Directors Report of Amrutanjan Health Care Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Eighty Eighth (88^th) Annual Report of the Company along with Audited
Financial Statement for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Your Directors submit below the financial results for the year ended March 31, 2025

Particulars	For the Current Year ended March 31, 2025		For the Previous Year ended March 31, 2024
Profit before Interest and Depreciation		7,587.93	6,815.96
Less:
Interest	21.92		15.67
Depreciation & Amortisation	652.61	674.53	605.69 621.36
Profit before tax		6,913.40	6,194.60
Provision for Taxation
- Income Tax	(1,797.26)		(1,594.15)
- Deferred Tax	(32.67)	(1,829.93)	(103.19) (1,697.34)
Profit for the year		5,083.47	4,497.26
Add: Net other comprehensive income not to be reclassified subsequently to profit or loss		(79.22)	15.05
Total comprehensive income for the year		5,004.25	4,512.31
Surplus from previous year brought forward		23,621.31	23,989.06
Profit for Appropriation		28,625.56	28,501.37
Appropriations:
Final Dividend Paid		751.68	751.66
Interim Dividend Paid		578.22	578.22
Buy-back of Equity Shares			3,546.98
Transfer to Capital Redemption reserve			3.20
Balance Profit Carried to Balance Sheet		27,295.66	23,621.31
		28,625.56	28,501.37

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	2024-25	2023-24	Change %
Production - Tonnes	1,186.68 |	1,159.41	2.35
- Kilo Ltrs	5,745.39	6,772.73	(15.17)
Sales Volume - Tonnes	1,138.53	1,112.70	2.32
- Kilo Ltrs	3,827.59	5,275.05	(27.44)
Net Sales (^ in lakhs)	45,181.63	42,123.05	7.26
Operating EBITDA (^ in lakhs)	5,820.06	5,181.13	12.33
Operating EBITDA Margin (%)	12.88%	12.30%	4.73

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
7074-75). 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 (^ in lakhs)	Date of payment
1.	November 12, 2024	^1	100%	289.11	November 15, 2024
2.	February 12, 2025	^1	100%	289.11	February 15, 2025
	Total	^2	200%	578.22

ii. Final Dividend:

The Board, in its meeting held on May 15, 2025, 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 Eighth (88^th)
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.amrutanian.com/pdf/
DIVPOLICYJUN21.pdf

The members who are holding shares (as on
September 16, 2025) 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, 2025.

5. SHARE CAPITAL

The share capital of the Company as on March 31,
2025 is as follows:

Particulars	FY25 (Amount in Indian Rupees)	FY24 (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	2,89,10,630	2,89,10,630

(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, 2025,
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.amrutanian.
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.

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, 2025. 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 with requirements of
Chapter V of the Act.

7. FINANCE

The Profit before tax for FY25 was ^6,913.40
lakhs compared to ^6,194.60 lakhs for FY24. The
Investments, Fixed Deposit, Cash and Cash equivalents
was at ^23,954.41 as on March 31, 2025 (^22,167.03
as on March 31, 2024)

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	As on March
	31, 2025	31, 2024
Loans (Secured & Unsecured)	-	-
Investments (^ in lakhs)	4.51	4.36
Guarantees (^ in lakhs)	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)

I n 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 Practicing Company Secretary Certificate on
Corporate Governance.

d) The Practicing Company Secretary 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 31,2025 as submitted to the Board of
Directors at its meeting held on May 15, 2025 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.

(d) Committees of the Board:

As on March 31, 2025, 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, during the year 2024-25, is disclosed as under:

Sr. No.	Name of Members	Category	AC RMC NRC SRC CSR
1.	Mr. S. Sambhu Prasad (DIN:00015729)	Executive Director, Chairman & Managing Director	M C - - M
2.	Mr. G. Raghavan (DIN :00820000)	Non-Executive & Non-Independent Director	- m - - -

Sr. No.	Name of Members	Category	AC	RMC	NRC	SRC	CSR
3.	Mr. Raja Venkataraman (DIN:00669376)	Non-Executive & Independent Director	C	M	-	-	M
4.	Mr. Muralidharan Swayambunathan (DIN: 09198315)	Non-Executive & Independent Director	M	M	C	C	M
5.	Ms. Meenalochani Raghunathan (DIN: 07145001)	Non-Executive & Independent Director			M	M	C
6.	Ms. Ramaa Prabhakar Arikirevula (DIN:09465903)	Non-Executive & Non-Independent Director			M	M	M
7.	Mr. V. Nagarai (DIN:00190903)	Non-Executive & Independent Director	-	M	M	-	-
8.	Mr. N. Swaminathan	Chief Financial Officer	-	M	-	-	-
9.	Mr. S. Jeyakanth	Chief Operating Officer (Supply Chain & Product Delivery)	-	M	-	-	-

12. DIRECTORS, KEY MANAGERIAL
PERSONNEL & SENIOR MANAGERIAL
PERSONNEL

(a) Non-executive Director:

I n accordance with the provisions of the Companies
Act, 2013 (‘Act”) and the Articles of Association of the
Company, Mr. Raghavan Govindan (DIN: 00820000),
Non- Executive Director, retires by rotation at the
upcoming Eighty Eighth (88^th) Annual General
Meeting. Mr. Raghavan has expressed his desire not
to seek re-appointment at the AGM. The NRC and the
Board in their respective meetings held on August
12, 2025 have resolved accordingly and are not
recommending the candidature of Mr. Raghavan for
re-appointment.

(b) Independent Directors:

The Board at its meeting held on August 13, 2024,
appointed Mr. V. Nagaraj (DIN: 00190903) as an
Additional Director (Non-Executive Independent)
of the Company, based on the recommendation of
Nomination & Remuneration Committee for a period
of five years with effect from August 13, 2024 up to
August 12, 2029, which was subsequently approved
by the shareholders at the Annual General Meeting
held on September 23, 2024.

The Independent Directors have affirmed that they
satisfy the criteria laid down under section 149(6)
of the Companies Act, 2013 (Act) and 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 Rules 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 lifetime till they
continue to hold the office of an Independent Directors
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.

I n 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 the
Certificate from 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.amrutanian.com. The details
of familiarization programme conducted to the
Independent Directors are available at the weblink
https://www.amrutanian.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 as on March 31, 2025 are -
Mr. S Sambhu Prasad, Chairman & Managing Director,
Mr. N Swaminathan, Chief Financial Officer and Mr. M
Srinivasan, Company Secretary.

Mr. M Srinivasan, Company Secretary has retired with
effect from May 31, 2025. Consequently Mr. Gagan
Preet Singh is appointed as Company Secretary and
Compliance Officer at the Board meeting held on May
15, 2025 with effect from June 1, 2025.

There was no change in the KMPs during financial year
2024-25.

13. BOARD MEETINGS

During the year, six (6) 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.amrutanian.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
re-appointment 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.amrutanian.
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 2024-25, 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.
amrutanian.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.

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 (85^th) AGM held on September 22, 2022,
for a second term of five (5) years till the conclusion
of the ninetieth (90^th) Annual General Meeting of
the Company.

The Auditors'' Report on the financial statements of the
Company for the financial year ended March 31, 2025,
is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer. The
Auditors'' Report is enclosed with the financial
statements forming part of the annual report.

With reference to clause 2B(f) of the Report, the
Company has used SAP accounting software for
maintaining its books of account which has a feature

of recording audit trail (edit log) facility and there were
no instances of tampering of audit trail for the period
mentioned in the audit report. The desired standards
were not met for few accounting softwares and hence
the auditors were unable to check and comment on
the same.

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 2024-25.

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

No observation was reported in the FY 2024-25.

Furthermore, pursuant to the amended provisions
of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Section 204 of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors
have approved and recommended the appointment
of M/s. SPNP & Associates. Practicing Company
Secretaries (Firm Registration Number: FR/CHENNAI
CENTRAL/102/2020) as the Secretarial Auditors of
the Company for a term of 5 (Five) consecutive years
from the FY 2025-26 till FY 2029-30, subject to the
approval of the Members at ensuing AGM.

Brief profile and other details of M/s. SPNP &
Associates, Practicing Company Secretaries, are
disclosed in the AGM Notice approved by the Board.
They have given their consent to act as Secretarial
Auditors of the Company and have confirmed their
eligibility for the appointment. The Secretarial Auditor
has confirmed that they have subjected themselves
to the peer review process of Institute of Company
Secretaries of India (ICSI) and hold valid certificate
issued by the Peer Review Board of the ICSI.

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, 2025, on recommendation of the
Audit Committee has appointed Mr. Geeyes & Co (Reg.
No. 000044), 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, 2026.

23. CORPORATE SOCIAL RESPONSIBILITY
(CSR) INITIATIVES

The CSR activities carried out by your Company during
the financial year 2024-25 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 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
2024-25.

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.amrutanian.
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 2024-25 will be placed on the website
of the Company after the conclusion of the 88^th
AGM in the web-link https://www.amrutanian.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, 2025 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
Form AOC-2 as required under Section 134(3)(h) of the
Act, read with Rule 8(2) of the Companies (Accounts)
Rules 2014, is attached as part of this report vide
ANNEXURE I.

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, 2025,
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, 2025 and of the profit of the Company for the
year ended on that date.

III. 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.

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.

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 2024-25 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
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 2024-25, the status of the complaints
received by the committee related to sexual
harassment given below:

The number of sexual harassment complaints Nil
received during the year.

The number of such complaints disposed of Nil
during the year.

The number of cases pending for a period Nil
exceeding ninety days.

35. STATEMENT ON MATERNITY BENEFIT
COMPLIANCE:

The Company affirms that it has duly complied with
the provisions of Maternity Benefit Act, 1961 during
the financial year. The eligible employees, if any, were
provided maternity benefits as prescribed under the
Act and the Company continues to ensure a supportive
work environment for women employees during and
after maternity.

36. 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 and the same
has been uploaded on the website of the Company
https://www.amrutanian.com/si.html

37. ACKNOWLEDGEMENT

The Directors wish to express their sincere
appreciation to all the Government Departments,
Bankers, Customers, Distributors, Suppliers and the
shareholders and all other stakeholders 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

Place: Chennai ^{S Sambhu Prasad}

Date: August 12, 2025 Chairman & Managing Director

Registered Office:

Amrutanjan Health Care Limited
CIN:L24231TN1936PLC000017

No. 103, (Old No. 42-45), Luz Church Road, Mylapore,

Chennai 600 004

Tel : [phone]

Email : [e-mail]

Website : www.amrutanian.com

---

Mar 31, 2024

Your Directors have pleasure in presenting the Eighty Seventh (87^th) Annual Report of the Company along with Audited Financial Statement for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

Your directors submit below the financial results for the year ended 31^st March 2024

('' in lakhs)

Particulars	For the Current Year ended March 31, 2024		For the Previous Year ended March 31, 2023
Profit before Interest and Depreciation		6,815.96	5,893.40
Less :
Interest	15.67		7.71
Depreciation & Amortisation	605.69	621.36	521.15 528.86
Profit before tax		6,194.60	5,364.54
Provision for Taxation
- Income Tax	(1,594.15)		(1,401.30)
- Deferred Tax	(103.19)	(1,697.34)	20.25 (1,381.05)
Profit for the year		4,497.26	3,983.49
Add: Net other comprehensive income not to be reclassified subsequently to profit or loss (net of tax)		15.05	(121.91)
Total comprehensive income for the year		4,512.31	3,861.58
Surplus from previous year brought forward		23,989.06	21,472.10
Profit for Appropriation		28,501.37	25,333.68
Appropriations:
Final Dividend Paid		751.66	760.00
Interim Dividend Paid		578.22	584.62
Buy-back of Equity Shares (including tax)		3,546.98	-
Transfer to Capital Redemption reserve		3.20	-
Balance Profit Carried to Balance Sheet		23,621.31	23,989.06
		28,501.37	25,333.68

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	2023-24	2022-23	Change %
Production - Tonnes	1,159.41	1,098.59	5.54
- Kilo Ltrs	6,772.73	6,088.64	11.24
Sales Volume - Tonnes	1,112.70	1,096.16	1.51
- Kilo Ltrs	5,275.05	4,461.58	18.23
Net Sales ('' in Lakhs)	42,123.05	37,963.60	10.96
Operating EBITDA ('' in Lakhs)	5,181.13	4,439.23	16.71
Operating EBITDA Margin (%)	12.30	11.69	5.19

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 2023-24). Details of the Interim Dividend paid are given below:

S. No	Date of Board Meeting approving the Dividend	Dividend per Share	% of Interim Dividend to Face value	Total amount of interim dividend ('' in Lakhs)	Date of payment
1.	November 10, 2023	'' 1	100%	289.11	December 05, 2023
2.	February 09, 2024	'' 1	100%	289.11	March 5, 2024
	Total	'' 2	200%	578.22

ii. Final Dividend:

The Board in its meeting held on May 23, 2024, 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 Seventh (87^th) 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/DIVPQLICY3UN21.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, 2024.

5. SHARE CAPITAL

The share capital of the Company as on March 31, 2024 is as follows:

Particulars	FY24(Amount in	FY23(Amount in
	Indian Rupees)	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	2,89,10,630	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 ESQP Trust. Applicable disclosures relating to Employees Stock Options as at March 31, 2024, 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 at 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 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 been subscribed in full 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, 2024. 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 with requirements of Chapter V of the Act.

7. FINANCE

The Profit before tax for FY24 was ''6,194.60 lakhs compared to ''5,364.54 lakhs for FY23. The Investments, Fixed Deposit, Cash and Cash equivalents was at ''22,167.03 as on 31^st March, 2024 (''22,763.62 as on 31^st March, 2023)

S. No	Name of Members	Category	AC	RMC	NRC	SRC	CSR
1.	Mr. S. Sambhu Prasad (DIN: 00015729)	Executive Director Chairman & Managing Director	M	C	-	-	M
2.	Mr. G. Raghavan (DIN :00820000)	Non-Executive & Non-Independent Director	-	M	-	-	-
3.	Mr. Raja Venkataraman (DIN: 00669376)	Non-Executive & Independent Director	C	M	-	-	M
4.	Mr. Muralidharan Swayambunathan (DIN: 09198315)	Non-Executive & Independent Director	M	M	C	C	M
5.	Ms. Meenalochani Raghunathan (DIN: 07145001)	Non-Executive & Independent Director			M	M	C
6.	Ms. Ramaa Prabhakar Arikirevula (DIN: 09465903)	Non-Executive & Non-Independent Director			M	M	M
7.	Mr. N. Swaminathan	Chief Financial Officer	-	M	-	-	-
8.	Mr. S. Jeyakanth	Chief Operating Officer (Supply Chain & Product Delivery)	-	M	-	-	-

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 31st March, 2024	As on 31st March, 2023
Loans (Secured & Unsecured)	-	-
Investments ('' in lakhs)	4.36	517.00
Guarantees ('' in lakhs)	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 31,2024 as submitted to the Board of Directors at its meeting held on May 23, 2024 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) ofthe 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:

In accordance with the provisions of the Companies Act, 2013 (''Act") and the Articles of Association of the Company, Ms. Ramaa Prabhakar Arikirevula (DIN: 09465903), Non- Executive Director, retires by rotation at the upcoming Eighty Seventh (87^th) Annual General Meeting and being eligible, offers herself for reappointment.

(b) Independent Directors:

The Board at its meeting held on August 13, 2024, appointed Mr. V. Nagaraj (DIN: 00190903) as an Additional Director (Non-Executive Independent) of the Company, based on the recommendation of Nomination & Remuneration Committee effective from 13.08.2024 who holds office up to the conclusion of the forthcoming Annual General Meeting. The Company is seeking approval of the shareholders for the appointment of Mr. V. Nagaraj as Non-Executive Independent Director up to August 12, 2029, 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 (Act) and 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 Rules 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 lifetime 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 the Certificate from 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.

C: Chairperson and M: Member

13. BOARD MEETINGS

During the year, six (6) 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 NonExecutive 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.

(d) Committees of the Board:

As on March 31, 2024, 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, during the year 2023-24, is disclosed as under:

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 re-appointment 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

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 2023-24.

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 for the FY 2023-24 contains the following observations

Observation: The Constitution of Audit Committee and Nomination & Remuneration Committee between the period 21^st September 2023 to 25^th September, 2023 were not in line with SEBI (LODR) Regulation, 2015

Management Comments: The Regulation regarding composition of Audit Committee and Nomination & Remuneration committee was not complied for 3 days due to change in designation of Mr. G. Raghavan effective after the AGM dated 21.09.2023. A Circular Resolution dated 25.09.2023 was floated immediately for reconstitution of Committees to comply with the SEBI (LODR) Regulation, 2015. However, no meeting of these Committees was held during the period of non-compliance for 3 days.

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 13, 2024, on recommendation of the Audit Committee has appointed Mr. Geeyes & Co (Reg. No. 000044), 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, 2025.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The CSR activities carried out by your Company during the financial year 2023-24 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 three times (3) during the year to oversee the activities, programs, and execution of initiatives as per the predetermined guidelines of the Board and 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 2023-24.

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

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 2023-24, 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 1^st April 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. The same was investigated and closed within the financial year. There was no financial impact arising out of the said complaint.

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 (85^th) AGM held on September 22, 2022, for a second term of five (5) years till the conclusion of the ninetieth (90^th) Annual General Meeting of the Company.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2024, is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

With reference to clause 2B(f) of the Report, the Company has used SAP accounting software for maintaining its books of account. Since a few audit procedures conducted on the accounting software did not meet the desired standards, auditors were unable to comment on whether audit trail feature was enabled and operated through the year and on instances of tampering of audit trail.

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) ofthe Companies Act, 2013.

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 2023-24 will be placed on the website of the Company after the conclusion of the 87^th 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 31^st March, 2024 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 Form AOC-2 as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide ANNEXURE I.

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, 2024, 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, 2024 and of the profit of the Company for the year ended on that date;

III. 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.

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.

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 2023-24 and the date of this report. The Board of Directors has approved a capital investment of ''123 crores during FY 25 in the project to set up a new plant for manufacturing sanitary napkins. This initiative would cater to the needs growing demand for sanitary napkins both in domestic and export markets and to leverage opportunities to pursue product level design innovation.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material order 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 2023-24, 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 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: 13.08.2024 Chairman & Managing Director

Registered Office:

Amrutanjan Health Care Limited

CIN:L24231TN1936PLC000017

No.103, Luz Church Road, Mylapore, Chennai 600 004

Tel : [phone]

Email : [e-mail]

Website : www.amrutanjan.com

---

Mar 31, 2023

The Directors have pleasure in presenting the Eighty Sixth (86^th) 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

(Rs. 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	528.86	379.52 427.97
Profit before tax		5,364.54	9,057.66
Provision for Taxation
- Income Tax	(1,401.30)		(2,339.00)
- Deferred Tax	20.25	(1,381.05)	0.23 (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	?1	100%	292.31 lakh	November
	4, 2022				29, 2022
2.	February	?1	100%	292.31 lakh	March 8,
	14, 2023				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 (86^th) 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:

	FY23	FY22
Particulars	(Amount in	(Amount in
	Indian Rupees)	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 NonIndependent Director subject to retirement by rotation will also be placed in the 86^th 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 86^th Annual General Meeting after serving two consecutive

(d) Committees of the Board:

As on March 31, 2023, 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, during the year 2022-23, is disclosed as under:

S. No	Name of Members	Category	AC	RMC	NRC	SRC	CSR
1	S. Sambhu Prasad	Chairman & Managing	M	C			M
	(DIN: 00015729)	Director (Promoter)
2	Dr. Pasumarthi S.N. Murthi	Non-Executive			M	M
	(DIN : 00051303)	Director (Promoter)
3	Dr. (Ms.) Marie Shiranee Pereira	Non-Executive &
	(DIN: 05177560) (upto 22.09.22)	Independent Director
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	Non-Executive &	M	M	M	C	M
	(DIN: 09198315)	Independent Director
8	Ms. Meenalochani Raghunathan (DIN: 07145001) (effective from 12.08.2022)	Non-Executive & Independent Director	-	-	-	M	C
9	N. Swaminathan	Chief Financial Officer	-	M	-	-	-
10	S. Jeyakanth	Chief Operating Officer	-	M	-	-	-

terms. Accordingly, he would cease to be the Independent Director of the Company with effect from the conclusion of 86^th 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 86^th 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.

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

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 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 (85^th) AGM held on September 22, 2022, for a second term of five (5) consecutive years till the conclusion of the ninetieth (90^th) 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 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 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 haswidened 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 86^th 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.

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Mar 31, 2018

The Directors have pleasure in presenting the Eighty First (81^st) Annual Report of the Company along with the Audited financial statements for the year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	For the Current Year ended 31 March 2018		For the Previous Year ended 31 March 2017
Profit before Interest and Depreciation		3,412.15		3,728.00
Less: Interest	12.68		13.44
Depreciation & Amortisation	290.59	303.27	204.79	218.23
Profit Before exceptional items		3,108.88		3,509.77
Exceptional Items		186.68		-
Profit from continuing operations before tax		3,295.56		3,509.77
Provision for Taxation
- Income Tax		(1,320.00)		(1,167.18)
-Deferred Tax		29.36		(31.60)
-Short Provision for Income Tax of earlier years		-		-
Profit from continuing operations		2,004.92		2,310.99
Loss from discontinued operation after tax		(7.62)		(131.08)
Profit for the year		1,997.30		2,179.91
Net other comprehensive income not to be reclassifed subsequently to profit or loss		(25.46)		(41.69)
Total comprehensive income for the year		1,971.84		2,138.22
Add:
Transfer from Profit & Loss Account		-		-
- Surplus from previous year brought forward		6,141.88		4,390.65
Profit for Appropriation		8,113.72		6,528.87
Appropriations:
Final Dividend paid		241.15		-
Tax on Final Dividend		49.09		-
Interim Dividend paid		321.54		321.54
Tax on Interim Dividend		65.46		65.46
Balance Profit Carried to Balance Sheet		7,436.48		6,141.88
		8,113.72		6,528.87

2. PERFORMANCE OF YOUR COMPANY

Your Company witnessed a 6.51% growth in turnover during the financial year 2017-18 with total Gross Sales of Rs. 249.27 Crores as against Rs. 234.01 Crores during the previous financial year.

OTC and Beverages Business - Performance at a Glance

Particulars	2017-18	2016-17	CHANGE %
Production - Tonnes	796.08	824.93	(3.50)
Kilo Ltrs	6898.54	6183.25	11.57
Sales Volume -Tonnes	740.74	733.21	1.03
Kilo Ltrs	5994.09	6294.04	(4.77)
Sale Value (in Crores)	224.71	217.19	3.46
Operating EBITDA (in Crores)	36.09	36.94	(2.32)
Operating EBITDA Margin (%)	16.06	17.01	(5.59)

3. DIVIDEND

The Board of Directors after considering the profits projected for the year 2017-18, had declared and paid two interim dividends during the year. Details of the Interim Dividend paid and the final dividend recommended are as below:

i. Interim Dividend:

S. No.	Date of Board Meeting approving the Dividend	Rate of Dividend (in Rs.) per share of Rs. 2 each	% of Interim Dividend to Face Value	Total Amount of Interim Dividend (in Rs.)	Date of Payment
1.	November 9, 2017	1.10	55%	1,60,76,847	November 22, 2017
2.	February 13, 2018	1.10	55%	1,60,76,847	February 28, 2018
	TOTAL	2.20	110%	3,21,53,694

The Company has borne the entire dividend distribution tax of Rs.65.46 lakhs towards the two interim dividends paid to the equity shareholders.

ii. Final Dividend:

The Board has proposed a final dividend of Re. 0.85/- per equity share of face value of Re. 1/- each subject to the approval of the shareholders in the upcoming Eighty First (81^st) Annual General Meeting. The members who are holding shares as on September 10, 2018 in dematerialised mode and the members holding shares as on September 17, 2018 in physical mode will be paid 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. The dividend is paid as per the Capital Return Policy of t h e C o m p a n y a v a i l a b l e a t t h e w e b - l i n k https://www.amrutanjan.com/pdf/CRP.pdf.

4. AMOUNT CARRIED FORWARD TO RESERVES

No amount was carried forward to reserves for the year ended March 31, 2018.

5. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2018 was Rs.2,92,30,630 (1,46,15,315 shares of Rs. 2/- each). During the FY 2018-19 the Company has sub- divided each share of Rs. 2/-(Rupees Two only) to 2 (Two) shares of Re. 1/- (Rupee One only) each.

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

(b) Issue of shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme;

6. FIXED DEPOSITS

During the year under review, your Company did not accept 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 Fixed Deposit Account as on March 31, 2018.

7. FINANCE

The cash and cash equivalent as at March 31, 2018 was Rs. 29.24 Crores. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

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 with Companies (Meetings of Board and its Powers) Rules, 2014 and details as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) are given in Notes to the Financial Statements.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the MDA report of the Company capturing the performance, industry trends and other material changes with respect to your Company are presented in “ANNEXURE A” of this Report.

10. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR) and the following Reports/ Certificates form part of this report :

a) The Management Discussion& Analysis Report (“ANNEXURE A”)

b) The Report on Corporate Governance (“ANNEXURE B”)

c) The Certificate duly signed by the Chairman & Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2018 as submitted to the Board of Directors at its meeting held on May 24, 2018 ;

d) The declaration by the Chairman and Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct ;

e) The PCS Certificate on Corporate Governance

11. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL

(a) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 (‘Act”) and the Articles of Association of the Company, Dr. Pasumarthi S N Murthi (DIN: 00051303), Non- Executive Director who retires by rotation at the upcoming Eighty First (81^st) Annual General Meeting and being eligible, offers himself for reappointment.

The notice convening the AGM includes the proposal for his reappointment.

(b) Continuation of Directorship

At the 80^th Annual General Meeting of the Company held on September 21, 2017, the Shareholders have re-appointed Dr. H B N Shetty (DIN : 00015465), Independent Director for a period of five (5) years from the conclusion of the Eightieth (80^th) Annual General Meeting upto the conclusion of Eighty Fifth (85^th) Annual General Meeting.

In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval / sanction of the members be and is hereby sought for continuation of office by Dr. H B N Shetty (DIN: 00015465), Independent Director of the Company whose term expires at the conclusion of 85^th Annual General Meeting notwithstanding that he has already attained the age of 75 years .

The notice convening the AGM includes the proposal for continuation of existing tenure of directorship.

(c) Independent Directors :

The Nomination and Remuneration Committee at its meeting held on August 9, 2018, has recommended the re-appointment of Mr. G Raghavan (DIN:00820000) & Mr. V Swaminathan (DIN:06953687), as Independent Directors, for a second term of five (5) consecutive years effective from the conclusion of the ensuing 81^st AGM till the conclusion of 86^th AGM (2023).

The resolutions seeking approval of the members for the re-appointment of the above Directors have been incorporated in the Notice convening the Eighty First (81^st) Annual General Meeting of the Company along with brief details about them.

The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Act that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company www.amrutanjan.com. The details of familiarisation programmes conducted to the Independent Directors are available at the weblink https://www.amrutanjan.com/pdf/FR.pdf

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

(d) Key Managerial Personnel :

Pursuant to the provisions of Section 2(51) of the Act, the Key Managerial Personnel of the Company are - Mr. S Sambhu Prasad, Chairman & Managing Director, Mr. N Swaminathan, Chief Financial Officer (appointed w.e.f November 9, 2017) and Mr. M Srinivasan, Company Secretary.

Mr. K Kannan, Chief Financial Officer, resigned from the services of the Company w.e.f August 31, 2017.

12. BOARD MEETINGS

During the year, Four (4) meetings of the Board of Directors were held. The complete details of the meetings are furnished in the Corporate Governance Report. 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.

13. 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 taking into account the views of Executive Director and NonExecutive Directors.

14. BOARD EVALUATION

Pursuant to the provisions 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 appointment / re-appointment of Directors.

15. REMUNERATION POLICY

The Remuneration policy of the Company with respect to appointment and remuneration of the 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 has been provided in the website of the Company - https://www.amrutanjan.com/policjihtml The Nomination and Remuneration Committee has 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 recommendatory requirement for each of the directors to possess functional diversity and role of Nomination and Remuneration Committee 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 2017-18, is furnished in the Corporate Governance report annexed to this report of the board of directors

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 hosted on the website of the Company https://www.amrutanjan.com/pdf/Whistle%20Blower%20Policy.pdf

The Policy inter-alia provides a 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.

17. UNCLAIMED SHARES

The details of the shares held in demat suspense account pursuant to SEBI LODR is provided in the Corporate Governance Report.

18. 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 (80^th) AGM held on September 21, 2017 for a period of five (5) years till the conclusion of the Eighty Fifth (85^th) Annual General Meeting of the Company. Pursuant to the notification dated May 7, 2018 of the relevant provisions of the Companies (Amendment) Act, 2017 and Rule 3 of the Companies (Audit and Auditors) Rules, 2018, the ratification of statutory auditor appointed in the AGM for five (5) years is dispensed with.

M/s. B S R & Co. LLP, Chartered Accountants have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India (ICAI). The Statutory Auditors’ report to the shareholders on the financials for the year ended March 31, 2018 does not contain any qualification, observation or adverse comment.

19. SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P Sriram & Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the secretarial audit for FY 2017-18. The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report “Annexure E”.

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

20. COST AUDITOR

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 9, 2018 has appointed Mr.G Thangaraj (Registration No. 100464), Cost Accountant as the Cost Auditor to conduct the cost audit of the company for current financial year ending March 31, 2019. The remuneration has been fixed by the board based on the recommendation of the audit committee and is required to be approved by the members at the AGM. The notice convening the AGM contains the resolution with regard to this. He was also the cost auditor for the previous year ended March 31, 2018.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The CSR activities carried out by your Company during the financial year 2017-18 were mainly focused on (a) Protection of National Heritage (b) Animal Welfare (c) Health and Sanitation (d) Promoting Education (e) Environmental Protection and (f) Empowerment of Women. 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 twice (2) during the year to oversee the activities, programs and execution of initiatives as per the predetermined guidelines of the Board and approve the amount to be spent towards CSR. The Board takes pleasure to note that the Company has spent the entire amount that was mandatorily to be incurred towards the CSR spends for the year 2017-18. 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 year is given in “ANNEXURE C”.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in “ANNEXURE D”.

23. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31, 2018 as per provisions of Section 92(3) of the Companies Act, 2013 is attached as “ANNEXURE F” to this Report.

24. RELATED PARTY TRANSACTIONS

Pursuant to the merger of the erstwhile Wholly Owned Subsidiary, Amrutanjan Pharmaessence Private Limited vide order passed by the National Company Law Tribunal (NCLT), Chennai dated July 13, 2017, 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.

25. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN 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 are furnished in “ANNEXURE G” to this Report.

26. 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, 2018, the applicable accounting standards had been followed and there were no 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, 2018 and of the profit of the Company for the year ended on that date;

III. 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;

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. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

27. 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 and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report.

28. ENVIRONMENTAL, SAFETY AND HEALTH

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Management

System is done on a continuous basis. The Company is committed to continuously take further steps to provide a safe and healthy environment.

29. RISK MANAGEMENT POLICY :

Your Company has a Risk Management Policy adopted 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.

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

There were no material changes and commitments affecting the financial position of the Company between the closure of the financial year 2017-18 and the date of this report.

31. 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.

32. 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.

33. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy 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 2017-2018, no complaints were received by the Company related to Sexual Harassment.

34. 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.

For and on behalf of the Board

Place: Chennai S Sambhu Prasad

Date: August 9, 2018 Chairman and Managing Director

Registered Office:

Amrutanjan Health Care Limited

CIN: L24231TN1936PLC000017

No.103,(42-45), Luz Church Road, Mylapore, Chennai 600 004

Tel : [phone]; Fax : [phone]

Email : shares @amrutanjan.com

Website : www.amrutanjan.com

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Mar 31, 2015

Dear Members,

The Board of Directors take pleasure in presenting their report on the performance of the Company for the Seventy Eighth year along with the audited Balance Sheet as on March 31,2015 and the Profit and Loss account for the year ended on that date.

1. FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31,2015 are summarized below:

Particulars For the Current Year ended 31st March, 2015

Profit before Interest and Depreciation 29,37,34,294

Interest 46,47,200

Depreciation and Amortization 2,35,17,545 2,81,64,745

Profit before exceptional items 26,55,69,549

Exceptional items -

Prior year adjustments (Net) -

Profit before tax 26,55,69,549

Provision for taxation

- Income Tax (9,20,00,000)

- Deferred Tax (7,17,687)

- Short Provision for Income Tax of earlier years -

Profit after tax before extraordinary items 17,28,51,862

Extraordinary Items (Net of Tax) -

Net Profit 17,28,51,862

Add:

Transfer from Profit & Loss Account -

- Surplus from previous year brought forward 0,57,36,623

Profit for Appropriation 57,85,88,485

Appropriations:

General Reserve 50,00,000

CSR Expenditure 17,00,000

Reserve Interim Dividend Paid 1,60,76,847

Tax on Interim Dividend 32,14,424

Final Dividend - Proposed 3,50,76,756

Tax on Proposed Final Dividend 70,13,289

Balance Profit carried to Balance Sheet 51,05,07,169

57,85,88,485

Particulars For the Previous Year ended 31st March, 2014

Profit before Interest and Depreciation 26,07,46,685

Interest 1,61,89,699

Depreciation and Amortization 3,20,22,717 4,82,12,416

Profit before exceptional items 21,25,34,269

Exceptional items -

Prior year adjustments (Net) -

Profit before tax 21,25,34,269

Provision for taxation

- Income Tax (7,15,00,000)

- Deferred Tax 41,97,349

- Short Provision for Income Tax of earlier years -

Profit after tax before extraordinary items 14,52,31,618

Extraordinary Items (Net of Tax) -

Net Profit 14,52,31,618

Add:

Transfer from Profit & Loss Account -

- Surplus from previous year brought forward 36,52,22,408

Profit for Appropriation 51,04,54,026

Appropriations:

General Reserve 5,00,00,000

CSR Expenditure -

Reserve Interim Dividend Paid 1,46,15,315

Tax on Interim Dividend 24,83,875

Final Dividend - Proposed 3,21,53,693

Tax on Proposed Final Dividend 54,64,520

Balance Profit carried to Balance Sheet 40,57,36,623

51,04,54,026

2. PERFORMANCE OF THE COMPANY

The total Gross Sales of the company for the year ended March 31, 2015 was Rs. 170.62 Crores compared to the previous year Gross Sales of Rs. 144.40 Crores thereby recording an increase of approximately 18%.

OTC and Beverages Business - Performance At Glance

2014-15 2013-14 CHANGE %

Production-tonnes 677.21 628.51 7.75

Sales Volume - tonnes 668.34 615.15 8.64

Sale Value (in Crore) 170.62 144.40 18.16

Operating EBITDA (in Crore) 29.37 26.07 12.65

Operating EBITDA Margin (%) 17.98 18.78 (0.80)

Highlights of segment-wise performance and state of affairs are discussed in detail in the Management Discussion and Analysis Report attached as ANNEXURE - A.

3. DIVIDEND

The Directors, considering the profits projected for the year 2014- 2015, had declared and paid interim dividend of 55% (Rs. 1.10/- per share) on the equity share capital of Rs. 292.31 lakhs amounting to Rs.160.77 lakhs during the year. Further, the Directors take pleasure in recommending a final dividend of 120 % (Rs. 2.40 per share) for the year ended March 31, 2015 amounting to Rs. 350.77 Lakhs. The Company will bear the dividend distribution tax of Rs. 102.27 Lakhs (Rs. 32.14 Lakhs for interim dividend and Rs. 70.13 Lakhs for final dividend).

4. AMOUNT CARRIED FORWARD TO RESERVES

The Company proposes to carry an amount of Rs. 50.00 lakhs to General Reserves for the year ending March 31,2015.

5. SHARE CAPITAL

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

(b) Issue of shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme;

6. FIXED DEPOSITS

During the year under review, your Company did not accept 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 Fixed Deposit Account as on March 31,2015.

7. FINANCE

The cash and cash equivalent as at March 31,2015 was Rs. 37.59 Crores. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

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 are given in Note No. 14 of the Notes to the Financial Statements.

9. CORPORATE GOVERNANACE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming Compliance, forms an integral part of this Report as ANNEXURE - B.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company at the Board Meeting held on 27th October, 2014 approved a Policy on CSR and the Policy is hosted on the website of the Company. The CSR Committee of the Company comprises of Mr. S. Sambhu Prasad, Dr. H.B.N. Shetty and Dr. S. Vydeeswaran as Members.

As part of CSR initiatives, your Company during the financial year 2014-15 has funded projects in the areas of Animal Welfare, Promoting Education and Empowering Women as explained in Annexure A. These projects are in accordance with Schedule VII of the Companies Act, 2013. A detailed report on CSR initiatives and Spend are given in ANNEXURE - C. The CSR Committee met on 5th February, 2015 to oversee the activities, programs and execution of initiatives as per the predetermined guidelines of the Board and had approved the CSR spend to the tune of Rs. 17 Lakhs incurred during the year.

The actual amount that should have been spent for the financial year amounts to Rs. 26,58,557/- being 2% of the average net profits for the last three financial years. The Company could not spend the balance amount of Rs. 9,58,557/- before 31st March 2015 as the Company was in the process of identifying non-governmental organisations, seeking funds for their various projects, which meets the CSR policy of the Company.

11. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

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

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Dr.Pasumarthi S.N.Murthi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. G. Raghavan and Mr. V. Swaminathan were inducted as Additional Directors (Independent) by the Board on 15th May, 2015 on account of the resignation of Mr. A. Satish Kumar (resigned on 23rd February, 2015) and the demise of Mr. D. Seetharama Rao (expired on 13th April, 2015). The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

The Board of Directors seeks your support for passing of the resolutions for appointment/reappointment of the above directors.

At the Board Meeting held on 5th February, 2015 Mr. K. Kannan, Chief Financial Officer was designated as "Key Managerial Personnel (KMP)" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. M. Srinivasan was appointed as "Company Secretary" effective from July 27, 2015 pursuant to provisions of Sections 2(51), 203 and 205 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and was also designated as Compliance Officer for the purpose of compliances under the Listing Agreement.

The Company provided suitable training to independent directors to familiarize them with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the Company operates, business model of the Company, etc.

13. BOARD EVALUATION

Pursuant to the provisions of Rule 4 of the Companies (Accounts) Rules, 2014, the Board has carried out an annual performance evaluation of its own, the directors individually as well as the working of its Committees (Audit, Nomination & Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered / evaluated the Boards' performance, Performance of the Chairman & Managing Director and other Non-independent Directors.

The exercise was carried out through an evaluation process covering various aspects of the Board's functioning such as composition of the Board and committees, frequency of meetings, administration of meeting, flow of information to the Board, experience and competencies, performance of specific duties and obligations, disclosure of information to stakeholders, etc.

The Company has also devised a Policy on Board Diversity detailing the functional, strategic and structural diversity of the Board.

14. REMUNERATION POLICY

The Remuneration policy of the Company with respect to appointment and remuneration of the 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 has been provided in the website of the Company www.amrutanjan.com.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits as set out in the said Rules are provided in ANNEXURE - D.

Disclosures 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 also provided in ANNEXURE-D.

16. BOARD MEETINGS

During the year, 4 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Section 173(1) of the Companies Act, 2013.

17. 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) of the Companies Act, 2013:

I. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

II. that the directors had selected such accounting policies and applied consistently and judgment and estimates have been made 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, 2015 and of the profit of the Company for the year ended on that date;

III. 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;

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. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

18. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 , your Company engaged the services of M/s. P Sriram and Associates, Company Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015.

The Secretarial Audit Report (in Form MR-3) is attached to this Report as ANNEXURE - E.

19. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31,2015 as per provisions of Section 92(3) of the Companies Act, 2013 is attached to this Report as ANNEXURE - F.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

This is discussed in detail in the Management Discussion and Analysis Report.

21. ENVIRONMENTAL, SAFETY AND HEALTH

The Company is committed to ensure sound Safety, Health and Environmental performance related to its activities, products and services. The Company is taking continuous steps to develop Safer Process Technologies and Unit Operations. The Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, monitoring and periodical review of the designed Safety Management System is done on a continuous basis. The Company is committed to continuously take further steps to provide a safe and healthy environment.

22. RISK MANAGEMENT POLICY :

The company has taken adequate steps towards management and mitigation of risks in a timely and effective manner. Your company has ensured that , with proper Risk Control Matrix(RCM), timely detection of risks is possible and effective control measures could be adopted for easy resilience of any damage arising thereof. Management Discussion and Analysis Report contained more details on the risk management policy of the Company.

23. SUBSIDIARY COMPANY

The Gross sales of the Company's subsidiary Amrutanjan Pharmaessense Pvt Ltd was Rs. 3.47 Crores as against the Gross sales Rs. 3.06 Crores during the previous year. Information in form AOC-1 with respect to the subsidiary company as required under Section 129(3) of the Companies Act 2013 is also attached to the financial statements of the Company as an Annexure.

24. CONSOLIDATED FINANCIAL STATEMENTS

The financial statements of the subsidiary M/s. Amrutanjan Pharmaessense Private Limited ,has been prepared and is forming part of the consolidated financial statements pursuant section to Section 129 of the Companies Act, 2013. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the annual report and the annual accounts of the subsidiary and the related detailed information shall be made available to the shareholder of the company seeking such information and shall be made available at the Registered office of the Company.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of Contracts or Arrangements with Related parties as referred to in Section 188(1) in Form AOC- 2 is attached as ANNEXURE - G.

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

The particulars prescribed by the Companies (Accounts) Rules, 2014 for the financial year ended March 31,2014 forms part of this report as ANNEXURE - H.

27. DISCLOSURE PURSUANT TO THE LISTING AGREEMENT

The Company does have any unclaimed shares issued in physical form pursuant to Public Issues / Rights Issue.

28. AUDITORS

The auditors M/s PS. Subramania Iyer & Co., Chartered Accountants, hold office up to the date of the ensuing Annual General Meeting and are eligible for reappointment. As required under the provisions of Section 139 &141 of the Companies Act, 2013 and the rules made there under as may be applicable, the Company has obtained written confirmation from M/s. PS. Subramania Iyer & Co ., that their appointment, if made, would be in conformity with the limits specified in the said section.

29. BOARD'S COMMENTS ON QUALIFICATIONS, ADVERSE REMARKS, RESERVATIONS IN INDEPENDENT AUDITORS' AND SECRETARIAL AUDITORS' REPORT

The reports of Statutory Auditors and Practicing Company Secretaries do not carry any qualifications, reservations or adverse remarks which require comments from the Board.

In response to the observation made in the Secretarial Audit Report in connection with the non-appointment of Company Secretary as on 31.03.2015, the Company was in the process of identifying a suitable candidate which was complied with subsequently.

30. COST AUDITOR

Mr.G. Thangaraj, Cost Accountant has been duly appointed as the Cost Auditor to conduct the cost audit with respect to OTC business

of the company for current financial year ending March 31,2016. He was also the cost auditor for the previous year ended March 31, 2015.

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

There were no material changes and commitments occurred after the closure of the financial year 2014-15 that affect the financial position of the Company.

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 its future Operations.

33. ENHANCING SHAREHOLDERS VALUE

The 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 create 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. INDUSTRIAL RELATIONS & HUMAN RESOURCES

The Company enjoys cordial relationship with its employees at all levels. The Company continues to ensure safety and health of its employees. Your directors record their appreciation of the support and co-operation of all employees and counts on them to maintain company's growth momentum. Please also refer Annexure A for further details.

35. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy 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 2014-2015, no complaints were received by the Company related to sexual Harassment.

36. 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 during the year 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 HDFC bank Ltd, Yes Bank Ltd, ICICI Bank Ltd and Punjab National Bank, the concerned departments of State and Central Governments for their contribution to the growth of the Company.

Place : Chennai For and on behalf of the Board Date : 13th August, 2015

S. Sambhu Prasad Chairman and Managing Director

Registered Office:

Amrutanjan Health Care Limited CIN:L24231TN1936PLC000017 No.103, Luz Church Road, Mylapore, Chennai 600 004 Tel : [phone] Fax : [phone] Email : [e-mail] Website : www.amrutanjan.com

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Mar 31, 2013

The Directors have pleasure in presenting their report on the financial results of the Company forthe Seventy Sixth year, along with the audited Balance Sheet as on 31 st March, 2013 and the Profit and Loss Account for the year ended 31 st March, 2013.

1. Financial Results

Your Directors are pleased to furnish below the financial results for the year ended 31 st March, 2013.

Particulars For the Current Year For the Previous Year ended 31st March, 2013 ended 31st March, 2012 Rs. Rs.

Profit before Interest and Depreciation 23,41,27,654 24,83,27,036

Less: Interest 2,32,37,679 2,76,68,030

Depreciations Amortisation 3,29,46,652 3,17,59,271

5,61,84,331 5,94,27,301

Profit before exceptional items 17,79,43,323 18,88,99,735

Exceptional items - -

Prior year adjustments (Net) - -

Profit before tax 17,79,43,323 18,88,99,735

Provision for taxation

-Income Tax (5,60,00,000) (6,50,00,000)

-Deferred Tax 22,46,474 1,17,49,483

-Short Provision for Income Tax of earlier years (29,93,560) -

Profit aftertax before extraordinary items 12,11,96,237 13,56,49,218

Extraordinary Items (Net of Tax) - (32,93,494)

Net Profit 12,11,96,237 13,23,55,724

Add:

Transfer from Profit & Loss Account - -

-Surplus from previous year brought forward 34,52,10,832 31,38,13,962

Profit for Appropriation 46,64,07,069 44,61,69,686

Appropriations:

General Reserve 5,00,00,000 5,00,00,000

Reserve Interim Dividend Paid 1,46,15,315 1,46,15,315

Tax on Interim Dividend 23,70,969 23,70,969

Final Dividend - Proposed 2,92,30,630 2,92,30,630

Taxon Proposed Final Dividend 49,67,747 47,41,940

Balance Profit carried to Balance Sheet 36,52,22,408 34,52,10,832

46,64,07,069 44,61,69,686

2. DIVIDEND

Your Directors, considering the profits projected for the Year 2012-13, have declared and paid an interim dividend of 50% (Rs. 1/- per share) on the equity share capital of Rs. 292.31 lakhs amounting to Rs. 146.15 lakhs during the year. Further, your directors have pleasure in recommending a final dividend of 100% 2 /- per share) for the year ended 31 st March, 2013 amounting to X 292.31 lakhs. The Company will bear the dividend distribution tax of Rs. 49.68lakh.

3. PERFORMANCE OF YOUR COMPANY

The Total Gross Sales of the Company for the year ended 31st March, 2013 was Rs. 141.10 Cr. compared to the previous year of Rs. 140.16 Crore including the sales of Beverages division.

4. FIXED DEPOSITS

Your Company has neither accepted nor renewed any deposits since September, 2000.

5. DIRECTORS

Dr. H.B.N. Shetty and Mr. D. Seetharama Rao, Directors retire by rotation and being eligible, offer themselves to be reappointed.

6. 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, 2013 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 otherirregularities;

iv. that the directors had prepared the annual accounts on a ''going concern''basis.

7. COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

In accordance with the provisions of Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the Company has obtained a certificate from P Sriram and Associates, Practicing Company Secretary, confirming that the Company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

8. 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.

9. SUBSIDIARY COMPANIES

Siva''s Soft Drink Private Limited, a Wholly Owned Subsidiary of the Company had filed a Company Petition with the Hon''ble High Court, Madras for approving the Scheme of Amalgamation with the Company. Accordingly, the Hon''ble High Court, Madras has passed necessary orders approving the Scheme of Amalgamation on 13th February, 2013 and subsequently Siva''s Soft Drink Private Limited has been dissolved during the financial year ended March, 2013. The Scheme had been given effect in the books with effect from the appointed date of 1 st April, 2011.

The Gross Sales of the Company''s subsidiary Amrutanjan Pharmaessense P.Ltd. was Rs. 2.58 Cr. as against the sales of Rs.8.18Cr. during the previous year.

10. 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 subsidiary Amrutanjan Pharmaessense Private Limited, has been prepared and form part of the Consolidated Financial Statements.

11. Conservation of Energy I 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.

12. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, based upon the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts that are being circulated to Members do not include the Statement of Particulars of Employees under Section 217(2A). Any member interested in obtaining a copy may write to the Compliance Officer at the Registered Office and a copy thereof will be forwarded by post.

13. Auditors

The Auditors, M/s. RS. 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(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s. RS. Subramania Iyer & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

14. Cost Auditor

Mr. G. Thangaraj, Cost Accountant has been duly appointed as the Cost Auditor to conduct the Cost Audit for current financial year ending 31st March, 2014. He was also the Cost Auditor for the previous year ended 31 st March 2013.

15. 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 HDFC Bank Ltd, Yes Bank Ltd, HSBC Ltd., ICICI Bank Ltd., Punjab National Bank, Tamil Nadu Industrial Investment Corporation (TIIC), 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.

S. Sambhu Prasad Dr. H.B.N. Shetty

Chairman & Managing Director Mr. D. Seetharama Rao

Place: Chennai Mr. A. Satish Kumar

Date : 30th May, 2013 Dr. Marie Shiranee Pereira

Directors

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Mar 31, 2012

The Directors have pleasure in presenting their Report on the financial results of the Company for the Seventy Fifth year, along with the Audited Balance Sheet as on 31st March, 2012 and the Profit and Loss Account for the year ended 31st March, 2012.

1. Financial Results

Your Directors are pleased to furnish below the financial results for the year ended 31st March, 2012.

Particulars For the Current Year For the Previous Year ended 31st March, 2012 ended 31st March, 2011 Rs. Rs. Rs. Rs.

Profit before Interest and Depreciation 23,25,96,644 18,15,12,661

Less: Interest 2,42,65,752 30,15,993

Depreciation 2,73,47,110 1,76,74,382

5,16,12,862 2,06,90,375

Profit before tax 18,09,83,782 16,08,22,286

Provision for taxation

-Income Tax (6,30,00,000) (4,15,00,000)

-Deferred Tax 1,24,06,138 (1,01,96,739)

Short Provision for Income Tax of earlier years - (1,42,658)

Profit aftertax before extraordinary items 13,03,89,920 1 10,89,82,889

Extraordinary Items (Net of Tax) (32,93,494) (21,90,580)

Net Profit 12,70,96,426 10,67,92,309

Add:

Transfer from Profit & Loss Account :

- Surplus from previous year brought forward 25,90,04,946 25,64,09,950

Profit for Appropriation 38,61,01,372 36,32,02,259

Appropriations:

General Reserve 5,00,00,000 5,00,00,000

Transfer to Contingency Reserve - 25,00,000

Interim Dividend Paid 1,46,15,315 1,51,50,000

Tax on Interim Dividend 23,70,969 25,74,743

Final Dividend - Proposed 2,92,30,630 2,92,30,630

Tax on Proposed Final Dividend 47,41,940 47,41,940

Balance Profit carried to Balance Sheet 28,51,42,518 25,90,04,946

38,61,01,372 36,32,02,259

2. DIVIDEND

Your Directors, considering the profits projected for the Year 2011-12, have declared and paid an interim dividend of 50% (Rs. 5 per share) on the equity share capital of Rs. 292.31 lakhs amounting to Rs. 146.15 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, 2012 amounting to Rs. 292.31 lakhs. The Company will bear the dividend distribution tax ofRs. 47.42 lakhs.

3. PERFORMANCE OF YOUR COMPANY

The Total OTC Sales of the Company for the year ended 31st March, 2012 has increased by 22.46% compared to the previous year and was at Rs. 120.02 crores. The Company's Gross Sales across segments stood at Rs. 149.04 crores.

4. BUY-BACK OF SHARES

Your Company bought back 1,06,937 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%. The buyback offer closed on July 18, 2011.

5. FIXED DEPOSITS

Your Company has neither accepted nor renewed any deposits since September, 2000.

6. DIRECTORS

Dr. Pasumarthi S.N. Murthi, Director, retires by rotation and being eligible, offers himself to be reappointed. Approval of the Shareholders is also being sought for the appointment of Dr. Marie Shiranee Pereira as an Additional Director of the Company on 2nd November, 2011.

Changes during the Year:

The following changes in the Board of Directors took place during the Financial Year 2011-2012 :

I. Dr. Marie Shiranee Pereira was appointed as an Independent Director with effect from 2nd November, 2011.

II. Mr. S. Sambhu Prasad was re-designated as Chairman & Managing Director of the Company with effect from 13th February, 2012.

7. 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, 2012 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.

8. COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

In accordance with the provisions of Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from Mr. P. Sriram, Practising Company Secretary, confirming that the Company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

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 Holistic Beauty Care Limited

The Company was struck off from the records of the Registrar of Companies pursuant to Section 560(3) of the Companies Act, 1956, since the Company was not operational.

Siva's Soft Drink Private Limited

Siva's Soft Drink Private Limited, a wholly owned subsidiary of the Company had filed a Company Application with the Hon'ble High Court of Madras for amalgamation with the Company and the necessary orders were obtained from the Hon'ble High Court of Madras dated 25th April, 2012 for dispensing with the meeting. The Company is in the process of filing Petition before the Hon'ble High Court, Madras. The Scheme shall be given effect to in the books with effect from the appointed date of 1st April, 2011, upon receipt of necessary approvals.

This Company has shown Net Sales of Rs. 1995.35 lakhs for the year ended 31.03.2012. The plant is located at Aranvoyal Village, Thiruvallur District. This plant caters to manufacture and sale of fruit drinks, which comes in three flavours, viz., Mango, Grape and Apple under the brand name & trademark 'Fruitnik'.

Amrutanjan Pharmaessense Private Limited

The Company with a view to rationalize and reorganise its businessactivitiesandtofurtherstrengtheneachofthesedistinct businesses decided to hive off its Chemical Division, engaged in the business of manufacturing fine chemicals and bulk drugs intermediaries carried on by the undertaking situated at Plot No 37-39, SIDCO Industrial Estate, Alathur, Kancheepuram District, Tamil Nadu 603 110, by way of transfer as a going concern with all the assets and liabilities pertaining to the said division, which was the principal subject at the Board Meeting held on the 19th January, 2011. The Company had obtained necessary approval from the Shareholders of the Company by means of a postal ballot pursuant to Section 192A of the Companies Act, 1956 dated 19th January, 2011 and the Shareholders of the Company had consented for the said proposal for transfer / sale of Chemistry Service Division to Amrutanjan Pharmaessense Private Limited with effect from 16th May, 2011.

This Company, a Wholly Owned Subsidiary, after the transfer of Division has shown Net Sales ofRs. 887.63 lakhs for the year ended 31.03.2012.

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 Siva's Soft Drink Private Limited and Amrutanjan Pharmaessense Private Limited, has been prepared and form part of the Consolidated Financial Statements.

12. Conservation of Energy I Technology Absorption and Foreign Exchange Earnings I 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 to form part of this report. However, based upon the provisions of Section 219(1 )(b)(iv) of the Act, the Report and Accounts that are being circulated to Members does not include the Statement of Particulars of Employees under Section 217(2A). Any member interested in obtaining a copy may write to the Compliance Officer at the Registered Office and a copy thereof will be forwarded by post.

14. Auditors

The Auditors, M/s. PS. 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(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s. PS. Subramania Iyer & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

15. Cost Auditor

Mr. G. Thangaraj, Cost Accountant has been duly appointed as the Cost Auditor to conduct the Cost Audit with respect to Pharmaceuticals business of the Company for current financial year ending 31st March, 2013. He was also the Cost Auditor for the previous year ended 31st March 2012.

16. Significant events post Balance Sheet date

The Board of Directors of Amrutanjan Health Care Limited approved for Amalgamation of Siva's Soft Drink Private Limited with the Company on the Board Meeting held on 13th February, 2012 and believes that the Scheme of Amalgamation would benefit the shareholders, employees and other shareholders of the Company. This will result in economy in scale of operations, reduction in overheads and other expenses, ensure administrative convenience, achieve economies in procurement and distribution of raw materials and finished products and to optimize productivity and better management controls of the Company. Siva's Soft Drink Private Limited had filed an Application with the Hon'ble High Court of Madras for Amalgamation with the Company and the necessary orders were obtained from the Hon'ble High Court of Madras dated 25th April, 2012 for dispensing with the meeting. The Company is in the process of filing Petition before the Hon'ble High Court, Madras. The Scheme shall be given effect to in the books with effect from the appointed date of 1st April, 2011, upon receipt of necessary approvals.

17. 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 HDFC Bank Ltd, Yes Bank Ltd., ICICI Bank Ltd., Punjab National Bank, Tamil Nadu Industrial Investment Corporation Ltd., 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.

S. Sambhu Prasad Dr. H.B.N. Shetty

Chairman & Managing Director Dr. Pasumarthi S.N. Murthi

D. Seetharama Rao

A. Satish kumar

Place : Chennai Dr. Marie Shiranee Pereira

Date : 6th August, 2012 Directors

---

Mar 31, 2011

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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Mar 31, 2010

The Directors have pleasure in presenting their report on the financial results of the company for the Seventy Third year, along with the audited Balance Sheet as on 31st March, 2010 and the Profit and Loss Account for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Your Directors are pleased to furnish below the financial results for the year ended 31st March, 2010.

For the Current Year ended

Particulars 31st March, 2010

Rs.

Profit before Interest and Depreciation 18,67,66,845

Less: Interest 3,44,632

Depreciation 1,25,67,607

1,29,12,239

Profit before extraordinary items 17,38,54,606

Exceptional items 1,93,61,883

Prior year adjustments (Net) (5,67,971)

Profit before tax 19,26,48,518

Provision for taxation

- Income Tax (7,50,00,000)

- Fringe Benefit Tax -

- Deferred Tax 39,20,515

Short Provision for Income Tax of earlier years (36,936)

Profit after tax before exceptional items 12,15,32,097 Extraordinary Items (Net of Tax) (34,32,731) Profit after tax after exceptional items 11,80,99,366

Add: Transfer from Profit & Loss Account

- Surplus from previous year brought forward 25,14,84,812

Profit for Appropriation 36,95,84,178

Appropriations:

General Reserve 5,00,00,000

Transfer to Contingency Reserve 1,00,00,000

Special One Time Interim Dividend 2008-09 -

Tax on Special One Time Interim Dividend 2008-09 -

Interim Dividend Paid 1,51,50,000

Tax on Interim Dividend 25,74,743

Final Dividend -Proposed 3,03,00,000

51,49,485

Tax on Proposed Final Dividend 25,64,09,950

Balance Profit carried to Balance Sheet 25,64,09,950

36,95,84,178



Particulars For the Previous Year ended

31st March, 2009

Rs. Profit before Interest and Depreciation 20,35,72,200

Profit before extraordinary items 15,31,802

Less: Interest 1,48,01,221 Depreciation 1,63,33,023 Profit before extraordinary items 18,72,39,177 Exceptional items (4,35,809) 18,68,03,368

Prior year adjustments (Net) (7,00,00,000)

Profit before tax (30,00,000) Provision for taxation 78,57,447 - Income Tax (5,71,177) - Fringe Benefit Tax 12,10,89,638 - Deferred Tax 80,75,05,163 Short Provision for Income Tax of earlier years 92,85,94,801 Profit after tax before exceptional items 3,36,04,166 Extraordinary Items (Net of Tax) 96,21,98,967 Profit after tax after exceptional items 50,00,00,000 Add: Transfer from Profit & Loss Account

- Surplus from previous year brought forward 12,80,00,000

Profit for Appropriation 2,17,53,600

Appropriations: 1,57,45,265

General Reserve 26,75,908

Transfer to Contingency Reserve 3,63,60,000

Tax on Special One Time Interim Dividend 2008-09 61,79,382

Interim Dividend Paid 25,14,84,812

Final Dividend -Proposed 96,21,98,967 ax on Proposed Final Dividend Balance Profit carried to Balance Sheet

2. DIVIDEND

Your Directors, considering the profits projected for the year 2009-10, 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, 2010 amounting to Rs.303.00 lakhs. The Company will bear the dividend distribution tax of Rs.51.49 lakhs.

3. CHANGE IN THE NAME OF THE DIVISION

During the year under review, the name of the Fine Chemicals Division of the Company was changed to Pharmaessense Chemistry Services Division with a new vision "To be a multi-dimensional chemistry services organization, that delivers cost-effective, world-class solutions, driven strongly by Science and Technology, thus, truly enabling the Global Pharma and Health sectors." With such an envisioning as its focus and guiding light, the Company intends to achieve a brand equity that is truly reflective of the culture, tradition and strength.

4. PERFORMANCE OF YOUR COMPANY

The Total Gross Sales of the Company for the year ended 31st March, 2010 decreased by 2.43% as compared to the previous year and was at Rs.96.08 crores. The Companys OTC (Over The Counter) segments Gross Sales stood at Rs.88.98 crores while Companys Pharmaessense Chemistry Services Division segments sales was Rs.4.76 crores.

Profit before exceptional and extraordinary items was at Rs. 17.38 crores, which is lower by 7% when compared to the previous year. The net profit after Extraordinary items was at Rs.11.80 crores.

5. BUY-BACK OF SHARES

The Board at its meeting held on 30th January, 2010 considered and approved the buy-back of equity shares of the company at a rate not exceeding Rs.550/- per equity share. In view of the fact that the price of the shares have gone up over and above the buy-back offer price, since the buy-back announcement, the Board considered updates and deliberated upon the buy-back. Considering the price movement, the Board felt that the Company could not buy-back the shares and hence the buy- back offer was withdrawn on 14th July, 2010.

6. FIXED DEPOSITS

Your company has not accepted any deposits nor renewed deposits since September, 2000.

7. DIRECTORS

Mr. D. Seetharama Rao and Dr. H.B.N. Shetty, retire by rotation and being eligible, offer themselves for re-appointment.

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 31 st March, 2010 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 is attached to this Annual Report.

10. SUBSIDIARY COMPANIES

Data Quest Infotech & Enterprises Limited

There were no business operations during the year under review. All the issues pertaining to the International Call Centre pending with the various statutory authorities for over a period of time have been resolved and hence the administrative costs pertaining to the same will not recur. The pending issues having been sorted out, the Board now will be able to look into other options/ alternatives available before the Company which may be pursued with in the overall interest of the stakeholders and the Company.

Holistic Beauty Care Limited

During the year under review the Company was focusing on niche segment of pain management using alternative techniques, primarily into treating headache, backache, neck and shoulder and generalised Myalia, catering to the age group of 30-75. The Company plans to concentrate on preventive care, larger format in pain management including pallivative care, Acquire Diagnostics centres and venture in primary care. The types of treatment shall be pain management, prevention of diseases and Primary care.

The Statement pursuant to the provisions of Section 212 of the Companies Act, 1956, containing details of the Companys subsidiaries is attached.

The Company, on application, has received the approval from the Central Government under Section 212(8) of the Companies Act, 1956, exempting the Company from attaching the accounts, etc., of its subsidiary companies with the Balance Sheet of the Company. Hence the accounts of the subsidiaries viz., Data Quest Infotech and Enteprises Limited and Holistic Beauty Care Limited are not attached. Besides, a statement giving certain information as required under Section 212(8) of the Companies Act, 1956, is attached along with the Consolidated Accounts. The Company will make available the Annual accounts and the related detailed information of its Subsidiary Companies viz., Data Quest Infotech and Enterprises Limited and Holistic Beauty Care Limited to any investor of Amrutanjan Health Care Limited and its Subsidiary Companies viz., Data Quest Infotech and Enterprises Limited and Holistic Beauty Care Limited upon receipt of request by the Company at its Registered Office. The same will also be kept for inspection by any investor at the head office of the Holding and its Subsidiary companies viz., Data Quest Infotech and Enterprises Limited and Holistic Beauty Care Limited. The Company shall furnish hard copies of the accounts of its subsidiaries viz., Data Quest Infotech and Enterprises Limited and Holistic Beauty Care Limited to any shareholder on demand.

11. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company and its subsidiaries viz., Data Quest Infotech & Enterprises Limited and Holistic Beauty Care Limited have been prepared and presented in the Annual Report.

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. PS. 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(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s. PS. 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, 2010.

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 Indian Overseas Bank, Punjab National Bank, HDFC Bank Limited and IDBI Bank Ltd., 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

A. Satish Kumar

Directors

Chennai 14.07.2010

S. Sambhu Prasad Managing Director