Your Directors have pleasure in presenting the Eighty Sixth (86th)
Annual Report of the Company along with Audited Financial
Statement for the year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
Your directors submit below the financial results for the year ended
March 31, 2023
( in lakh)
Particulars |
For the Current Year ended March 31, 2023 |
For the Previous Year ended March 31, 2022 |
Profit before Interest and Depreciation |
5,893.40 |
9,485.63 |
Less : |
|
|
Interest |
7.71 |
48.45 |
Depreciation & Amortisation |
521.15 |
379.52 |
|
528.86 |
427.97 |
Profit before tax |
5,364.54 |
9,057.66 |
Provision for Taxation |
|
|
- Income Tax |
(1,401.30) |
(2,339.00) |
- Deferred Tax |
20.25 |
0.23 |
|
(1,381.05) |
(2,338.77) |
Profit for the year |
3,983.49 |
6,718.89 |
Add: Net other
comprehensive income not to be reclassified subsequently to profit or loss (net of tax) |
(121.91) |
(63.84) |
Total comprehensive income for the year |
3,861.58 |
6,655.05 |
Surplus from previous year brought forward |
21,472.10 |
16,161.67 |
Profit for Appropriation |
25,333.68 |
22,816.72 |
Appropriations: |
|
|
Final Dividend Paid |
760.00 |
760.00 |
Interim Dividend Paid |
584.62 |
584.62 |
Balance Profit Carried to Balance Sheet |
23,989.06 |
21,472.10 |
|
25,333.68 |
22,816.72 |
Note : The sales/revenue wherever referred in Board's Report and
MDA denotes Gross Sales (net sales plus taxes, discounts and claims), unless explicitly
mentioned as Net Sales.
2. STATE OF AFFAIRS:
Business Performance at a Glance OTC & Beverage
Particulars |
2022-23 |
2021-22 |
Change % |
Production - Tonnes |
1,098.59 |
1,256.59 |
-12.57 |
- Kilo Ltrs |
6,088.64 |
5,186.47 |
17.39 |
Sales Volume - Tonnes |
1,096.16 |
1,197.13 |
-8.43 |
- Kilo Ltrs |
4,461.58 |
4,200.06 |
6.23 |
Net Sales ( in lakh) |
37,963.60 |
40,584.24 |
-6.46 |
Operating EBITDA ( in lakh) |
5,893.40 |
9,485.63 |
-37.87 |
Operating EBITDA Margin (%) |
15.52 |
23.37 |
-33.59 |
3. DIVIDEND i. Interim Dividend:
Your Directors have declared two interim dividends for an aggregate of
2 per equity share of 1/- each (for the year 2022-23). Details of the Interim Dividend
paid are given below:
S. No |
Date of Board Meeting
approving the Dividend |
Rate of dividend |
% of Interim Dividend to
Face value |
Total amount of interim
dividend |
Date of payment |
1. |
November 4, 2022 |
1 |
100% |
292.31 lakh |
November 29, 2022 |
2. |
February 14, 2023 |
1 |
100% |
292.31 lakh |
March 8, 2023 |
|
Total |
2 |
200% |
584.62 lakh |
|
ii. Final Dividend:
The Board, in its meeting held on May 30, 2023, 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 Sixth (86th) 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 the record date to be
announced) in dematerialised mode and in physical mode will be paid final dividend within
30 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, 2023.
5. SHARE CAPITAL
The share capital of the Company as on March 31, 2023 is as follows:
Particulars |
FY23 (Amount in Indian
Rupees) |
FY22 (Amount in Indian
Rupees) |
Authorized Equity Share |
|
|
Capital (Equity Shares of
1/-each) |
51,000,000 |
51,000,000 |
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 & 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, 2023, 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 Secretary's 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 & Sweat Equity) Regulations,
2021 has been obtained and shall be made available for inspection
during the Annual General Meeting of the Company electronically.
(iii) Buyback
On June 30, 2023, the Board of Directors of your Company approved the
buyback of equity shares, for purchase by the Company of up to 3,20,000 equity shares of
face value of 1/- each (being 1.10% of the total number of equity shares in the paid-up
equity capital of the Company) from the shareholders of the Company on a proportionate
basis by way of a tender offer at a price of 900/- per equity share for an aggregate
amount not exceeding 28,80,00,000 excluding tax and transaction costs in accordance with
the provisions contained in the Securities and
Exchange Board of India (Buy-back of Securities) Regulations, 2018, the
Companies Act, 2013 and Rules made thereunder. The Buyback has since been closed with the
acceptance of 3,20,000 equity shares surrendered by the shareholders.
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, 2023. As such, there has been no default in
repayment of deposits or payment of interest thereon during the year. Further, the company
has no deposits which are not in compliance requirements of Chapter V of the Act.
7. FINANCE
The Profit before tax for FY23 was 5,364.54 lakh compared to 9,057.66
lakh for FY22. The Investments, Fixed Deposit, Cash and Cash equivalents has grown from
21,933.69 (as at March 31, 2022) to 22,763.62 (as at March 31, 2023)
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 |
As on |
|
March 31, 2023 |
March 31, 2022 |
Loans (Secured &
Unsecured) |
- |
- |
Investments ( in lakh) |
517.00 |
1,287.50 |
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 Company's
Code of Conduct; c) The PCS Certificate on Corporate Governance d) The
PCS Certificate on Director's eligibility.
The Certificate duly signed by the Chairman & Managing Director and
the Chief Financial Officer on the Financial Statements of the Company for the year ended
March 31, 2023 as submitted to the Board of
Directors at its meeting held on May 30, 2023 pursuant to Regulation
17(8) of the SEBI LODR is also provided under the Report on Corporate Governance. 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.
11. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
As mandated in Regulation 34(2)(f) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Business Responsibility &
Sustainability Report (BRSR') 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 BRSR.
12. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL
PERSONNEL
(a) Non-executive Director:
Dr. Pasumarthi Sathyanarayana Murthi, (DIN 00051303), Non-executive
Non-Independent Director of the Company, had expired on April 9, 2023. Ms. Ramaa Prabhakar
Arikirevula (DIN 09465903), belongs to Promoter Category, has been appointed by the Board
on June 30, 2023 as a Non-executive Non-Independent Director to fill the casual vacancy
caused by the death of Dr. PSN Murthi. The proposal to appoint Ms. Ramaa Prabhakar
Arikirevula as Non-executive Non-
Independent Director subject to retirement by rotation will also be
placed in the 86th Annual General Meeting for members approval.
(b) Independent Directors:
Mr. G. Raghavan, Non-Executive Independent Director of the Company,
will retire at the conclusion of the 86th Annual General Meeting after serving two
consecutive terms. Accordingly, he would cease to be the Independent
Director of the Company with effect from the conclusion of 86th AGM.
However, the Board has approved the recommendation of the Nomination & Remuneration
Committee to appoint Mr. G. Raghavan as Non-Executive Non-Independent Director of the
Company to continue to avail the valuable advice and guidance of Mr. G. Raghavan on Board
matters. The Appointment of Mr. G. Raghavan as Non-Executive Non-Independent Director will
be placed before the shareholders for approval in the 86th Annual General Meeting.
The independent directors have affirmed that they satisfy the criteria
laid down under section 149(6) of the Companies Act 2013, Regulation 16(1)(b) 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 Director's 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. All Independent Directors hold office for a fixed term of
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) to occupy the positions.
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.
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: e) Board level Committees: Audit Committee
(AC'), Risk Management (fiv AsonMarch31,2023,theCompanyhas5
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, during the year 2022-23, is disclosed as under:
S. No |
Name of Members |
Category |
AC |
RMC |
NRC |
SRC |
CSR |
1 |
S. Sambhu Prasad (DIN: 00015729) |
Chairman & Managing
Director (Promoter) |
M |
C |
- |
- |
M |
2 |
Dr. Pasumarthi S.N. Murthi (DIN : 00051303) |
Non-Executive Director
(Promoter) |
- |
- |
M |
M |
- |
3 |
Dr. (Ms.) Marie Shiranee Pereira (DIN:
05177560) (upto 22.09.22) |
Non-Executive &
Independent Director |
- |
- |
- |
<p >- |
- |
4 |
Dr. S. Vydeeswaran (DIN: 06953739) (upto
22.09.22) |
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 |
Ms. Meenalochani Raghunathan (DIN: 07145001)
(effective from 12.08.2022) |
Non-Executive &
Independent Director |
- |
- |
- |
M |
C |
9 |
N. Swaminathan Officer |
ChiefFinancial |
- |
M |
- |
- |
- |
10 |
S. Jeyakanth |
Chief Operating Officer |
- |
M |
- |
- |
- |
13. BOARD MEETINGS
During the year, Four (4) 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 specifies optimum combination
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, of which
inter-alia 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 2022-23, 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%20Blower%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. One complaint was 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 Eighty fifth (85th) AGM held on September 22, 2022, for a second term of
five (5) consecutive years till the conclusion of the ninetieth (90th) Annual General
Meeting of the Company.
The Auditors' Report is provided with the financial statements and
is forming part of the annual report. In their report, the auditors drew the attention to
Note 39 of the financial statements of the Company with respect to a
whistle blower complaint received by the Company. The management had appointed
M/s. Deloitte Touche Tohmatsu India LLP to conduct the forensic audit
on the allegations contained in the whistle blower complaint. The investigation was still
in progress on the date of the report of the Statutory Auditors with respect to contract /
casual labour expenses pertaining to sales activities. The management has subsequently
appointed M/s. PKF
Sridhar & Santhanam, Chartered Accountants, to review the gaps
identified by Deloitte with respect to casual labour payments. Both the reports were
placed before the Board of Directors on 2nd August, 2023 and disclosed to the Stock
Exchanges along with the management comments. The Board of Directors has accepted the
reports with the remarks that the findings did not result in any material impact on the
financials.
During the year, the statutory auditors have not reported to the Audit
Committee any material fraud on the Company by its officers or employees under Section
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
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s SPNP & Associates, Practicing Company Secretaries, to
conduct the secretarial audit of the Company for the financial year 2022- 23.
The secretarial audit reportcertified by the secretarial specified form
MR-3 is annexed herewith auditors,inthe 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 2, 2023, on the recommendation of the Audit Committee has appointed M/s. Geeyes
&
Co (Reg. No. 000044), Cost Accountants, as the Cost
Auditor to conduct the cost audit with respect to OTC business of the
company for the financial year ending
March 31, 2024.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The CSR activities carried out by your Company during the financial
year 2022-23 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 two times (2) during the year to oversee the
activities, programs, and execution of initiatives as per the predetermined guidelines of
the Board and to approve the amount to be spent towards CSR. 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 2022-23.
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 F'.
24.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The ratio of the remuneration of each Director to the median employee
remuneration and such 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
2022-23 will be placed on the website of the Company after the
conclusion of the 86th 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) Rules, 2014 relating to Conservation
of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the financial
year ended March 31, 2023 are furnished in "ANNEXURE H" to this Report.
27. RELATED PARTY TRANSACTIONS
Your Company has no subsidiaries or Joint venture or
Associate companies 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 potential conflict with the interest of the Company at large and
accordingly, applicability of Form AOC-2 does not exist. The related party transactions
consist of remuneration, commission 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: a) that in the preparation of the annual accounts for the
year ended March 31, 2023, the applicable accounting standards had been followed along
with proper explanation relating to material departures. b) 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, 2023 and of the profit of the Company for the
year ended on that date; c) 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. d) that the annual financial statements have
been prepared on a going concern basis. e) that proper internal financial controls were
followed by the Company and that such internal financial controls require further
improvement to ensure that controls are operating effectively. f) 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. 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 and 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 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 2022-23 and the date of this
report except to the extent the buyback of shares as reported in para
5(iii) 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
Company's operations in future. No application has been made or
proceedings pending under Insolvency
& Bankruptcy Code, 2016 in respect of the Company.
33. 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 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 2022-23, 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 and unpaid and unclaimed dividends
lying with the Company as on the date of last Annual General Meeting 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.
Industrial relations continued to remail congenial during the year
under review and 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 02, 2023 |
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
|