BOARD'S REPORT

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.

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%.

3. DIVIDEND

The Directors, considering the profits projected for the year 2014­2015, 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. CORPORATEGOVERNANACE

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 P.S. 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. P.S. 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 SHAREHOLDERSVALUE

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.

For and on behalf of the Board

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 : 044-2499 4465 Fax : 044-2499 4585 Email : shares@amrutanjan.com Website : www.amrutanjan.com

Date : 13th August, 2015

Place : Chennai