Amrutanjan Health Care Ltd.
|BSE: 590006||Sector: Health care|
|NSE: AMRUTANJAN||ISIN Code: INE098F01023|
|BSE 15:40 | 23 Mar||545.85||
|NSE 15:50 | 23 Mar||544.50||
|Mkt Cap.(Rs cr)||797|
|Mkt Cap.(Rs cr)||796.94|
Amrutanjan Health Care Ltd. (AMRUTANJAN) - Director Report
Company director report
Your Directors have pleasure in presenting the Eightieth (80th) AnnualReport of the Company along with the Audited financial statements for the year ended March312017.
1. FINANCIAL RESULTS
Your Directors are pleased to furnish below the financial results for the year ended31st March 2017.
2. PERFORMANCE OF YOUR COMPANY
Your Company witnessed a 20.11% growth in turnover during the financial year 2016-17with total Gross Sales of Rs. 230.51 Crores as against Rs. 191.92 Crores during theprevious financial year.
OTC and Beverages Business - Performance At Glance
3. CAPITAL RETURN POLICY
Your Company has recently announced a "Capital Return Policy" which reaffirmsthe commitment of the management to ensure sustainable return to all its shareholde Rs.The policy is available at the Web link https://www.amrutanjan.com/pdf/CRP.pdf .
The Board of Directors after considering the profits projected for the year 2016-17had declared and paid two interim dividends during the year. Details of the InterimDividend paid and the final dividend recommended are as below:
i. Interim Dividend:
The Company has borne the entire dividend distribution tax of Rs. 6545736 towards thetwo interim dividends paid to the equity shareholders.
ii. Final Dividend:
The Board has proposed a final dividend of Rs. 1.65/- per equity share of face value ofRs. 21- each subject to the approval of the shareholders' in the upcomingEightieth (80th) Annual General
Meeting. The members whose names appear on the Register of Members as on the recorddate i.e. Thursday September 14 2017 will be paid the final dividend within 30days of the Shareholders approval.
5. AMOUNT CARRIED FORWARD TO RESERVES
No amount was carried forward to reserves for the year ended March 312017.
6. SHARE CAPITAL
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;
7. FIXED DEPOSITS
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 holding any amount under Fixed Deposit Account as on March 312017.
The cash and cash equivalent as at March 312017 was Rs. 47.47 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.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
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 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 [SEBI LODR] are given in Notes to the Financial Statements.
10. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
In terms of regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI LODR) the MDA report of the Companycapturing the performance industry trends and other material changes with respect to yourCompany are presented in "ANNEXURE A" of this Report.
11. CORPORATE GOVERNANACE
Your Company has complied with the requirements of regulation 34 read with Schedule Vof the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (SEBILODR).AII the Directors and Senior Managerial Personnel have affirmed in writing theircompliance with the Code of Conduct adopted by the Company. The annual report of theCompany contains a certificate by the Chairman & Managing Director in terms of SEBIListing Regulations on the compliance declarations received from the Directors and theSenior Management personnel.
Aseparate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Practicing Company Secretary confirming Compliance forms anintegral part of this Report as "ANNEXURE B".
12. DIRECTORS & KEY MANAGERIAL PERSONNEL
(a) Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 ("ACT") and theArticles of Association of the Company Dr. Pasumarthi S N Murthi (DIN : 00051303) Non-Executive Director retires by rotation at the upcoming Eightieth (80*) Annual GeneralMeeting and being eligible offers himself for reappointment.
The resolution seeking approval of the members for reappointment of Dr. Pasumarthi S NMurthi (DIN : 00051303) has been incorporated in the Notice of the Annual General Meetingalong with brief details about him.
(b) Independent Directors:
The Nomination and Remuneration Committee at its meeting held on August 14 2017 haverecommended for re-appointment of Dr. H B N Shetty (DIN : 00015465) Dr. S Vydeeswaran(DIN : 06953739) and Dr. (Ms.) Marie Shiranee Pereira (DIN: 05177560) as IndependentDirectors for second term of five (5) consecutive years effective from the conclusion ofthe ensuing SO^AGM till the conclusion of85*AGM (2022).
The resolutions seeking approval of the members for the re-appointment of the aboveDirectors have been incorporated in the Notice convening the Eightieth (80*) AnnualGeneral Meeting of the Company along with brief details about them.
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 thewebsite of the Company
www.amrutanjan.com . The details of familiarization programmes conducted to theIndependent Directors are available at the web link https://www.amrutanjan.com/pdf/FR.pdf.
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.
(c) Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are - Mr. S Sambhu Prasad Chairman & Managing Director Mr. K KannanChief Financial Officer and Mr. M Srinivasan Company Secretary. There has been no changein the Key Managerial Personnel during the year.
13. BOARD MEETINGS
During the year Four (4) meetings of the Board of Directors were held. The completedetails of the meetings are furnished in the Corporate Governance Report. The interveninggap between any two Meetings was less than 120 days in compliance with the provisions ofSection 173(1) of the Companies Act 2013.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with Rule 8(4) of theCompanies (Accounts) Rules 2014 and SEBI LODR the Board of Directors during the yearcarried out an annual performance evaluation of its own performance the directorsindividually (without participation of the relevant director) and the Chairman.
The evaluation was carried through a structured methodology approved by the Nominationand Remuneration Committee. The criteria for performance evaluation have been detailed inthe Corporate Governance Report.
15. REMUNERATION POLICY
The Remuneration policy of the Company with respect to appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Managerial Personnel of the Companyincluding criteria for determining qualifications positive attributes independence of aDirector and other related matters has been provided in the website of the Company - www.amrutanjan.com. The 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 Nomination and Remuneration Committee to ensure that the Policy onBoard
diversity is considered while recommending the appointment of new directors on theBoard of the Company.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the weblink https://www.amrutanjan.com/pdf/Whistle%20Blower%20 Policy.pdf.
The Policy inter-alia provides fora direct access to the Chairman of theAudit 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.
17. UNCLAIMED SHARES
The Company does not have any unclaimed shares in the demat suspense account orunclaimed suspense account pursuant to SEBI Listing Regulations. Detailed information isprovided in the Corporate Governance Report.
18. STATUTORY AUDITORS &THEIR REPORT
M/s. P.S. Subramania Iyer & Co. Chartered Accountants (ICAI Firm Registration No.004104S) were appointed as Statutory Auditors of the Company at the Seventy Ninth(79") AGM. In compliance with Section 139142 and other applicable provisions of theCompanies Act 2013 ("ACT") read with Companies (Audit and Auditors) Rules2014 the Audit Committee and the Board of Directors of the Company at their meetings heldon August 14 2017 respectively recommended the appointment of M/s. B S R & Co. LLPChartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as Statutory Auditorsfor a term of five (5) years commencing from the conclusion of this AGM (2017) upto theconclusion of the Eighty Fifth AGM (2022) subject to ratification by the members at everyAGM.
The company has obtained written confirmation from M/s. B S R & Co. LLP CharteredAccountants that their appointment if made would be in conformity with the limitsspecified in the Act and that they do notsufferfrom any disqualification under Section 141of the Companies Act 2013 and the rules made thereunder.
The Statutory Auditors' report to the shareholders on the financials for the year endedMarch 31 2017 does not contain any qualification observation or adverse comment.
19. COST AUDITOR
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Board of
Directors at its meeting held on August 14 2017 has appointed Mr. G Thangaraj(Registration No. 100464) Cost Accountant as the Cost Auditor to conduct the cost auditwith respect to OTC business of the Company for the current financial year ending March31 2018. The remuneration has been fixed by the board based on the recommendation of theaudit committee and is required to be approved by the members at the AGM. The noticeconvening the AGM contains the resolution with regard to this. He was also the costauditor for the previous year ended March 312017.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The CSR activities carried out by your Company during the financial year 2016-17 weremainly focused on (a) Animal Welfare(b) Promotion of Education (c) Empowerment of Women
(d) Health and Sanitation (e) Infrastructure development and (f) EnvironmentalProtection. These activities undertaken by the Company are in accordance with Schedule VIIof the Companies Act 2013 the CSR Policy of the Company and as per recommendations ofthe CSR Committee.
The CSR Committee met thrice (3) during the year to oversee the activities programsand execution of initiatives as per the predetermined guidelines of the Board and approvedthe amount to be spent towards CSR. The Board takes pleasure to note that the Company hasspent the entire amount that was mandatorily to be incurred towards the CSR spends for theyear 2016-17. The CSR policy is available on the weblink https://www.amrutanjan.com/pdf/ahcl-csr-policy.pdf. The detailed report on CSR activities carried out during the year are given in "ANNEXUREC".
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules framed thereunderare provided in "ANNEXURED".
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has engaged the services of M/s. P. Sriram and Associates Company Secretaries inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 312017. The Secretarial Audit Report for the financial year ended March 312017 in Form No. MR-3 is attached as "ANNEXURE E" to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
23. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as on March 312017 as per provisions ofSection 92(3) of the Companies Act 2013 is attached as "ANNEXURE F' to thisReport.
24. RELATED PARTYTRANSACTIONS
The related party transaction entered into during the financial year was on an arm'slength basis. There was no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. Particularsof Contracts or Arrangements with Related parties as referred to in Section 188(1) in FormAOC- 2 is attached as "ANNEXUREG".
25. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS/OUTGO
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 "ANNEXUREH"to this Report.
26. DIRECTORS' RESPONSIBILITY STATEMENT
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 2017 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 2017 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.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
28. ENVIRONMENTAL SAFETY AND HEALTH
Your Company is committed to ensure sound Safety Health and Environmental (SHE)performance related to its activities products and services. The Company is takingcontinuous steps to develop Safer Process Technologies and Unit Operations. Your Companyhas been investing heavily in areas such as Process Automation for increased safety andreduction of human error element. Enhanced level of training on Process and Behavior basedsafety adoption of safe & environmental friendly production process ManagementSystem is done on a continuous basis. The Company is committed to continuously takefurther steps to provide a safe and healthy environment.
29. RISK MANAGEMENT POLICY:
Your Company has a Risk Management Policy adopted by the Board. Periodical in-houserisk audits were conducted to detect and mitigate the risks in a timely and effectivemanner. Management Discussion and Analysis Report contain more details on the riskmanagement practiced by the Company.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany between the closure of the financial year 2016-17 and the date of this report.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
Apart from the order passed by the Honorable National Company LawTribunal (NCLT) datedJuly 132017 approving the Scheme of Amalgamation of M/s. Amrutanjan Pharmaessense PrivateLimited with M/s. Amrutanjan Health Care Limited there are no significant and materialorders passed by the Regulators or Courts or Tribunals which would impact the goingconcern status of the Company and its future Operations.
32. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholde Rs.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building
for growth enhancing the productive asset and resource base and nurturing overallcorporate reputation. Your Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positively impact the socio-economicand environmental dimensions and contribute to sustainable growth and development.
33. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual harassment policy in line with 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 contractual temporary trainees) are covered under this policy.
During the year 2016-2017 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.
Amrutanjan Health Care Limited
No.103 Luz Church Road Mylapore Chennai 600 004
Tel : 044-2499 4465 Fax : 044-2499 4585
Email : email@example.com
Website : www.amrutanjan.com