|
<dhhead>BOARD'S REPORT</dhhead>
Your Directors have pleasure in presenting the Eighty Ninth (89th)
Annual Report of the Company along with Audited Financial Statement for the year ended
March 31, 2026.
1. FINANCIAL HIGHLIGHTS
Your Directors submit below the financial results for the year ended
March 31, 2026.
Particulars |
For the Current Year ended March 31, 2026 |
For the Previous Year ended March 31, 2025 |
Profit before
Interest and Depreciation |
|
9,325.85 |
|
7,587.93 |
Less : |
|
|
|
|
Interest |
19.50 |
|
21.92 |
|
Depreciation
& Amortisation |
631.90 |
651.40 |
652.61 |
674.53 |
Profit Before
exceptional items |
|
8,674.45 |
|
6,913.40 |
Exceptional
Items: |
|
885.67 |
|
|
Profit Before Tax |
|
7,788.78 |
|
6,913.40 |
Provision for
Taxation |
|
|
|
|
- Income Tax |
(2,212.63) |
|
(1,797.26) |
|
- Deferred Tax |
215.63 |
(1,997.00) |
(32.67) |
(1,829.93) |
Profit for the
year |
|
5,791.78 |
|
5,083.47 |
Add: Net other
comprehensive income not |
|
(13.84) |
|
(79.22) |
to be
reclassified subsequently to profit or loss |
|
|
|
(net of tax) |
|
|
|
|
Total
comprehensive income for the year |
|
5,777.94 |
|
5,004.25 |
Surplus from
previous year brought forward |
|
27,295.66 |
|
23,621.31 |
Profit for
Appropriation |
|
33,073.60 |
|
28,625.56 |
Appropriations: |
|
|
|
|
Final Dividend
Paid |
|
751.68 |
|
751.68 |
Interim Dividend
Paid |
|
578.22 |
|
578.22 |
Balance Profit
Carried to Balance Sheet |
|
31,743.70 |
|
27,295.66 |
| |
|
33,073.60 |
|
28,625.56 |
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 |
2025-26 |
2024-25 |
Change % |
Production -
Tonnes |
1,382.36 |
1,186.68 |
16.49 |
- Kilo Ltrs |
3,785.64 |
5,745.39 |
(34.11) |
Sales Volume -
Tonnes |
1,251.69 |
1,138.53 |
9.94 |
- Kilo Ltrs |
2,495.49 |
3,827.59 |
(34.80) |
Net Sales (Rs in
lakhs) |
50,255.27 |
45,181.63 |
11.23 |
Operating EBITDA
(Rs in lakhs) |
6,682.79 |
5,820.06 |
14.82 |
Operating EBITDA
Margin (%) |
13.30% |
12.88% |
3.24 |
3. DIVIDEND i. Interim Dividend:
Your Directors have declared two interim dividends for an aggregate I 2
per equity share of I1/- each (for the year 2025-26). Details of the Interim
Dividend paid are given below:
S. No. Date of Board Meeting approving the Dividend |
Rate of dividend (K) |
% of Interim Dividend to Face value |
Total amount of interim dividend (K in lakhs) |
Date of payment |
1. November 10,
2025 |
1 |
100% |
289.11 |
November 27,
2025 |
2. February 3,
2026 |
1 |
100% |
289.11 |
February 18,
2026 |
Total |
2 |
200% |
578.22 |
- |
ii. Final Dividend:
The Board, in its meeting held on May 8, 2026, has recommended a final
dividend of I2.90/- per equity share of face value of I1/- each for the approval of the
shareholders in the upcoming Eighty Ninth (89th) 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 September 11, 2026) 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, 2026.
5. SHARE CAPITAL
The share capital of the Company as on March 31, 2026 is as
follows:
Particulars |
FY25 (Amount
in Indian Rupees) |
FY24 (Amount
in Indian Rupees) |
Authorized Equity |
5,10,00,000 |
5,10,00,000 |
Share Capital
(Equity Shares of I1/-each) |
|
|
Paid-up Equity
Share Capital (Equity Shares of I1/-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 the eligible employees of the Company under the Scheme
2020. In compliance 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 I1/- 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, 2026, 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.
In the Board Meeting held on 8th May 2026 the Board withdrew
and terminated the entire ESOP Phase 2 and approved the revised "Second Phase
"ESOP 2" subsequent to recommendation by the Nomination and Remuneration
Committee and the "Second Phase "ESOP 2" can be accessed from the website
of the Company.
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, 2026. 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 FY26 was I7,788.78 lakhs compared to I
6,913.40 lakhs for FY25.
The Investments, Fixed Deposit, Cash and Cash equivalents was at
I22,288.50 lakhs as on March 31, 2026 (I23,954.41 lakhs as on March 31, 2025).
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, 2026 |
As on 31st March, 2025 |
Loans (Secured |
- |
- |
& Unsecured) |
|
|
Investments |
312.07 |
4.51 |
(I in lakhs) |
|
|
Guarantees |
209.44 |
205.44 |
(I in lakhs) |
|
|
The total amount stated above does not exceed the limit mentioned in
Section 186 of the 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 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, 2026 as submitted to the Board of
Directors at its meeting held on May 8, 2026 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:
In 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, retired by rotation at the Eighty Eighth (88th) Annual
General Meeting. Mr. Raghavan had expressed his desire not to seek re-appointment and
subsequently retired as Non-Executive Non-Independent Director of the Company with effect
from September 23, 2025.
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 Ninth (89th)
Annual General Meeting and being eligible, offers herself for reappointment.
(b) Independent Directors:
The Board at its meeting held on May 8, 2026, appointed Dr. Ramaswami
Krishnan (DIN: 08562199) 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 May 8, 2026 up to May 7, 2031, which was
subsequently approved by the shareholders through Postal Ballot on 18 June 2026.
Mr. Swayambunathan Muralidharan (DIN: 09198315), Non-Executive
Independent Director, has joined the
Board of the Company on June 29, 2021 and first term of his appointment
completed on June 28, 2026. Pursuant to the recommendation of the Nomination and
Remuneration Committee and the Board of Directors of the Company at their meeting held on
8 May 2026, the Board has recommended the reappointment of Mr.
Swayambunathan Muralidharan as Non-Executive Independent Director, for a second term of
five consecutive years commencing from June 29, 2026 up to June 28, 2031 which was
subsequently approved by the shareholders through Postal Ballot on 18 June 2026.
Mr. Raja Venkataraman (DIN: 00669376) has completed the first term as
an Independent Director of the Company and ceased to be a Director of the Company with
effect from close of business hours of 26 May 2026 and consequently vacated the office of
Director.
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. 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 web
link https://www.amrutanjan.com/pdf/FR.pd.
(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, 2026 are - Mr. S. Sambhu
Prasad, Chairman & Managing Director, Mr. N.
Swaminathan, Chief Financial Officer and Mr. Gagan
Preet Singh, General Manager- Legal, Company
Secretary and Compliance Officer.
Mr. M. Srinivasan, Company Secretary retired with effect from May 31,
2025. Consequently Mr. Gagan Preet Singh, General Manager-Legal was redesignated as
General Manager-Legal, Company Secretary and
Compliance Officer at the Board meeting held on May
15, 2025 with effect from June 1, 2025.
Apart from the above, there was no change in the
KMPs during financial year 2025-26.
(d) Committees of the Board:
As on March 31, 2026, 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
2025-26, is disclosed as under:
S.
No. Name of Members |
Category |
AC |
RMC |
NRC |
SRC |
CSR |
1. Mr. S. Sambhu
Prasad |
Executive
Director, |
M |
C |
- |
- |
M |
(DIN: 00015729) |
Chairman &
Managing Director |
|
|
|
|
|
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 |
Non-Executive
& |
- |
- |
M |
M |
M |
(DIN: 09465903) |
Non-Independent
Director |
|
|
|
|
|
7. Mr. Nagaraj
(DIN: 00190903) |
Non-Executive
& Independent Director |
- |
M |
M |
- |
- |
8. Mr. N.
Swaminathan |
Chief Financial
Officer |
- |
M |
- |
- |
- |
9. Mr. S.
Jeyakanth |
Chief Operating
Officer |
- |
M |
- |
- |
- |
| |
(Supply Chain
& Product Delivery) |
|
|
|
|
|
10.
Dr. Ramaswami Krishnan** (DIN: 08562199) |
Non-Executive
& Independent Director |
C |
M |
- |
- |
M |
C: Chairperson and M: Member
*Mr. G. Raghavan retired from the Board of Directors as on 23 September
2025. Mr. Raja Venkataraman vacated his office w.e.f. 26 May 2026.
**Dr. Ramaswami Krishnan was appointed on the Board as an Independent
Director w.e.f. 8 May 2026 and took over the Committee memberships subsequent to vacation
of office by Mr. Raja Venkataraman w.e.f. 26 May 2026.
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 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 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 2025-26, 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. During the year, the policy has been
updated with regard to the appointment of vigilant officer vide Board meeting dated 3
February 2026.
19. UNCLAIMED SHARES
The details of unclaimed shares held in Unclaimed Shares Suspense
Account pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 are provided in the Report on Corporate Governance annexed to this report.
20. STATUTORY AUDITORS & THEIR REPORT
M/s. B S R & Co. LLP, Chartered Accountants, (ICAI Firm
Registration No. 101248W/W-100022), were appointed as Statutory Auditors, at the
conclusion of Eighty fifth (85th) AGM held on September 22, 2022, for a second
term of five (5) years till the conclusion of the ninetieth (90th) Annual
General Meeting of the Company to be held in the year 2027.
The Auditors' Report on the financial statements of the Company for the
financial year ended March 31, 2026, 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. Additionally, where audit trail (audit log)
was enabled and operated in the previous year(s), the audit trail has been preserved by
the Company as per the statutory requirements for record retention. 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 2025-26. 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'. Following observation was reported in
the FY 2025-26: It was observed that certain UPSI events were not contemporaneously
recorded in the SDD; However, the same were subsequently updated as on the date of this
Report. The instances include: A. Appointment of Company Secretary.
B. Declarations of interim dividends dated November 10, 2025 and
February 3, 2026. In this regard, the Company had replied that: The Company was facing
technical difficulties and as a result few events were not captured in the Structured
Digital Database portal during this period.
Subsequently, after rectification of the technical issue, the entries
were duly captured in the Structured Digital Database and the Company ensured compliance
with the requirements of Regulation 2(n) read with 3(5) of the SEBI (Prohibition of
Insider Trading) Regulations, 2015. Also during this period, the Trading Window was closed
for all Designated Persons for the entire process and their PAN were also freezed,
restricting them from trading during the relevant period. This ensured that the
information remained protected completely and no unauthorised trading occurred.
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 and approved in the Annual General Meeting held 23
September 2025, for a term of 5 (Five) consecutive financial years commencing from April
1,
2025 till March 31, 2030, at such remuneration as may be determined by
the Board of Directors of the
Company (including its Committee thereof as may be authorized in this
regard).
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 11, 2026, on
recommendation of the Audit Committee has appointed M/s. 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, 2027.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The CSR activities carried out by your Company during the financial
year 2025-26 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 2025-26.
The main objectives of CSR policy of the Company are to help build
socio-economic development of the nation through different projects and to ensure
environmental sustainability. The Policy has widened scope to undertake all activities
permitted under law. The CSR Policy is available on the website of the Company at the
web-link https://www.amrutanjan. com/pdf/ahcl-csr-policy.pdf. The detailed report on
CSR activities carried out during the financial year is given in 'ANNEXURE
F'.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 2025-26 will be placed on the website of the
Company after the conclusion of the 89th 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, 2026 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, 2026, 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, 2026 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 are no Material Changes and Commitments affecting the financial
position of the Company during the year. Between the close of the financial year 2025-
26 and the date of this report, the Company has paid the lease rent
arrears totalling to Rs. 9,74,67,151/- (subject to deduction of tax at source) to Arulmigu
Kapaleeswarar Temple, Mylapore, Chennai. With this payment, the matter with the temple is
settled and no further dues are payable by 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
Company's operations in future. Between the close of the financial year 2025-26 and the
date of this report, the Hon'ble Madras High Court had passed the order whereunder the
Company was required to pay the lease rent arrears to Arulmigu Kapaleeswarar Temple,
Mylapore, Chennai. Hence, on 1 August 2026, the Company paid the lease rent arrears
totalling to Rs. 9,74,67,151/- (subject to deduction of tax at source) to the temple. 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 2025-26, the status of the complaints received by the committee related to sexual
harassment given below:
The
number of sexual harassment complaints received during the year. |
Nil |
The
number of such complaints disposed of during the year. |
Nil |
The
number of cases pending for a period exceeding ninety days. |
Nil |
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.amrutanjan.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 cooperation 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.
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