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Amrutanjan Health Care Directors Report, Amrutanjan Heal Reports by Directors
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Amrutanjan Health Care
BSE: 590006|NSE: AMRUTANJAN|ISIN: INE098F01015|SECTOR: Pharmaceuticals
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« Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors have pleasure in presenting their report on the
 financial results of the company for the Seventy Fourth year, along
 with the audited Balance Sheet as on 31st March, 2011 and the Profit
 and Loss Account for the year ended 31st March, 2011.
 
 1.  Financial Results
 
 Your Directors are pleased to furnish below the financial results for
 the year ended 31st March, 2011.
 
 Particulars                For the Current Year   For the Previous Year
                          ended 31st March, 2011  ended 31st March, 2010
                                             Rs.                     Rs.
 
 Profit before Interest 
 and Depreciation                   18,15,12,661            18,67,66,845
 
 Less: Interest           30,15,993                 3,44,632
 
 Depreciation           1,76,74,382              1,25,67,607
 
                                      2,06,90,375            1,29,12,239
 
 Profit before 
 extraordinary items                 16,08,22,286           17,38,54,606
 
 Exceptional items                              -            1,93,61,883
 
 Prior year adjustments (Net)                   -             (5,67,971)
 
 Profit before tax                   16,08,22,286           19,26,48,518
 
 Provision for taxation
 
 -Income Tax                        (4,15,00,000)          (7,50,00,000)
 
 - Deferred Tax                     (1,01,96,739)              39,20,515 
 
 Short Provision for Income Tax
 of earlier years                      (1,42,658)               (36,936)
 
 Profit after tax before
 exceptional items                   10,89,82,889           12,15,32,097
 
 Extraordinary Items (Net of
 Tax)                                 (21,90,580)            (34,42,731)
 
 Net Profit                          10,67,92,309           11,80,99,366
 
 Add:
 
 Transfer from Profit & 
 Loss Account
 
 - Surplus from previous year 
 brought forward                     25,64,09,950           25,14,84,812
 
 Profit for Appropriation            36,32,02,259           36,95,84,178
 
 Appropriations:
 
 General Reserve                      5,00,00,000           50,00,00,000
 
 Transfer to Contingency Reserve        25,00,000            1,00,00,000
 
 Interim Dividend Paid                1,51,50,000            1,51,50,000
 
 Tax on Interim Dividend                25,74,743              25,74,743
 
 Final Dividend - Proposed            2,92,30,630            3,03,00,000
 
 Tax on Proposed Final Dividend         47,41,940              51,49,485
 
 Balance Profit carried to 
 Balance Sheet                       25,90,04,946           25,64,09,950
 
                                     36,32,02,259           36,95,84,178
 
 2.  DIVIDEND
 
 Your Directors, considering the profits projected for the year 2010-11,
 have declared and paid an interim dividend of 50% (Rs.5/- per share) on
 the equity share capital of Rs. 303.00 lakhs amounting to Rs.151.50
 lakhs during the year. Further, your directors have pleasure in
 recommending a final dividend of 100% (Rs.10/- per share) for the year
 ended 31st March, 2011 amounting to Rs.292.31 lakhs. The Company will
 bear the dividend distribution tax of Rs.47.42 lakhs.
 
 3.  DIVISIONS
 
 During April 2011 a new division was launched under the name & style
 Amrutanjan Pain Management Center also known as CARE Specialized Pain
 Management Center. It is Chennai''s first and only comprehensive pain
 management center.
 
 CARE Specialized Pain Management Center caters to treatment of various
 kinds of pain - right from chronic headaches, joint aches and migraines
 to carpel tunnel syndrome, Complex Regional Pain Syndrome and cancer
 related pains, just to name a few. The center houses the latest in
 technology, central and locally acting treatments and minimally
 invasive procedures from around the world, helping patients benefit
 from the best pain management and treatment regimes.
 
 During May 2011, the division, Pharmaessense Chemistry Services
 Division, was transferred to a wholly owned Subsidiary Company viz.,
 Amrutanjan Pharmaessense Private Limited with all its assets and
 liabilities, excluding land.
 
 All these activities were done, only with the approval of the
 shareholders'' through postal ballot resolutions, the details of which
 are given in the Corporate Governance Report, found elsewhere in this
 Report.
 
 4.  PERFORMANCE OF YOUR COMPANY
 
 The Total Gross Sales of the Company for the year ended 31st March,
 2011 has increased by 17% compared to the previous year and was at Rs.
 109.78 crores. Sales crossed the 100 crore mark for the 1st time in the
 history of the Company.  The Company''s Gross Sales across segments
 stood at Rs. 107.75 crores while Shiva''s Soft Drink Private Limited was
 Rs.2.03 crores.
 
 5.  BUY-BACK OF SHARES
 
 Your Company brought back 106937 shares of face value Rs.10/- each at
 Rs.900/- per share which amounts to less than 10% of the paid up share
 capital & free reserves for the Financial Year ended 31st March 2010,
 through the tender offer method. The same was approved by the Board in
 May 2011 and the offer was open between July 4th and July 18th.
 Consequent to the buyback, the promoters'' holding has gone up by 1.78%.
 
 6.  FIXED DEPOSITS
 
 Your Company has neither accepted nor renewed any deposits since
 September, 2000.
 
 7.  DIRECTORS
 
 Mr. A. Satishkumar, Director retires by rotation and being eligible,
 offers himself to be reappointed.
 
 8.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your directors confirm as under:
 
 i. that in the preparation of the annual accounts, 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 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 31st March, 2011 and of the profit of
 the Company for the year ended on that date;
 
 iii. that the directors had 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. that the directors had prepared the annual accounts on a ''going
 concern'' basis.
 
 9.  CORPORATE GOVERNANCE
 
 The Company has complied with the mandatory provisions of the Corporate
 Governance as prescribed in the Listing agreement entered into with
 Madras Stock Exchange Limited.  The report on Corporate Governance and
 Management Discussion and Analysis are found elsewhere in this Report.
 
 10.  SUBSIDIARY COMPANIES
 
 Data Quest Infotech & Enterprises Limited
 
 This Company had filed an application under the Simplified Exit Scheme
 of the Ministry of Corporate Affairs and the same has been approved by
 the Registrar of Companies. However, Amrutanjan Health Care Limited has
 stood guarantee for future claims and liabilities.
 
 Holistic Beauty Care Limited
 
 There was no commercial operations during the year under review. The
 Board of the said Company is considering various options and the most
 viable option would be pursued with, in the near future.
 
 Siva''s Soft Drink Private Limited
 
 This Company was acquired during February 2011 by way of transfer of
 shares vide an agreement, approved by the Board of Directors of your
 Company.
 
 As of 31st July, 2011 this Company has shown Net Sales of Rs. 901.13
 lakhs and a Net Profit of Rs.80.80 lakhs. The plant is located at
 Aranvoyal Village, Thiruvallur District. This plant caters to
 manufacture and sale of fruit drinks, which come under three flavors,
 viz., mango, grape and apple under the brand name & trademark
 ''Fruitnik''.
 
 11.  Consolidated Financial Statement
 
 The holding companies are exempt from publishing the accounts of
 subsidiaries subject to fulfillment of certain conditions vide Circular
 No.2/2011 dated 2nd February, 2011 issued by the Ministry of Corporate
 Affairs.
 
 However, the financial statements of the subsidiaries viz., Holistic
 Beauty Care Limited and Siva''s Soft Drink Private Limtied, have been
 prepared and form part of the Consolidated Financial Statements.
 
 12.  Conservation of Energy / Technology Absorption and Foreign
 Exchange Earnings / Outgo
 
 The particulars prescribed by the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 are furnished in the
 annexure to this report.
 
 13.  Particulars of Employees
 
 Information as per Section 217(2A) of the Companies Act, 1956, read
 with Companies (Particulars of Employees) Rules, 1975 is given in the
 annexure forming part of this report.
 
 14.  Auditors
 
 The Auditors, M/s. P.S. Subramania Iyer & Co., Chartered Accountants,
 hold office upto the date of the ensuing Annual General Meeting and are
 eligible for re-appointment. As required under the provisions of
 Section 224(1B) of the Companies Act, 1956, the Company has obtained
 written confirmation from M/s. P.S. Subramania Iyer & Co., that their
 appointment, if made, would be in conformity with the limits specified
 in the said section.
 
 15.  Cost Auditor
 
 The Company has received the approval from the Central Government for
 appointment of Mr. G. Thangaraj, Cost Accountant as the Cost Auditor to
 conduct the audit of Cost records maintained by the Company in respect
 of the Formulations and Bulk Drugs business for the year ended 31st
 March, 2011.
 
 16. Acknowledgement
 
 The Board of Directors expresses its sincere appreciation to all the
 shareholders, customers and well wishers of the Company for their
 co-operation and support extended to the Company and looks forward to
 their continued patronage in the years to come.
 
 The Board of Directors also expresses its gratitude and places on
 record its sincere appreciation to Punjab National Bank, HDFC Bank
 Limited, the concerned departments of State and Central Governments,
 Employees, the Union for their valuable assistance, support and
 excellent co-operation extended to the Company and looks forward to
 their continued patronage in the years to come.
 
                                            Dr. H.B.N. Shetty
 
                                            Dr. Pasumarthi S.N. Murthi
 
                                            D. Seetharama Rao
 
                        S. Sambhu Prasad    A. Satish Kumar
                        Managing Director   Directors
 
 Chennai 
 08.08.2011
Source : Dion Global Solutions Limited
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