Amrutanjan Health Care Ltd Directors Report.

Your Directors have pleasure in presenting the Eighty Third (83rd) Annual Report of the Company along with Audited Financial Statement for the year ended March 31,2020.

1. FINANCIAL RESULTS

Your Directors are pleased to furnish below the financial results for the year ended 31st March, 2020.

(Rs. in Lakhs)

Particulars For the Current Year ended 31st March, 2020 For the Previous Year ended 31st March, 2019
Profit before Interest and Depreciation (continuing operations) 3,903.43 3,840.92
Less:
Interest 22.10 8.22
Depreciation and Amortization 435.94 458.04 315.97 324.19
Profit before tax 3,445.39 3,516.73
Provision for taxation
- Income Tax (943.00) (1,023.00)
- Deferred Tax 5.94 6.04
Profit from continuing operations 2,508.33 2,499.77
Loss from discontinued operation after tax - (48.34)
Profit for the year 2,508.33 2,451.43
Add: Other comprehensive income not to be reclassified subsequently to profit or loss (net of tax) (29.37) (56.55)
Total comprehensive income for the year 2,478.96 2,394.88
Surplus from previous year brought forward 9,144.20 7,436.48
Profit for Appropriation 11,623.16 9,831.36
Appropriations:
Final Dividend Paid 306.92 248.46
Tax on Final dividend 63.09 51.07
Interim dividend Paid 613.84 321.54
Tax on Interim Dividend 126.18 66.09
Balance Profit Carried to Balance Sheet 10,513.13 9,144.20
11,623.16 9,831.36

Note : The Sales/revenue wherever referred in Boards Report and MDA denotes Gross Sales (net sales plus taxes and discounts), unless explicitly mentioned as Net Sales.

2. STATE OF AFFAIRS:

Your Company has witnessed a 2.71% growth in turnover during the financial year 2019-20 with total Gross Sales of Rs.28,892.00 Lakhs as against Rs.28,130.97 Lakhs during the previous financial year.

Business Performance at a Glance - OTC & Beverage

Particulars 2019-20 2018-19 Change %
Production - Tonnes 914.21 872.07 4.83
- Kilo Ltrs 4,838.68 4,854.54 (0.33)
Sales Volume - Tonnes 812.97 809.68 0.41
- Kilo Ltrs 3,713.95 4,366.00 (14.93)
Net Sale (Rs. in Lakhs) 26,147.67 25,322.73 3.26
Operating EBITDA 3,903.43 3,840.92 1.61
(Rs. in Lakhs)
Operating EBITDA Margin(%) 14.93 15.17 (158)

3. DIVIDEND

Your Directors have declared two interim dividends for an aggregate Rs. 2.10 per equity share of Re. 1/- each (for the year 2019-20). Details of the Interim Dividend paid are as below:

i. Interim Dividend:

Date of Board Meeting approving the Dividend Rate of Dividend % of Interim Dividend to Face Value Total Amount of Interim Dividend (Rs. in lakhs ) Date of Payment
1. November 7, 2019 0.55 55% 160.77 November 26, 2019
2. February 12, 2020 1.55 155% 453.07 February 26, 2020
TOTAL 2.10 210% 613.84

The Company has borne the entire dividend distribution tax of Rs. 126.18 lakhs towards the two interim dividends paid to the equity shareholders.

ii. Final Dividend:

The Board, in its meeting held on 18th June 2020, has decided that the Interim Dividends paid during the year 2019-20 have adequately covered the maximum amount of distributable profits available for distribution as Dividends for the year. Hence the Board has decided not to recommend any further dividend as final dividend .

4. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2020 was Rs. 2,92,30,630 (2,92,30,630 shares of Re. 1/- each).

Directors state that no disclosure or reporting is required in respect of the following items 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 or otherwise;

(b) Issue of shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of provisions of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and was not holding any amount under Deposit Account as on March 31,2020.

6. FINANCE

The Profit before tax for FY20 was Rs. 3,445.39 lakhs compared to Rs. 3,468.39 lakhs for FY19.

The Investments, Fixed Deposit, Cash and Cash equivalents has grown from Rs. 8,682.33 lakhs (as at 31st March, 2019) to Rs. 10,893.91 lakhs (as at 31st March, 2020).

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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 and Disclosure Requirements) Regulations, 2015 [SEBI LODR] are given below:

Particulars As on 31st March, 2020 As on 31st March, 2019
Loans (Secured & Unsecured) - -
Investments (Rs. in lakhs) 1,820.64 1,751.76
Guarantees (Rs. in lakhs) 213.24 213.24

The total amount stated above does not exceed the limit mentioned in section 186 of Companies Act, 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) as amended from time to time, the MDA capturing the performance, industry trends and other material changes with respect to your 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 V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR) 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 Chief Financial Officer on the Financial Statements of the Company for the year ended March 31,2020 as submitted to the Board of Directors at its meeting held on June 18, 2020 ;

c) The declaration by the Managing Director & CEO regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct ;

d) The PCS Certificate on Corporate Governance

e) The PCS Certificate on Directors eligibility.

10. BUSINESS RESPONSIBILITY REPORT (BRR)

As mandated in Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Amendment Regulations, 2019 (SEBI LODR), the Business Responsibility Report (‘BRR) forms part of the Annual Report as ANNEXURE C. The report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the Ministry of Corporate Affairs is provided in relevant sections of the BRR.

11. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL

(a) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 (‘ACT”) and the Articles of Association of the Company, Dr. Pasumarthi S N Murthi (DIN: 00051303), Non- Executive Director retires by rotation at the upcoming Eighty Third (83rd) Annual General Meeting 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 the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect.

In compliance with the above, approval / sanction of the members is being sought at this AGM to re-appoint Dr. Pasumarthi S N Murthi (DIN 00051303) notwithstanding that he has already attained the age of 75 years.

(b) Independent Directors :

The independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company www.amrutanjan.com. The details of familiarization programmes 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 Key Managerial Personnel of the Company are - Mr. S Sambhu Prasad, Chairman & Managing Director, Mr. N Swaminathan, Chief Financial Officer and Mr. M Srinivasan, Company Secretary. There was no change in the KMPs during the year.

12. BOARD MEETINGS

During the year, Four (4) meetings of the Board of Directors were held. The complete details of the meetings are furnished in the Corporate Governance Report. The intervening gap between any two Meetings was less than 120 days in compliance with the provisions of Section 173(1) of the Companies Act, 2013.

13. MEETING OF INDEPENDENT DIRECTORS

During the year, one (1) separate meeting of Independent Directors was held. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board and have expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties. They also reviewed the performance of the non-independent directors and the board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Director and NonExecutive Directors.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR, the Board of Directors during the year carried out an annual performance evaluation of its own performance, the directors individually (without participation of the relevant director) , and the Chairman.

The evaluation was carried through a structured methodology approved by the Nomination and Remuneration Committee. The criteria for performance evaluation have been detailed in the Corporate Governance Report.

The outcome of the evaluation also forms the basis for the Nomination and Remuneration Committee while considering the appointment/re-appointment of Directors.

15. REMUNERATION POLICY

The Remuneration policy of the Company deals with the appointment of and remuneration to the Executive & Nonexecutive Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. It aims to attract, recruit and retain exceptional talent and ensures that the remuneration is performance driven. 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 diversity appropriate to the business requirements of the Company, which inter-alia specifies optimum combination of Executive Directors, Non-Executive Directors and Independent Directors, the recommendatory requirement for each of the directors to possess functional diversity and role of Nomination and Remuneration Committee to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the company.

The details of remuneration paid / payable to the directors during the financial year 2019-20, are furnished in the Corporate Governance report annexed to this report.

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 (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was further amended effective from 1st April, 2019 to comply with the amended SEBI Insider Trading Regulations. The Policy is hosted on the website of the Company https://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 the Chairman of the Audit Committee and that no complaints were received during the year.

17. UNCLAIMED SHARES

The details of unclaimed shares held in Unclaimed Shares Suspense Account pursuant to SEBI LODR are provided in the Corporate Governance Report.

18. 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 conclusion of the Eighty Fifth (85th) Annual General Meeting of the Company. Pursuant to the notification 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 ratification of 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 ended March 31, 2020 does not contain any qualification, observation or adverse comment.

19. SECRETARIAL AUDITOR & AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P Sriram & Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the secretarial audit for FY 2019-20 The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report “Annexure E”.

The secretarial audit report does not contain any qualifications, reservations or adverse remarks or disclaimer.

20. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors at its meeting held on August 13, 2020 has appointed Mr. G Thangaraj (Registration No. 100464), Cost Accountant, as the Cost Auditor to conduct the cost audit with respect to OTC business of the company for the financial year ending March 31, 2021. He was also the cost auditor for the previous year ended March 31,2020.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The CSR activities carried out by your Company during the financial year 2019-20 were mainly focused on (a) Animal Welfare (b) Health and Sanitation (c) Promoting Education (d) Assistance in COVID-19 pandemic (e) Empowerment of Women. The activities undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013, the CSR Policy of the Company and as per recommendations of the CSR Committee.

The CSR Committee met twice (2) during the year to oversee the activities, programs and execution of initiatives as per the predetermined guidelines of the Board and approve the amount to be spent towards CSR. The Board takes pleasure to inform that the Company has spent the entire amount that was mandatorily to be incurred towards the CSR spends for the year 2019-20.

The main objectives of CSR policy of the Company are to help build socio-economic development of the nation through different projects and to ensure environmental sustainability. The Policy has widened scope to undertake all activities permitted under law. 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 “ANNEXURE D”.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in “ANNEXURE F”.

23. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31,2020 as per provisions of Section 92(3) of the Companies Act, 2013 is attached as "ANNEXURE G" to this Report. Also pursuant to Section 134(3) of Companies Act 2013, a copy of Annual return of the Company is available on the website of the Company at the web-link https://www.amrutanjan.com/Annualreturn.html.

24. RELATED PARTY TRANSACTIONS

No material significant related party transaction was made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and accordingly, applicability of Form AOC-2 does not exist.

25. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS/OUTGO

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in “ANNEXURE H” to this Report.

26. DIRECTORS RESPONSIBILITY STATEMENT

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

I. that in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. that the directors had selected such accounting policies and applied them consistently and had made judgment 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 March 31,2020 and of 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 adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 such internal financial controls are adequate and were operating effectively.

VI. That proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems are 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 the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded. Information provided to management is reliable and timely. Details of the same are provided in the Management Discussion and Analysis Report.

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 taking continuous steps to develop Safer Process Technologies and Unit Operations. Your Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Management System is done on a continuous basis. The Company is committed to continuously take further 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-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner. Management Discussion and Analysis Report contain more details on the risk management 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 the Company between the closure of the financial year 2019-20 and the date of this report.

31. 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 or Tribunals which would impact the going concern status of the Company.

32. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and 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 the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2019-20, no complaints were received by the Company related to sexual Harassment.

34. ACKNOWLEDGEMENT

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

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

By Order of the Board
For and on behalf of the Board
Place : Chennai S Sambhu Prasad
Date : June 18, 2020 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 : shares@amrutanjan.com
Website : www.amrutanjan.com