORS

Mr R Srinivasan, Dr K R Srimurthy and Mr K Shankaran, Directors of the Company, retire by rotation and being eligible, offer themselves for re- appointment.

Mr K Vaidyanathan has been re-appointed as Executive Director of the Company for a further period of 2 years, with effect from 1st July, 2013.

AUDITORS

M/s Aiyar & Co. and M/s S Viswanathan, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

M/s Geeyes & Co., Cost Accountants, A-3, III Floor, 56, 7th Avenue, Ashok Nagar, Chennai 600 083 have been appointed as Cost Auditor under Section 233B of the Companies Act, 1956 for the audit of the Cost Accounts relating to Pharmaceutical Formulations and Food Products manufactured by your Company, for the year 2012-13. The Cost Audit Report for the year ended 31st March, 2013 would be filed on or before the due date (i.e.) 27th September, 2013.

LISTING

Your Company''s shares are listed with -

- Madras Stock Exchange Limited, Chennai / (Regional Stock Exchange)

- BSE Limited, Mumbai

The Listing Fees have been paid for the financial year 2013-14.

CORPORATE GOVERNANCE

As per the provisions of the Listing Agreement, your Company has complied with the various requirements of the Corporate Governance Code.

A detailed Compliance Note on Corporate Governance is attached to this Report.

CONSERVATION OF ENERGY

The prescribed particulars under Section 217(1)(e) of the Companies Act, 1956, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that—

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

- The accounting policies are consistently applied and reasonable, prudent judgements and estimates are made, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that year.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- These Annual Accounts have been prepared on a "going concern" basis. ACKNOWLEDGEMENT

Your Directors place on record their grateful thanks to the Bankers and Financial Institutions for their continued support and patronage.

For and on behalf of the Board

Place : Chennai T T JAGANNATHAN

Date : 27th May, 2013 Chairman

Registered Office:

No.6, Cathedral Road

Chennai 600 086


Mar 31, 2012

The Directors have pleasure in presenting the 54th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in lakhs)

2011-12 2010-11

Profit before Depreciation & Tax 2,590.59 2,411.57

Less: Depreciation 235.77 197.13

Profit before tax 2,354.82 2,214.44

Less: Provision for tax

Current Tax 770.00 730.00

Deferred Tax 21.91 791.91

12.25 742.25

Profit after tax 1,562.91 1,472.19

Surplus Account:

Balance as per last Balance Sheet 2,683.69 1,722.53

Add: Profit for the year 1,562.91 1,472.19

Total 4,246.60 3,194.72

Less: Proposed Dividend 310.64 310.64 Provision for tax on Dividend 50.39 50.39 Amount transferred to General

Reserve 160.00 150.00

Net Surplus 3,725.57 2,683.69

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.4.00 (40%) per Equity Share of Rs.10/- each.

REVIEW OF PERFORMANCE

During the year under review, Revenue from Operations amounted to Rs.353.74 crores as against the previous year's figure of Rs.310.95 crores, a growth of about 14%.

FINANCE

During the year under review, the total Secured and Unsecured borrowings from Banks stood at Rs.17.55 crores as against the previous year's figure of Rs.12.41 crores. The increase is mainly on account of Working Capital borrowings availed to take care of the increased level of operations.

FIXED DEPOSITS

As on 31st March, 2012, your Company was not holding any amount under Fixed Deposits Account.

EMPLOYEES

Your Directors wish to place on record their appreciation for the excellent services rendered by the Employees at all levels.

The particulars as required under Section 217(2A) of the Companies Act, 1956, are furnished in the Statement annexed hereto.

DIRECTORS

Mr T T Jagannathan, Mr R K Tulshan and Mr J Srinivasan, Directors of the Company, retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s Aiyar & Co. and M/s S Viswanathan, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

LISTING

Your Company's shares are listed with -

- Madras Stock Exchange Limited, Chennai (Regional Stock Exchange)

- Bombay Stock Exchange Limited, Mumbai

The Listing Fees have been paid for the financial year 2012-13.

CORPORATE GOVERNANCE

As per the provisions of the Listing Agreement, your Company has complied with the various requirements of the Corporate Governance Code.

A detailed Compliance Note on Corporate Governance is attached to this Report.

CONSERVATION OF ENERGY

The prescribed particulars under Section 217(1)(e) of the Companies Act, 1956, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

- The accounting policies are consistently applied and reasonable, prudent judgments and estimates are made, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that year.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- These Annual Accounts have been prepared on a "going concern" basis.

ACKNOWLEDGEMENT

Your Directors place on record their grateful thanks to the Bankers and Financial Institutions for their continued support and patronage.

For and on behalf of the Board

Place: Chennai T T JAGANNATHAN

Date : May 22,2012 Chairman

Registered Office:

No.6, Cathedral Road Chennai 600 086

 
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