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Amrutanjan Health Care Ltd.

BSE: 590006 Sector: Health care
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OPEN 538.55
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P/E 33.67
Mkt Cap.(Rs cr) 788.55
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Sell Price 0.00
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OPEN 538.55
CLOSE 535.35
52-Week high 662.00
52-Week low 376.60
P/E 33.67
Mkt Cap.(Rs cr) 788.55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amrutanjan Health Care Ltd. (AMRUTANJAN) - Director Report

Company director report

Your Directors have pleasure in presenting the Seventy Ninth Annual Report on thebusiness and operations of the Company along with the audited Balance Sheet as on March31 2016 and the Profit and Loss account for the year ended on that date.


The highlights of the financial results for the year ended March 31 2016 aresummarized below:

Particulars For the Current Year ended 31st March 2016 For the Previous Year ended 31st March 2015
` `
Profit before Interest and Depreciation 371681969 292034294
Interest 816418 4647200
Depreciation and Amortization 25246566 23517545
26062984 28164745
Profit before exceptional items 345618985 263869549
Exceptional items - -
Prior year adjustments (Net) - -
Profit before tax 345618985 263869549
Provision for taxation
Income Tax (114000000) (92000000)
Deferred Tax (5064169) (717687)
Short Provision for Income Tax of earlier years (2376350) -
Profit after tax before extraordinary items 224178466 171151862
Extraordinary Items (Net of Tax) - -
Net Profit 224178466 171151862
Transfer from Profit & Loss Account - -
Surplus from previous year brought forward 510507169 405736623
Profit for Appropriation 734685635 576888485
General Reserve 5000000 5000000
Reserve Interim dividend Paid 56268963 16076847
Tax on Interim Dividend 11582540 3214424
Final Dividend-Proposed - 35076756
Tax on Proposed Final Dividend - 7013289
Balance Profit carried to Balance Sheet 661834132 510507169
734685635 576888485


Your Company witnessed a 12.48% growth in turnover during the financial year 2015-16with total Gross Sales of Rs. 191.92 Crores as against Rs. 170.62 Crores during theprevious financial year.

OTC and Beverages Business Performance At Glance

2015-16 2014-15 CHANGE %
Production-Tonnes 709.02 677.21 4.70
- Kilo Ltrs 5308.85 4940.89 7.45
Sales Volume - Tonnes 695.37 668.34 4.04
- Kilo Ltrs 5048.70 4595.06 9.87
Sale Value (in Crore) 191.92 170.62 12.48
Operating EBITDA (in Crore) 37.17 29.20 27.29
Operating EBITDA Margin (%) 19.37 17.11 13.20

Highlights of segment-wise performance and state of affairs are discussed in detail inthe Management Discussion and Analysis Report attached as ANNEXURE - A.


The Directors considering the profits projected for the year 2015-16 had declared andpaid two interim dividends. The first interim dividend of 60% (` 1.20 per share) on theequity share capital of Rs. 292.31 lakhs amounting to Rs. 175.38 lakhs was paid duringFebruary 2016. The second interim dividend of 132.50 % (Rs. 2.65 per share) amounting toRs. 387.31 Lakhs was paid during March 2016. The Company has borne the dividenddistribution tax of ` 115.83 Lakhs towards the two interim dividends paid to the equityshareholders. As such the Board of Directors did not propose any final dividend.


An amount of Rs. 50 lakhs has been carried to the General Reserves for the year endingMarch 31 2016.


Directors state that no disclosure or reporting is required in respect of the followingitems 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 orotherwise;

(b) Issue of shares (including Sweat Equity Shares and ESOS) to employees of theCompany under any scheme;


During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V (Acceptance of Deposits by Companies) of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014 and was not holdingany amount under Fixed Deposit Account as on March 31 2016.


The cash and cash equivalent as at March 31 2016 was Rs. 47.95 Crores. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 are given in Note No.27 of the Notes to the Financial Statements.


As per Regulation 34 read with Schedule V of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 a separate section on Corporate Governancepractices followed by the Company together with a certificate from the Practicing CompanySecretary confirming Compliance forms an integral part of this Report as ANNEXURE - B.Compliance reports in respect of all laws applicable to the Company have been reviewedby the Board of Directors periodically.


As part of CSR initiatives your Company during the financial year 2015-16 has fundedprojects in the areas of Animal Welfare Promoting Woman Education Rural Healthand Infrastructure development. The Annual Report on CSR activities undertaken by theCompany during the financial year 2015-16 is annexed vide ANNEXURE C. Theseprojects are in accordance with Schedule VII of the Companies Act 2013. The compositionof the CSR Committee is given in the Corporate Governance Report.

The CSR Committee met on 11th February 2016 to oversee the activities programs andexecution of initiatives as per the predetermined guidelines of the Board and had approvedthe CSR Spend to the tune of Rs. 43.76 lakhs incurred during the year. The Board takespleasure to note that the Company has spent the entire amount that was mandatorily to beincurred towards the CSR spends for the year 2015-16.


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 (ListingObligations & Disclosure Requirements) Regulations 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on thewebsite of the Company. This Policy inter-alia provides a direct access to the Chairman ofthe Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.


Dr. Pasumarthi S.N. Murthi retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment.

The resolution seeking approval of the members for reappointment of Dr. Pasumarthi S.N.Murthi has been incorporated in the Notice of the Annual General Meeting along with briefdetails about him.

The Independent Directors of the Company have submitted a declaration under Section149(7) of the Act that each of them meets the criteria of independence as provided inSection 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as Independent Director during the year.

The terms and conditions of appointment of the Independent Directors are placed on theweb link The Company has also disclosed theDirectors’ familiarisation methodology on its weblink

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. K. Kannan CFO and Mr. M. Srinivasan Company Secretary.


Pursuant to the provisions of Rule 8(4) of the Companies (Accounts) Rules 2014 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the working of its Committees (Audit Nomination andRemuneration and Stakeholders Relationship Committee) and Independent Directors (withoutparticipation of the relevant Director).

Independent Directors at their meeting without the participation of the Non-independentDirectors and Management considered / evaluated the Boards’ performance Performanceof the Chairman and other Non-independent Directors.

The criteria for performance evaluation have been detailed in the Corporate GovernanceReport.


The Remuneration policy of the Company with respect to appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the weblink Nomination and Remuneration Committee has framed a Policy on Board diversityappropriate to the business requirements of the Company which inter-alia specifiesoptimum combination of Executive Directors Non-Executive Directors and IndependentDirectors the recommendatory requirement for each of the directors to possess functionaldiversity and role of NRC to ensure that the Policy on Board diversity is considered whilerecommending the appointment of new directors on the Board of the company.



Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules framed thereunder are provided in ANNEXURE- D.


During the year 5 meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under Section 173(1) of the Companies Act 2013.


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) & 134(5) of the Companies Act 2013:

I. that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;

II. that the directors had selected such accounting policies and applied consistentlyand judgment and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2016 and of theprofit of the Company for the year ended on that date;

III. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 suchinternal financial controls are adequate and were operating effectively.

VI. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.


Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engagedthe services of M/s. P. Sriram and Associates Company Secretaries in Practice Chennai toconduct the Secretarial Audit of the Company for the financial year ended March 31 2016.The Secretarial Audit Report for the financial year ended March 31 2016 in Form No. MR-3is attached as ANNEXURE - E to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.


An extract of Annual Return in Form MGT-9 as on March 31 2016 as per provisions ofSection 92(3) of the Companies Act 2013 is attached as ANNEXURE - F to thisReport.


The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorised and recorded. Information provided to management isreliable and timely and statutory obligations are adhered to. Details of the same areprovided in the Management Discussion and Analysis Report attached


The Company is committed to ensure sound Safety Health and Environmental performancerelated to its activities products and services. The Company is taking continuous stepsto develop Safer Process Technologies and Unit operations. The Company has been investingheavily in areas such as Process Automation for increased safety and reduction of humanerror element. Enhanced level of training on Process and Behaviour based safety adoptionof safe & environmental friendly production process monitoring and periodical reviewof the designed Safety Management System is done on a continuous basis. The Company iscommitted to continuously take further steps to provide a safe and healthy environment.


Your company has a Risk Management Policy adopted by the Board and created RiskRegisters in selected key process areas. Periodical in-house risk audits were conducted todetect and mitigate the risks in a timely and effective manner. Management Discussion andAnalysis Report contained more details on the risk management practiced by the Company.


The Gross sales of the Company’s subsidiary Amrutanjan Pharmaessense Pvt Ltd wasRs. 2.59 Crores as against the Gross sales Rs. 3.47 Crores during the previous year.


Your Directors have pleasure in attaching the Consolidated Financial Statement preparedin accordance with the Accounting Standards. A report on the performance and financialposition of the subsidiary is provided in the notes to the consolidated financialstatements. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 ofthe Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of the Company’s subsidiary in Form AOC-1 is attached to thefinancial statements of the Company.

Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited financial statements in respect of the subsidiary are available on the website ofthe Company. The annual report and the annual accounts of the subsidiary and the relateddetailed information shall be made available to the shareholder of the company seekingsuch information.


All related party transactions that were entered into during the financial year were onan arm’s length basis. There are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 is attached as part of this report vide ANNEXUREG.


Information as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished in ANNEXURE -H to this Report.


The Company does not have any unclaimed shares in the demat suspense account orunclaimed suspense account pursuant to SEBI Listing Regulations.


The auditors M/s P.S. Subramania Iyer & Co. Chartered Accountants (FirmRegistration No. 004104S) retire at the conclusion of the ensuing Annual General Meetingand are eligible for reappointment. As required under the provisions of section139&141 of the companies Act2013 and the rules made there under as may be applicablethe company has obtained written confirmation form M/s.P.S. Subramania Iyer &co .that their reappointment if made would be in conformity with the limits specified in thesaid section.

The Auditors’ report to the shareholders on the standalone and consolidatefinancials for the year ended March 31 2016 does not contain any qualificationobservation or adverse comment.


Mr.G. Thangaraj Cost Accountant has been duly appointed as the Cost Auditor to conductthe cost audit with respect to OTC business of the company for current financial yearending March 31 2017.

He was also the cost auditor for the previous year ended March 31 2016.


There were no material changes and commitments occurred affecting the financialposition of the Company between the closure of the financial year 2015-16 and the date ofthis report.


There are no significant and material Orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureOperations.


Your Company believes that its Members are among its most important stakeholders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.


The Company constantly striving to enhance the level of employee engagement and toensure healthy career growth for employees at all levels. Focus was given on rightstaffing and skilling in identified areas and to keep the employee attrition rate tominimum. Please also refer ANNEXURE - A for further details.


The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2015-2016 no complaints were received by the Company related to sexualHarassment.


The Directors wish to express their sincere appreciation to all the GovernmentDepartments Bankers Customers Distributors Suppliers and the shareholders for theirco-operation and support extended during the year.

The Directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.

Place : Chennai For and on behalf of the Board
Date : 11th August 2016
Registered Office: S. Sambhu Prasad
Amrutanjan Health Care Limited Chairman and Managing Director
CIN: L24231TN1936PLC000017
No.103 Luz Church Road Mylapore Chennai 600 004
Tel : 044-2499 4465 Fax : 044-2499 4585
Email : Website :

Annexure Forming part of the Board’s Report

I Disclosure as per Section 197 (12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

i. The ratio of the remuneration of director to the median remuneration of theemployees of the Company for the financial year:

Mr. S. Sambhu Prasad 35 Times (35:1)

ii. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

Name Designation % Increase / (Decrease) in CTC
Mr. S. Sambhu Prasad Chairman-cum-Managing Director 9.17
Mr. K. Kannan Chief Financial Officer 9.06
Mr. M. Srinivasan Company Secretary NA*

*Since this information is for part of the year the same is not comparable. iii. Thepercentage increase in the median remuneration of employees in the financial year: Around15.16% iv. The number of permanent employees on the rolls of the Company: 583 employees v.The explanation on the relationship between average increase in remuneration and Companyperformance:

The Company’s Profit after Tax (PAT) has grown from Rs. 17.12 Crores to Rs. 22.42Crores an increase of 30.96% against which the average increase in remuneration is12.97%. The compensation package include a fair proportion of fixed and variable pay.While the increase in fixed pay is annually reviewed the increase in variable pay isaligned to individual’s and company’s performance during the previous financialyear.

vi. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.

The remuneration of Key Managerial Personnel for the year 2015-16 amounted to Rs. 1.67crores as against the profit after tax of Rs. 22.42 crores. The compensation packages ofthe Key Managerial Personnel are commensurate with the qualification experience andperformance of the Managerial Personnel and in line with the industry practices.

vii. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year.

Date Issued Capital Closing Market Price EPS PE Ratio Market Capitalization
Per Share (` In crores)
31.3.2015 29230630 478.40 11.71 40.85 699.20
31.3.2016 29230630 417.30 15.34 27.20 609.90
Increase/Decrease (61.10) 3.63 (13.65) (89.30)
% Increase (12.8) 31 (33.4) (12.8)

viii. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration is around 13.29% for Employees other than ManagerialPersonnel and around 9.15% for Managerial Personnel.

ix. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:

Name Designation Remuneration in FY 2015-16 (in Crores) Profit before Tax (PBT) (in Crores) Remuneration as % of PBT
S. Sambhu Prasad Managing Director 1.33 34.56 3.85
K. Kannan CFO 0.22 34.56 0.64
M. Srinivasan@ Company Secretary 0.10 34.56 -

@ Since this information is for part of the year the same is not comparable.

x. Key parameters for any variable component of remuneration availed by the directors:

Non-Executive Directors (NEDs) are remunerated by way of Sitting Fee for each meetingof the Board/Committees of the Board attended by them and an annual commission within theceiling of 1% of the net profits of the Company as approved by the shareholders.Commission to respective NED is determined on the basis of an objective criteria discussedand agreed upon by the Nomination and Remuneration Committee unanimously. NEDs arereimbursed of any out of pocket expenses incurred by them for attending the meetings ofthe Company. The variable component of remuneration is paid in the form of Commission toMr. S. Sambhu Prasad as per the Remuneration Policy of the Company and based on therecommendation of Nomination and Remuneration Committee.

xi. Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year.

Not Applicable

xii. Affirmation that the remuneration is as per the remuneration policy of theCompany: Yes

II Statement showing details of Employees of the Company as per Section 197 (12) readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sent tothe members of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished without any fee.

For and on behalf of the Board
Place : Chennai S. Sambhu Prasad
Date : 11th August 2016 Chairman and Managing Director


Information as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8(33) ofthe Companies (Accounts) Rules 2014 for the financial year ended March 31 2016.

(i) The steps taken or impact on conservation of energy The manufacturing process adopted by the company is not power intensive. During the year we have taken initiatives to increase the through put by reducing manpower through automation.
(ii) The steps taken by the company for utilising alternate sources of energy
(iii) The capital investment on energy conservation equipments;
(i) The efforts made towards technology absorption The technology for the Manufacture of topical analgesic gel format had been developed and transferred to the production. We have developed and improved the efficacy of the existing pain balms. Efforts are also being made to improve the other products and processes.
(ii) The benefits derived like product improvement cost reduction product development or import substitution; Under the OTC and F&B Divisions a number of new products have been developed and launched by utilizing the in house R&D expertise/infrastructure.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported;
(b) The year of import
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) The expenditure incurred on Research and Development (Rs. in Lakhs)
Capital 11.56
Recurring 43.38
The Foreign Exchange earned in terms of actual inflows (Rs. in Lakhs)
during the year and the Foreign Exchange outgo during the Foreign Exchange Earnings 262.23
year in terms of actual outfows Foreign Exchange Outgo 134.17


For and on behalf of the Board
Place : Chennai S. Sambhu Prasad
Date : 11th August 2016 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 : Website :

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