Amar Remedies Ltd Directors Report.

DIRECTORS REPORT

To,

The Members,

Your Directors are glad to present the Annual Report of the Company and Audited Accounts 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 of Products, under 3 brands - "AMAR", "SMILES" and "FRESH SMILES" in Domestic and International markets and by taking a plunge into Premium Luxury Cosmetic Products your Company has taken another upward step towards success and has 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 year 2011-12 as compared to previous year 2010-11. The Turnover, PAT and PBDIT of the Company is also on upward graph and is representing growth. The Turnover of Rs. 67437.08 Lacs registered 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 Companys PAT grew by 18.88 % as compared to previous year. The PBDIT of the Company was on high rise with an excellent growth by 37.99 % as compared to previous year.

The uninterrupted success is the result of extended contribution and co-operation from Consumers, Bankers & Institutions, Distributors, Super Stockist, C & F Agents, 3 Ultra 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 in respective 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 pressure due to increase in raw material costs, high labor cost and increased packing material costs, and hence will put in additional efforts in curtailing the costs to maintain the bottom line.

Skin Care and Hair Care have always been a rage and consumers are willing to spend more part of their earnings towards luxurious lifestyle, thereby spending on Premium Cosmetics, SPA treatments and Personal Care. Our firm, The Natures Co. has been engaged into fulfilling consumer demands and has successfully served variety of consumers with its existing 9 Stores located at Premium Malls. The upward demand curve and outstanding response from consumers has motivated The Natures Co. to launch additional 3 stores in FY 2011-12 - 1 at Bangalore- Phoenix Market City, 2nd at Mumbai - Infinity Mall 2, Malad and 3rd at Mumbai - R-City Mall, Ghatkopar. Mumbai has always been a centre for consumers intending to live a luxurious lifestyle, thus supported by huge consumer demand and high purchasing power, TNC launched total 3 stores in Mumbai in span of 3 years.

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

The Natures Co, during the year launched many Festive Packages like- Mothers Day Package, Dassehra Package, Diwali Packages and such other packages for various other festivals and events. All these activities have helped in increasing the consumer base for our 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 to increasing input cost. The economy slowdown might also affect expansion, Sales and Profitability. Therefore, the management has decided to conserve the funds and not declare dividend for the Financial Year ended 30th June 2012.

CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY COMPANY

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

Ministry of Corporate affairs, Government of India (MCA) has on 8th February, 2011 issued directions through general circular, exempting Holding Companies from attaching specified 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 information shall be made available to shareholders of the holding subsidiary and Subsidiary Companies seeking 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 Listing Agreements 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 Exchange and 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 the Companies Act 1956, from the public during the year under review.

INSURANCE

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

INDUSTRIAL RELATIONS

The Employees and Workmen of the entire Company form basis for the infinite success of the 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 per month hence so disclosures of particulars of employees are not given.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association 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 Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITORS

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

CORPORATE GOVERNANCE

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

CONSERVATION OF ENERGY RESOURCES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 particulars in respect of conservation of Energy Resources, Technology Absorption and Foreign Exchange Earnings & 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 Directors confirm that:

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

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

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

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

ACKNOWLEDGEMENTS

The Board of Directors would like to thank and appreciate all its Employees who have contributed towards the success of the Company. The Directors are also grateful to the Government, Statutory Authorities, Shareholders, Banking & Financial institutions, Consumers, Suppliers and Business Associates for their support and co-operation put forth for the Companys 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 in the 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 necessary steps are taken to use the energy conservatively. Measures introduced include preventive maintenance 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