Your Directors have pleasure in presenting the Eighty Second (82nd) Annual Report ofthe Company along with the Audited financial statements for the year ended March 31 2019.
1. FINANCIAL RESULTS
| || ||(Rs. in Lakhs) |
|Particulars ||For the Current Year ended 31st March 2019 ||For the Previous Year ended 31st March 2018 |
|Profit before Interest and Depreciation (continuing operations) ||3840.92 ||3412.15 |
|Less: || || |
|Interest ||8.22 ||12.68 |
|Depreciation and Amortization ||315.97 ||290.59 |
| ||324.19 ||303.27 |
|Profit before exceptional items ||3516.73 ||3108.88 |
|Exceptional items ||- ||186.68 |
|Profit before tax ||3516.73 ||3295.56 |
|Provision for taxation || || |
|- Income Tax ||1023.00 ||1320.00 |
|- Deferred Tax ||(6.04) ||(29.36) |
|- Short Provision for Income Tax of earlier years || || |
|Profit from continuing operations ||2499.77 ||2004.92 |
|Loss from discontinued operation after tax ||(48.34) ||(7.62) |
|Profit for the year ||2451.43 ||1997.30 |
|Add: Net other comprehensive income not to be reclassified || || |
|subsequently to profit or loss ||(56.55) ||(25.46) |
|Total comprehensive income for the year ||2394.88 ||1971.84 |
|Surplus from previous year brought forward ||7436.48 ||6141.88 |
|Profit for Appropriation ||9831.36 ||8113.72 |
|Appropriations: || || |
|Final Dividend Paid ||248.46 ||241.15 |
|Tax on Final dividend ||51.07 ||49.09 |
|Interim dividend Paid ||321.54 ||321.54 |
|Tax on Interim Dividend ||66.09 ||65.46 |
|Balance Profit Carried to Balance Sheet ||9144.20 ||7436.48 |
| ||9831.36 ||8113.72 |
Note : The sales/revenue wherever referred in Board's Report and MDA denotes GrossSales (net sales plus taxes and discounts) unless explicitly mentioned as Net Sales.
2. STATE OF AFFAIRS:
Your Company has witnessed a 12.85 % growth in turnover during the financial year2018-19 with total Gross Sales of Rs. 281.31 Crores as against Rs. 249.27 Crores duringthe previous financial year.
Business Performance at a Glance OTC & Beverage
|Particulars ||2018-19 ||2017-18 ||Change % |
|Production-Tonnes ||831.07 ||796.08 ||4.40 |
|- Kilo Ltrs ||4854.54 ||6898.54 ||(29.63) |
|Sales Volume - Tonnes ||809.68 ||740.74 ||9.31 |
|- Kilo Ltrs ||4366.00 ||5994.09 ||(27.16) |
|Net Sale (Rs. in Cr) ||253.23 ||221.53 ||14.31 |
|Operating EBITDA (Rs. in Cr) ||38.41 ||35.99 ||6.72 |
|Operating EBITDA Margin(%) ||15.17 ||16.25 ||(6.65) |
Your Directors have increased the total dividend to Rs. 2.15 per equity share of Re.1/- each (including final dividend recommended by Board of Directors for the year 2018-19)from Rs. 1.95 (adjusted) declared and paid for the previous year. Details of the InterimDividend paid and the final dividend recommended are as below:
i. Interim Dividend:
|S. No. ||Date of Board Meeting approving the Dividend ||Rate of Dividend ||% of Interim Dividend to Face Value ||Total Amount of Interim Dividend (in Rs.) ||Date of Payment |
|1. ||November 1 2018 ||0.55 ||55% ||16076847 ||November 16 2018 |
|2. ||February 12 2019 ||0.55 ||55% ||16076847 ||February 26 2019 |
| ||TOTAL ||1.10 ||110% ||32153694 || |
The Company has borne the entire dividend distribution tax of Rs. 66.09 lakhs towardsthe two interim dividends paid to the equity shareholders.
ii. Final Dividend:
The Board in its meeting held on 23rd May 2019 has recommended a final dividend ofRs. 1.05/- per equity share of face value of Re. 1/- each for the approval of theshareholders in the upcoming Eighty Second (82nd) Annual General Meeting. The dividendpayout is as per the Capital Return Policy voluntarily adopted by the Company which isaccessible through the web- link https://www.amrutanjan.com/pdf/CRP.pdf.
4. SHARE CAPITAL
The paid-up equity share capital as on March 31 2019 was Rs. 29230630 (29230630shares of Re. 1/- each).
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 your Company has not accepted any deposits within the meaning ofprovisions of Chapter V (Acceptance of Deposits by Companies) of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 and was not holding anyamount under Deposit Account as on March 31 2019.
The Profit before tax (before exceptional items) for FY'19 was Rs. 3468.39 lakhscompared to Rs.3092.70 lakhs for FY'18.
The Company was able to improve the bottom-line by successfully identifying expensecentres where there was a possibility of cost reduction.
The cash and cash equivalents & other bank balances have grown from Rs. 7311.29lakhs (as at 31st March 2018) to Rs. 8130.82 lakhs (as at 31st March 2019).
7. 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 details as required under Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 [SEBI LODR] are given below:
|Particulars ||As on 31st March 2019 ||As on 31st March 2018 |
|Loans (Secured & Unsecured) ||- ||- |
|Investments (Rs. in lakhs) ||1751.76 ||758.30 |
|Guarantees (Rs. in lakhs) ||213.24 ||210.40 |
The total amount stated above does not exceed the limit mentioned in section 186 ofCompanies Act 2013.
8. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
In terms of regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI LODR) as amended from time to time theMDA capturing the performance industry trends and other material changes with respect toyour Company is presented in "ANNEXURE A" of this Report.
9. 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) and the following Reports/ Certificates form part of the report :
a) The Report on Corporate Governance ("ANNEXURE B")
b) The Certificate duly signed by the Chairman & Managing Director and ChiefFinancial Officer on the Financial Statements of the Company for the year ended March 312019 as submitted to the Board of Directors at their meeting held on May 23 2019 ;
c) The declaration by the Managing Director & CEO regarding compliance by the Boardmembers and senior management personnel with the Company's Code of Conduct ;
d) The PCS Certificate on Corporate Governance
e) The PCS Certificate on Director's eligibility
10. DIRECTORS KEY MANAGERIAL PERSONNEL & SENIOR 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 Eighty Second (82nd) Annual GeneralMeeting and being eligible offers himself for reappointment.
Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 prescribes that no listed entity shall appoint a person or continue thedirectorship of any person as a non-executive director who has attained the age of seventyfive years unless a special resolution is passed to that effect.
In compliance with the above approval / sanction of the members is being sought atthis AGM to re-appoint Dr. Pasumarthi S N Murthi (DIN 00051303) notwithstanding that hehas already attained the age of 75 years.
(b) Independent Directors :
The independent directors have affirmed that they satisfy the criteria laid down undersection 149(6) of the Companies Act 2013 (Act) and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the Company www.amrutanjan.com. The details of familiarizationprogrammes conducted to the Independent Directors are available at the weblink https://www.amrutanjan.com/pdf/FR.pdf.
(c) Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 2(51) of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr. S Sambhu Prasad Chairman &Managing Director Mr. N Swaminathan Chief Financial Officer and Mr. M SrinivasanCompany Secretary. There was no change in the KMPs during the year.
11. 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.
12. MEETING OF INDEPENDENT DIRECTORS
During the year one (1) separate meeting of Independent Directors was held. In thesaid meeting the independent directors assessed the quality quantity and timeliness offlow of information between the management and the Board and have expressed that thecurrent flow of information and contents were adequate for the Board to effectivelyperform its duties. They also reviewed the performance of the non-independent directorsand the board as a whole and the performance of the Chairperson of the Company taking intoaccount the views of Executive Director and Non-Executive Directors.
13. 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.
The outcome of the evaluation also forms the basis for the Nomination and RemunerationCommittee while considering the appointment/re-appointment of Directors.
14. REMUNERATION POLICY
The Remuneration policy of the Company deals with the appointment of and remunerationto the Executive & Non-executive Directors Key Managerial Personnel and SeniorExecutives of the Company including criteria for determining qualifications positiveattributes independence of a Director and other related matters. It aims to attractrecruit and retain exceptional talent and ensures that the remuneration is performancedriven. The Policy has been provided in the website of the Company https://www.amrutanjan.com/policy.html.The Nomination and Remuneration Committee has also 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.
The details of remuneration paid / payable to the directors during the financial year2018-19 is furnished in the Corporate Governance report annexed to this report.
15. 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 further amendedeffective from 1st April 2019 to comply with the amended SEBI Insider TradingRegulations. The Policy is hosted on the website of the Companyhttps://www.amrutanjan.com/pdf/Whistle%20Blower%20Poli cy.pdf .
The Policy inter-alia provides direct access to the Chairman of the 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.
16. UNCLAIMED SHARES
The details of unclaimed shares held in Unclaimed Shares Suspense Account pursuant toSEBI LODR is provided in the Corporate Governance Report.
17. STATUTORY AUDITORS & THEIR REPROT
M/s. B S R & Co. LLP Chartered Accountants (ICAI Firm Registration No.101248W/W-100022) were appointed as Statutory Auditors at the conclusion of Eightieth(80th) AGM held on September 21 2017 for a period of five (5) years till the conclusionof the Eighty Fifth (85th) Annual General Meeting of the Company. Pursuant to thenotification dated May 7 2018 of the relevant provisions of the Companies (Amendment)Act 2017 and Rule 3 of the Companies (Audit and Auditors) Rules 2018 the ratificationof statutory auditor appointed in the AGM for five years is dispensed with.
The Statutory Auditors' report to the shareholders on the financials for the year endedMarch 31 2019 does not contain any qualification observation or adverse comment.
18. SECRETARIAL AUDITOR & AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s P Sriram & Associates Practicing Company Secretaries as itssecretarial auditor to undertake the secretarial audit for FY 2018-19. The secretarialaudit report certified by the secretarial auditors in the specified form MR-3 is annexedherewith and forms part of this report "Annexure E".
The secretarial audit report does not contain any qualifications reservations oradverse remarks or disclaimer
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 their meeting held on August 132019 has appointed Mr. G Thangaraj (Registration No. 100464) Cost Accountant as the CostAuditor to conduct the cost audit with respect to OTC business of the company for thefinancial year ending March 31 2020. He was also the cost auditor for the previous yearended March 31 2019.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The CSR activities carried out by your Company during the financial year 2018-19 weremainly focused on (a) Animal Welfare (b) Health and Sanitation (c) Promoting Education (d)Environmental Protection (e) Empowerment of Women. The activities undertaken by theCompany are in accordance with Schedule VII of the Companies Act 2013 the CSR Policy ofthe Company and as per recommendations of the CSR Committee.
The CSR Committee met twice (2) during the year to oversee the activities programs andexecution of initiatives as per the predetermined guidelines of the Board and approve theamount 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 2018-19.
The main objectives of CSR policy of the Company are to help build socio-economicdevelopment of the nation through different projects and to ensure environmentalsustainability. The Policy has widened scope to undertake all activities permitted underlaw. The CSR Policy is available on the website of the Company at the web-link https://www.amrutanjan.com/pdf/ahcl-csr-policy.pdf.The detailed report on CSR activities carried out during the financial year is 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 Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in "ANNEXURED".
22. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as on March 31 2019 as per provisions ofSection 92(3) of the Companies Act 2013 is attached as "ANNEXURE F" tothis Report. Also pursuant to Section 134(3) of Companies Act 2013 a copy of Annualreturn of the Company is available on the website of the Company at the web-link https://www.amrutanjan.com/Annualreturn.html.
23. RELATED PARTY TRANSACTIONS
No material significant related party transaction was made by the Company during theyear with Promoters Directors Key Managerial Personnel or other designated persons whichmay have a potential conflict with the interest of the Company at large and accordinglyapplicability of Form AOC-2 does not exist.
24. 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 "ANNEXUREG" to this Report.
25. 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 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
II. that the directors had selected such accounting policies and applied themconsistently and had made judgment and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof 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 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 had been devised to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
26. 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.
27. 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.
28. 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.
29. 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 2018-19 and the date of this report
30. 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 orTribunals which would impact the going concern status of the Company.
31. ENHANCING SHAREHOLDERS VALUE
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.
32. 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 contractualtemporary trainees) are covered under this policy.
An awarness programme on the legal provision of the Act and its practicalimplementation was conducted by an expert during the year for the benefit of employees.
During the year 2018-19 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.
| ||By Order of the Board |
| ||For and on behalf of the Board |
|Place : Chennai ||S Sambhu Prasad |
|Date : May 23 2019 ||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 : email@example.com || |
|Website : www.amrutanjan.com || |