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Amar Remedies Ltd.

BSE: 532664 Sector: Consumer
NSE: AMAR ISIN Code: INE787G01011
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Amar Remedies Ltd. (AMAR) - Director Report

Company director report

DIRECTORS' REPORT

To,

The Members,

Your Directors are glad to present the Annual Report of the Company and AuditedAccounts along with Auditors Report for the year ended 30th June, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011-12 2010-11
Total Income 67644.89 57902.93
Profit before depreciation, interest and tax 10993.04 8331.07
Less: Depreciation 1281.96 1104.21
Interest 3975.61 2742.79
Profit before tax 5735.47 4484.07
Less: Provision for taxation 1211.40 678.63
Profit after tax 4524.07 3805.44
Earnings Per Share 17.29 14.54

OPERATIONAL REVIEW

We take pride to inform you that, in the span of 7 years by introducing a Plethora ofProducts, under 3 brands - "AMAR", "SMILES" and "FRESHSMILES" in Domestic and International markets and by taking a plunge into PremiumLuxury Cosmetic Products your Company has taken another upward step towards success andhas achieved the Total Income of Rs. 67644.89 Lacs in the year 2011-12 as compared to Rs.57801.18 Lacs in previous year 2010-11, thereby reflecting as growth of 16.82% in the year2011-12 as compared to previous year 2010-11. The Turnover, PAT and PBDIT of the Companyis also on upward graph and is representing growth. The Turnover of Rs. 67437.08 Lacsregistered in the year 2011-12 as compared to Rs. 57801.18 Lacs in previous year 2010-11,reflected growth by 16.67 % compared to previous year. The Company's PAT grew by 18.88 %as compared to previous year. The PBDIT of the Company was on high rise with an excellentgrowth by 37.99 % as compared to previous year.

The uninterrupted success is the result of extended contribution and co-operation fromConsumers, Bankers & Institutions, Distributors, Super Stockist, C & F Agents, 3Ultra Modern Plants located 2 at Daman and 1 at Dehradun, and our Brands.

The management has also given tremendous support to the Company with their expertise inrespective fields which has helped the Company to grow in this yet another year.

However, the management is of the view that, the economy is expected to face pressuredue to increase in raw material costs, high labor cost and increased packing materialcosts, and hence will put in additional efforts in curtailing the costs to maintain thebottom line.

Skin Care and Hair Care have always been a rage and consumers are willing to spend morepart of their earnings towards luxurious lifestyle, thereby spending on Premium Cosmetics,SPA treatments and Personal Care. Our firm, The Nature's Co. has been engaged intofulfilling consumer demands and has successfully served variety of consumers with itsexisting 9 Stores located at Premium Malls. The upward demand curve and outstandingresponse from consumers has motivated The Nature's Co. to launch additional 3 stores in FY2011-12 - 1 at Bangalore- Phoenix Market City, 2nd at Mumbai - Infinity Mall 2, Malad and3rd at Mumbai - R-City Mall, Ghatkopar. Mumbai has always been a centre for consumersintending to live a luxurious lifestyle, thus supported by huge consumer demand and highpurchasing power, TNC launched total 3 stores in Mumbai in span of 3 years.

The Nature's Co.(TNC) has used the web to its advantage for not just branding andpromoting but also selling. The Nature's Co. website is doing excellent online sales andhas become a virtual store by itself. It's Facebook page also has more than 17,000no of Followers following each product and activity of TNC extremely closely.

The Nature's Co, during the year launched many Festive Packages like- Mother's DayPackage, Dassehra Package, Diwali Packages and such other packages for various otherfestivals and events. All these activities have helped in increasing the consumer base forour Luxury Cosmetic brand.

CREDIT RATINGS

During the year 2011-12, the Long Term Credit Rating of the Company assigned by CARE,was "CARE A" and Short term Rating was PR1.

DIVIDEND

The management of the Company is foreseeing tremendous pressure on margin due toincreasing input cost. The economy slowdown might also affect expansion, Sales andProfitability. Therefore, the management has decided to conserve the funds and not declaredividend for the Financial Year ended 30th June 2012.

CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY COMPANY

In accordance with the Accounting Standard 21 on Consolidated Financial Statementsissued by Institute of Chartered Accountants of India, your Directors provide the AuditedConsolidated Financial Statements in the Annual Reports.

Ministry of Corporate affairs, Government of India (MCA) has on 8th February, 2011issued directions through general circular, exempting Holding Companies from attachingspecified particulars of its Subsidiary Companies with Balance Sheet of holding Company.The directions have been issued by MCA in terms of Section 212(8) of the Companies Act,1956.

The annual accounts of the Subsidiary Companies and the related detailed informationshall be made available to shareholders of the holding subsidiary and Subsidiary Companiesseeking such information at any point of time at the registered office of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

"Management Discussion and Analysis report" as required under the ListingAgreements with the Stock Exchanges has been furnished separately in this Annual Report.

LISTING AT STOCK EXCHANGE

The equity shares of the Company continued to be listed on the Bombay Stock Exchangeand the National Stock Exchange of India Ltd. The Annual Listing fees for the year(2011-12) have been paid to these Stock Exchanges.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of theCompanies Act 1956, from the public during the year under review.

INSURANCE

The assets of the Company including Buildings, Plant & Machinery, Stocks, etc. havebeen adequately insured.

INDUSTRIAL RELATIONS

The Employees and Workmen of the entire Company form basis for the infinite success ofthe Company and hence the Directors express their gratitude towards the dedication,support, enthusiasm, and hard work of the employees.

PARTICULARS OF EMPLOYEES

None of the employees are getting the remuneration exceeding the Rs. 5.00 Lacs permonth hence so disclosures of particulars of employees are not given.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. Pravin N. Shah, Mr. Dilip S. Mehta and Mrs. Preeti A.Patel, Directors of the Company are liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered themselves for re-appointment.

AUDITORS

M/s. Shyam C. Agrawal & Co., Chartered Accountants, retire as Auditor of theCompany at the conclusion of ensuing Annual General Meeting and have confirmed theireligibility and willingness to accept the office of Auditors, if re-appointed.Accordingly, the said Auditors may be reappointed as Auditors of the Company at theforthcoming Annual General Meeting.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges a separatesection titled "Corporate Governance" has been included in this Annual Report.

CONSERVATION OF ENERGY RESOURCES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

As required u/s. 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosure of particulars in report of Board of Directors) Rules, 1988, the particularsin respect of conservation of Energy Resources, Technology Absorption and Foreign ExchangeEarnings & Outgo are set out in the Annexure I to the Directors' Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217(2AA) of the Companies Act, 1956 your Directorsconfirm that:

i) In the preparation of the annual accounts, the applicable accounting standards havebeen followed, along-with proper explanation to material departure, wherever applicable;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 30th June, 2012 and ofthe profit for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) The Directors have prepared the annual accounts for the financial year ended 30thJune, 2012 on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors would like to thank and appreciate all its Employees who havecontributed towards the success of the Company. The Directors are also grateful to theGovernment, Statutory Authorities, Shareholders, Banking & Financial institutions,Consumers, Suppliers and Business Associates for their support and co-operation put forthfor the Company's excellent growth.

BY ORDER OF THE BOARD OF DIRECTORS
FOR AMAR REMEDIES LIMITED
SD/-
PLACE : MUMBAI SAGAR P. SHAH
DATE : 28TH NOVEMBER, 2012 MANAGING DIRECTOR

ANNEXURE I TO THE DIRECTORS’ REPORT

Additional information as required under the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules, 1988

FORM A

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However, all the necessarysteps are taken to use the energy conservatively. Measures introduced include preventivemaintenance programme for all electrical and mechanical equipments.

A. Average Power and Fuel consumption:

Particulars 2011-12 2010-11
Power and Fuel - Purchased:
Units 9237439 8174725
Total amount (Rs. in Lacs) 345.48 305.73
Average rate/ Unit Rs. 3.74 3.74

FORM B

TECHNOLOGY ABSORPTION: NOT APPLICABLE

FORM C

(Rs. in Lacs)

EARNINGS & OUTGO 2011-12 2010- 2011
A. Earnings: Realisation value of Exports 2728.86 801.82
B. Outgo : CIF Value of Import and other expenses 19.08 8.73
TOTAL 2747.94 810.55

 

BY ORDER OF THE BOARD OF DIRECTORS
FOR AMAR REMEDIES LIMITED.
SD/-
PLACE : MUMBAI SAGAR P. SHAH
DATE : 28TH NOVEMBER, 2012 MANAGING DIRECTOR

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