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
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