The Directors have pleasure in presenting the Annual Report and Audited
Accounts of your Company for the financial year ended 31st March, 2008.
FINANCIAL RESULTS Year Ended (Rs./lacs)
Other income 2093.14 1570.97
Profit before depreciation 1100.90 1063.24
Depreciation 16.09 16.74
Profit before tax 1084.81 1046.50
Provision for Tax-Current 463.36 418.65
- Provision for Tax-Deferred (325.92) (2.10)
Provision for Fringe Benefit Tax 0.79 0.88
Net Profit after tax 946.58 629.07
Balance brought forward from previous year 1223.58 594.51
Profit Available for Appropriations 2170.16 1223.58
Dividend to Equity Shareholders 198.57
Dividend Tax 33.75
Transfer to General Reserve 300.00
Balance Carried Forward 1637.84 1223.58
During the year under review, gross income amounted to Rs. 2093.14 lacs
as against Rs. 1570.97 lacs during the previous year, registering an
increase of 33.24%. It includes lease rental of Rs. 2000 lacs received
from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease
Agreement executed with ATL. After providing for depreciation and
current/deferred tax, the net profit amounted to Rs.946.58 lacs as
against Rs.629.07 lacs in the previous year, recording a growth of
The directors are pleased to recommend first dividend of 15% per equity
share for the financial year 2007-08 after the revival of the Company
for your approval. There will be no tax deduction at source on dividend
payments, but your company will have to bear tax on dividend @ 16.99%,
inclusive of surcharge.
The dividend, if approved, shall be payable to the shareholders
registered in the books of the company and the beneficial owners as per
details furnished by the depositories, determined with reference to the
book closure from 1st July, 2008 to 17th July, 2008 (both days
The face value of shares of the company has been split from Rs.
10/-each into 5 equity shares of Rs.2/-each w.e.f. 3rd March, 2008, in
pursuance of the resolution passed by the members through postal ballot
on 14th February, 2008.
The Directors decided to seek exemption under Section 212 of the
Companies Act, 1956, from annexing Annual Reports of the subsidiary
companies viz. Artemis Health Sciences Pvt. Ltd., Artemis Medicare
Services Pvt. Ltd., Artemis Life Sciences Pvt. Ltd., Artemis
Mediequipments Pvt. Ltd. and Artemis Medical Institutes Hospitals Pvt.
Ltd. for the financial year ended 31st March, 2008.
The Central Government vide its letter No.47/120/2008-CL-lll dated
March 10, 2008, has accorded its approval under Section 212(8) of the
Companies Act, 1956, from annexing the accounts of the above subsidiary
companies. The information of the subsidiary companies is annexed with
the consolidated accounts attached herewith.
The copy of the Annual Report of the subsidiary companies will be made
available to the shareholders on request and will also be kept for
inspection by any shareholder at the Registered Office of the Company.
The Company has entered into the health care landscape by launching
Artemis Health Institute a state-of-art 500-bed super specialty
hospital in Gurgaon, a unit of Artemis Medicare Services Pvt. Ltd.
(subsidiary of your company).
Artemis Health Institute has been awarded the Most Promising Start-up
Healthcare Company of the Year at The Healthcare Excellence Awards
2008 organised by The Express Group and Express Healthcare. These
awards honour visionaries in the field of Healthcare, Companies with a
consuming passion to touch, heal and renew lives; Companies who believe
in the impossible dream.
The award has been given to Artemis on the basis of criteria like
hospital infrastructure, operational efficiency, expertise of health
care service providers, patient care services, hospital protocols and
processes, marketing, customer relationship management and community
The Directors have also approved a proposal for setting up a facility
to manufacture Speciality Tyres at a cost of Rs.40 crore at land
acquired at Irapuram (Kerala) under Phase-I. This would envisage
introduction of new range of speciality tyres like industrial tyres,
farm implement tyres, floatation tyres etc. which is a niche, high
contribution product segment. Under the Phase-ll, the tyre
manufacturing unit at Kalamassery will be relocated to Irapuram to
produce cross ply tyres. The relocation will also create space within
the city limits of the fast-growing Kalamassery city for growth of
vital residential and commercial infrastructure, in accordance with
Government of Keralas proactive Industrial and Commercial Policy.
The Company is in the process of filing an application with the Central
Government for availing exemption from the requirements of Cost Audit
as your Company does not have its own production due to the Plant being
leased out to Apollo Tyres Ltd.
The comments on the statement of accounts referred to in the Report of
the Auditors are self explanatory.
BOARD OF DIRECTORS
Mrs. Pallavi Shroff was appointed as an Additional Director of the
Company w.e.f. 9th May, 2008. She holds office till the date of the
Annual General Meeting. The Company has received requisite notice
together with deposit, as provided under Section 257 of the Companies
Act, 1956, from a shareholder proposing the appointment of Mrs. Shroff
as a Director liable to retire by rotation.
Mr.K.Jacob Thomas and Mr. P. A. S.Rao, Directors will retire by
rotation at the Annual General Meeting and being eligible, offer
themselves for re-appointment.
None of the Directors are disqualified under Section 274(1) of the
Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the plant was leased out to Apollo Tyres Ltd. during the financial
year ended March 31, 2008 and the Company is not carrying out any
manufacturing activity of its own, no information is required to be
furnished under Section 217 (1) (e) of the Companies Act, 1956.
REPORT ON CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreement, a report on corporate
governance is given inAnnexureAofthis report.
The industrial relations continued to be cordial during the year. There
are no employees during the year drawing remuneration specified under
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975. As such, no particulars are
required to be furnished.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, the Board of Directors of the Company confirms that:
i) in preparation of the Annual Accounts for the year ended March 31,
2008, the applicable accounting standards have been followed and there
has been no material departure;
ii) the selected accounting policies were applied consistently and the
Directors made judgements 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 on March 31, 2008, and of the profit of the Company for the
year ended as on date;
iii) proper and sufficient care has been taken 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; and
iv) the Annual Accounts have been prepared on a going concern basis.
The Directors convey their grateful thanks to the State Governments of
Kerala and Haryana, bankers and employees for their co-operation
extended to the management.
For and on behalf of the Board of Directors
Place : Gurgaon (ONKAR S. KANWAR)
Dated : 9th May, 2008 CHAIRMAN