Amrutanjan Health Care Ltd Directors Report.

Your Directors have pleasure in presenting the Eighty Fifth (85th) Annual Report of the Company along with Audited Financial Statement for the year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

Your directors are pleased to furnish below the financial results for the year ended March 31, 2022 ( in Lakh)

Particulars For the Current Year ended March 31, 2022 For the Previous Year ended March 31, 2021
Profit before Interest and Depreciation 9,485.63 8,607.42
Less :
Interest 48.45 50.00
Depreciation & Amortisation 379.52 366.97
427.97 416.97
Profit before tax 9,057.66 8,190.45
Provision for Taxation
- Income Tax (2,339.00) (1,973.00)
- Deferred Tax 0.23 (98.41)
Profit for the year 6,718.89 6,119.04
Add: Net other comprehensive income not to be reclassified subsequently to profit or loss (net of tax) (63.84) (2.80)
Total comprehensive income for the year 6,655.05 6,116.24
Surplus from previous year brought forward 16,161.67 10,513.13
Profit for Appropriation 22,816.72 16,629.37
Appropriations:
Final Dividend Paid 760.00 -
Interim Dividend Paid 584.62 467.70
Balance Profit Carried to Balance Sheet 21,472.10 16,161.67
22,816.72 16,629.37

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

2. STATE OF AFFAIRS:

Your Company has witnessed a 23.95% growth in turnover during the financial year 2021-22 with total Gross Sales of 45,585.05 lakh as against 36,778.15 lakh during the previous financial year.

Business Performance at a Glance–OTC & Beverage

Particulars 2021-22 2020-21 Change %
Production - Tonnes 1256.59 1,052.40 19.40
- Kilo Ltrs 5,186.47 2,995.87 73.12
Sales Volume - Tonnes 1,197.13 1,028.12 16.44
- Kilo Ltrs 4,200.06 2,677.99 56.84
Net Sales ( in lakh) 40,584.24 33,284.40 21.93
Operating EBITDA ( in lakh) 9,485.63 8,607.42 10.20
Operating EBITDA Margin (%) 23.37 25.86 -9.63

Impact of the COVID-19 pandemic:

The FY22 started with the entire country facing different variants of the COVID-19 pandemic. Despite the unsettling global developments, Indias economy has bounced back strongly with production & supply reaching pre-COVID levels. The Company was able to cope up with the demand with increased supply and worked on several cost optimization measures to mitigate the inflationary environment. The Company has continued to improve its customer relationships and increased its market share across several segments.

3. DIVIDEND i. Interim Dividend:

Your Directors have declared two interim dividends for an aggregate 2 per equity share of 1/- each (for the year 2021-22). Details of the Interim Dividend paid are given below:

S. Date of No. Board Meeting approving the Dividend Rate of Dividend (in ) % of Interim Dividend to Face Value Total Amount of Interim Dividend ( in Lakh) Date of Payment
1. November 09, 2021 1.00 100% 292.31 November 29, 2021
2. February 11, 2022 1.00 100% 292.31 March 04, 2022
TOTAL 2.00 200% 584.62

ii. Final Dividend:

The Board, in its meeting held on May 24, 2022, has recommended a final dividend of 2.60/- per equity share of face value of 1/- each for the approval of the shareholders in the upcoming Eighty Fifth (85th) Annual General Meeting. The dividend pay-out is as per the Dividend Distribution Policy adopted by the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto. The Dividend Distribution Policy is available on the website of the Company which is accessible through the web- link https://www.amrutanjan.com/pdf/DIVPOLICYJUN21.pdf

The members who are holding shares as on September 15, 2022 in dematerialised mode and in physical mode dividend within 30 willbepaidfinal days of declaration of the dividend. With respect to the shares held in dematerialised form, it would be paid to the members whose names are furnished by NSDL and CDSL as owners on the record date.

4. RESERVES

No amount is proposed to be transferred to reserves for the financial year ended March 31, 2022.

5. SHARE CAPITAL

The share capital of the Company as on March 31, 2022 is as follows:

Particulars FY22 (Amount in Indian Rupees) FY21 (Amount in Indian Rupees)
Authorized Equity Share Capital (Equity Shares of 1/-each) 5,10,00,000 5,10,00,000
Paid-up Equity Share Capital (Equity Shares of 1/-each) 2,92,30,630 2,92,30,630

(i) Directors state that no disclosure or reporting is required in respect of Issue of equity shares with differential rights as to dividend, voting or otherwise as there were no transactions on these items during the year under review.

(ii) Amrutanjan Health Care Limited Employees Stock Option Scheme 2020 (the "Scheme 2020")

Pursuant to approval given by the shareholders in the AGM on September 23, 2020, the Board has been authorised to introduce, offer, issue and provide Options convertible into equity shares to eligible employees of the Company under the Scheme 2020.

In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (now repealed and replaced with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021) as amended from time to time, your Board had authorized the Nomination and Remuneration Committee (‘Compensation Committee) to administer and implement the Scheme 2020 including deciding and reviewing the eligibility criteria for grant and issuance of stock options under the Scheme. The maximum number of shares under the Scheme 2020 shall not exceed 2,92,306 equity shares of 1/- each being 1.00% of the paid-up equity share capital of the Company. The shares under the Scheme 2020 shall be issued by way of secondary acquisition of shares by Amrutanjan Health Care Limited ESOP Trust. Applicable disclosures relating to Employees Stock Options as at March 31, 2022, pursuant to the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended from time to time, are set out in the ANNEXURE A to this Report and the details are also placed on the website of the Company at www.amrutanjan.com. The details of the Plan form part of the notes to accounts of the Financial Statements given in this Annual Report.

Practicing Company Secretarys Certificate to the effect that the Scheme of the Company has been implemented in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and as per the resolution passed by the members of the Company, as prescribed under Regulation 13 of the SEBI (Share Based Employee Benefits 2021 has been obtained and shall be made available for inspection during the Annual General Meeting of the Company electronically.

6. 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, 2022.

7. FINANCE

The Profit before tax for FY22 was 9,057.66 lakh compared to 8,190.45 lakh for FY21. The Investments,  Fixed Deposit, Cash and Cash equivalents has grown from 19,578.43 (as at March 31, 2021) to 21,933.69 (as at March 31, 2022)

8. 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 as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR] are given below

Particulars As on March 31,2022 As on March 31,2021
Loans (Secured & Unsecured) - -
Investments( in Lakh) 1,287.50 1,783.98
Guarantees( in Lakh) 205.44 205.44

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

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the  MDA capturing the financial performance, industry trends and other material changes with respect to your Company is presented in "ANNEXURE B" of this Report.

10. CORPORATE GOVERNANACE

Pursuant to regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR), the following Reports/   Certificates form part of this report. a) The Report on Corporate Governance ("ANNEXURE C") b) The declaration by the Managing Director & CEO regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct; c) The PCS Certificate on Corporate Governance d) The PCS Certificate on Directors eligibility.

The Certificate duly signed by the Chairman & Managing & Sweat Equity) Regulations, Director and the Chief Financial Officer on the Financial Statements of the Company for the year ended March 31,2022 as submitted to the Board of Directors at its meeting held on May 24, 2022 pursuant to Regulation 17(8) of the SEBI LODR is also provided under the Report on Corporate Governance.

11. BUSINESS RESPONSIBILITY REPORT (BRR)

As mandated in Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Business Responsibility Report (‘BRR) forms part of the Annual Report as ANNEXURE D. 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.

12. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL

(a) Non-executive Director:

In accordance with the provisions of the Companies Act, 2013 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 Fifth (85th) Annual General Meeting and being eligible, offers himself for reappointment.

Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

The Board at its meeting held on August 12, 2022, had recommended the above re-appointment and separate Resolution shall be placed before the members for their approval at the ensuing AGM.

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:

Dr. S. Vydeeswaran and Dr. Marie Shiranee Pereira, Non- Executive Independent Directors of the Company, retire at the conclusion of the 85th Annual General Meeting after serving two consecutive terms. Accordingly, they would cease to be the Directors of the Company with effect from that date. The Board places on record its appreciation for the extensive contribution rendered by Dr. S. Vydeeswaran and Dr. Marie Shiranee Pereira during their tenure in office The Board at its meeting held on August 12, 2022, appointed Ms. Meenalochani Raghunathan  (DIN:07145001) as an Additional (Non-Executive

Independent) Director of the Company, based on the recommendation of the Nomination & Remuneration Committee effective from August 12, 2022, and who holds office up-to the conclusion of the forthcoming Annual General Meeting. The Company has received notice from a member under section 160 of the Companies Act, 2013 signifying his intention to propose Ms. Meenalochani Raghunathan as a candidate for the for a fixed office shareholders for the appointment of Ms. Meenalochani  Raghunathan as Non-executive Independent Director up to 11th August 2027 at the forthcoming Annual General Meeting.

The independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 and Regulation 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Section 150 of the Companies Act, 2013 read with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs (‘IICA) for a period of one year or five years or life time till they continue to hold the office of an independent director and have passed the proficiency test, if applicable to them. of AllIndependentDirectorshold five years and are not liable to retire by rotation.

In the opinion of the Board, all the independent directors have integrity, expertise, and experience (including proficiency).

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 programme 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.

(d) Committees of the Board:

As on March 31,2022, the Company has 5 (five) Board level Committees: Audit Committee (‘AC), Risk Management Committee (‘RMC), Nomination and Remuneration Committee /Compensation Committee (‘NRC), Stakeholders Relationship Committee (‘SRC) and Corporate Social Responsibility Committee (‘CSR). The composition of the above committees, as on March 31, 2022, is disclosed as under:

S.No Name of Members Category AC RMC NRC SRC CSR
1 S. Sambhu Prasad (DIN: 00015729) Executive Director (Chairman & Managing Director) M C - - M
2 Dr. Pasumarthi S N Murthi (DIN : 00051303) Non-Executive and Promoter Director - - M M -
3 Dr. (Ms.) Marie Shiranee Pereira (DIN: 05177560) Non-Executive & Independent Director - - - - -
4 Dr. S Vydeeswaran (DIN: 06953739) Non-Executive & Independent Director - - M M C
5 G. Raghavan (DIN :00820000) Non-Executive & Independent Director M M C - -
6 Raja Venkataraman (DIN: 00669376) Non-Executive & Independent Director C M - - M
7 Muralidharan Swayambunathan (DIN: 09198315) Non-Executive & Independent Director M M M C M
8 N. Swaminathan Chief Financial Officer - M - - -

C: Chairperson and M: Member

13. BOARD MEETINGS

During the year, Five (5) meetings of the Board of Directors were held. 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. The complete details of the meetings are furnished in the Report on Corporate Governance. which forms part of this annual report.

14. 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 considering the views of  Executive Director and Non- Executive Directors.

15. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in contributing to its success. Adequate diversity on the Board is essential to meet the challenges of business globalization, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge, and geographical backgrounds. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board. The policy is available at the website of the Company at www.amrutanjan.com.

16. BOARD EVALUATION

Pursuant to Section 134 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 reappointment of Directors.

17. REMUNERATION POLICY

The Remuneration policy of the Company deals with the appointment of and remuneration to the Executive & Non- executive 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 can be accessed in the website of the Company through the link – 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 role of Nomination and Remuneration Committee is 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 2021-22, are furnished in the Report on Corporate Governance annexed to this report.

18. WHISTLE BLOWER MECHANISM

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 April 1, 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%20 Blower%20Policy.pdf The Policy inter-alia provides direct access to the Chairman of the Audit Committee.

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

19. UNCLAIMED SHARES

The details of unclaimed shares held in Unclaimed Shares Suspense Account pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate

Governance annexed to this report.

20.STATUTORY AUDITORS & THEIR REPORT

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 and are eligible term of five forre-appointment for the second and final consecutive years.

M/s. B S R & Co. LLP have given their consent for their re-appointment as Statutory Auditors of the Company and has issued certificate confirming that their reappointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (‘the Act) and the rules made thereunder.

M/s. B S R & Co. LLP have confirmedthat they are eligible for the proposed appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2022, is unmodified i.e. it does not contain any reservation or adverse remark or disclaimer. The

Auditors Report is enclosed with the financial statements forming part of the annual report.

During the year, the statutory auditors have not reported to the Audit Committee any material fraud on the Company by its officers 143(12) of the Companies Act, 2013 requiring disclosure under Section 134(3) (ca) of the Companies Act, 2013.

21. SECRETARIAL AUDITOR & AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with the Companies erent projects and to ensure environmental (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s SPNP & Associates, Practicing Company Secretaries, conduct the secretarial audit of the Company for the financial year 2021- 22.

The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report as "ANNEXURE E".

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

22. COST AUDITOR

The Company is required to maintain cost records in respect of its OTC products and accordingly such accounts and records are made and maintained. 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 12, 2022, on recommendation of the Audit Committee has appointed Mr. G. Thangaraj (Reg. 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, 2023. The Cost Auditor has confirmed that his appointment is within the limits of Section 141(3) (g) of the

Companies Act, 2013 and have also certified that he is free from any Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying his independence and arms length relationship with your Company. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the shareholders. The Board recommends the same for approval by shareholders at the ensuing Annual General Meeting. with the interest

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The CSR activities carried out by your Company during the financial year 2021-22 were mainly focused on (a)

Animal Welfare (b) Health and Sanitation (c) Promoting Education and (d) Environment. 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 four times (4) during the year to oversee the activities, programs, and execution of initiatives as per the predetermined guidelines of the Board and approved the amount to be spent towards CSR.or employees under Section The Board takes pleasure to inform that the Company has spent more than the mandatory amount to be incurred towards the CSR spends for the year 2021-22.

The main objectives of CSR policy of the Company are to help build socio-economic development of the nation through 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 F.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures and comparative analysis pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "ANNEXURE G.

25. ANNUAL RETURN

A copy of the Annual Return referred to in Section 134(3) (a) and 92(3) of the Companies Act, 2013 in respect of FY 2021-22 will be placed on the website of the Company after the conclusion of the 85th AGM in the web-link https://www.amrutanjan.com/Annualreturn.html.

26. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) specifiedunder Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the financial year ended March 31, 2022 are furnished in "ANNEXURE H" to this Report

27. RELATED PARTY TRANSACTIONS

Your Company has no subsidiaries during the year under review. 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 the Company potential conflict at large and accordingly, applicability of Form AOC-2 does not exist. The related party transactions consist of remuneration, commission, dividend and sitting fees paid to the KMPs and Non-executive Directors which are detailed in the financial statements.

28. 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, 2022, 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, 2022 and of the profit of the Company for the year ended on that date; III. that proper and sufficient care has been taken 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. Those proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

29. 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.

The internal control system is subject to continuous improvement, with system effectiveness, assessed regularly. Information provided to management is reliable and timely. Company ensures the reliability of financial reporting and compliance with laws regulations. The Details of the same are provided in the Management Discussion and Analysis Report

30. RISK MANAGEMENT POLICY

In accordance with the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from May 05, 2021, your Company has formed a Risk Management Committee effective June 29, 2021 and has put in place an enterprise wide Risk Management Framework with the objective of timely identification of risks, assessment and evaluation of such risks in line with the overall business objectives or strategies and define adequate mitigation strategy and adopted Risk Management Policy 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

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no change in the nature of the business of the Company during the year. There were no material changes and commitments affecting the financial position of the Company between the closure of the financial year 2021-22 and the date of this report

32.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 and Companys operations in future. No application has been made or proceedings pending under Insolvency & Bankruptcy Code, 2016 in respect of the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies

Act, 2013. The Company has obtained a certificate from a Company Secretary in Practice that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of the Company by the SEBI / Ministry of Corporate affairs or any such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

In terms of Section 118(10) of the Act, the Company has complied with all the applicable Secretarial Standards i.e. SS-1, SS-2 and SS-4, relating to the ‘Meetings of the Board, ‘General Meetings and ‘Report of the Board of Directors respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

33.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

34.POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a Policy on Prevention of  Sexual Harassment 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 2021-22, no complaints were received by the committee related to sexual harassment.

35. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013, dividend which remain unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government.

The details of unclaimed dividend transferred to IEPF are furnished in the Report on Corporate Governance. The details of unpaid and unclaimed dividends lying with the Company as on the date of last Annual General Meeting and the same has been uploaded on the website of the Company https://www.amrutanjan.com/si.html

36. 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:August 12, 2022 Chairman & 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