A NNUAL REPORT 2011-12 BOARD OF DIRECTORS MR. PRAVIN N. SHAH - CHAIRMAN EXECUTIVE DIRECTORS • MR. SAGAR P. SHAH - MANAGING DIRECTOR • MR. RAJIV M. CHITNIS - WHOLE TIME DIRECTOR NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS • NON EXECUTIVE DIRECTORS • MRS. NATASHA S. SHAH • MRS. PRATIMA P. SHAH • NON EXECUTIVE INDEPENDENT DIRECTORS • MR. GAURAV M . DOSHI • MR. YUSUF IQBAL YUSUF • MR. DILIP S. MEHTA • MR. JYOTIRMAY P. VARMA • MRS. PREETI A. PATEL COMPANY SECRETARY Mr. Jagdish Nagpal AUDITORS M/s.Shyam C.Agrawal & Co. Chartered Accountants Mumbai BANKERS State Bank of India Ltd. The Saraswat Co-operative Bank Ltd. REGISTERED OFFICE Unit-2, B-G01, Marathon Innova, Marathon Nextgen, Ganpatrao Kadam Marg, Lower Parel, Mumbai -13 REGISTRAR & TRANSFER AGENT Link Intime India Pvt Ltd C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (w), Mumbai - 400 078 International Star “Best Vegan Certified Star Export House For QualityAward Toothpaste.” Company recognised by Govt. of India (Paris) cruelty free PETACERTIFIED 1 and vegan INDEX • 1. FINANCIAL HIGHLIGHTS - 03 • 2. NOTICE - 04 • 3. DIRECTOR'S REPORT - 06 • 4. MANAGEMENT • 1. AUDITOR'S REPORT - 55 DISCUSSION & ANALYSIS REPORT - 11 • 2. BALANCE SHEET - 56 • 5. CORPORATE • 3. PROFIT & LOSS ACCOUNT - 57 GOVERNANCE REPORT - 23 • 4. CASH FLOW - 58 AMAR REMEDIES AMAR REMEDIES • 6. AUDITOR'S REPORT - 31 LTD - LTD - • 5. SCHEDULES - 60 STANDALONE CONSOLIDATED • 7. BALANCE SHEET - 34 • 6. NOTES TO ACCOUNTS - 72 • 8. PROFIT & LOSS ACCOUNT - 35 • 7. SEGMENT REPORTING - 72 • 9. CASH FLOW -36 • 8. GENERAL BUSINESS • 10. SCHEDULES - 38 PROFILE - 75 • 11.NOTES TO ACCOUNTS - 50 • 12.SEGMENT REPORTING - 51 • 13.GENERAL BUSINESS PROFILE - 54 International Star “Best Vegan Certified Star Export House For QualityAward Toothpaste.” Company recognised by Govt. of India (Paris) cruelty free PETACERTIFIED 2 and vegan A NNUAL REPORT 2011-12 GROWTH ANALYSIS - 2 YEARS ( ````` IN LACS) International Star “Best Vegan Certified Star Export House For QualityAward Toothpaste.” Company recognised by Govt. of India (Paris) cruelty free PETACERTIFIED 3 and vegan NOTICE Notice is hereby given that the Annual General Meeting of the members of Amar Remedies Limited will be held on Wednesday, 26th December, 2012 at 9:30 a.m. at Saina Resort, Madh-Marve Road, Malad (W), Mumbai - 400061 to transact the following business: ORDINARY BUSINESS 1. To consider and adopt the Audited Profit & Loss Account for the year ended 30th June, 2012 and the Balance Sheet as on that date together with the Reports of Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Pravin N. Shah who retires by rotation and being eligible offers himself for reappointment. 3. To appoint a Director in place of Mr. Dilip S. Mehta who retires by rotation and being eligible offers him for reappointment. 4. To appoint a Director in place of Mrs. Preeti A. Patel who retires by rotation and being eligible offers herself for reappointment. 5. To appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration. BY ORDER OF THE BOARD OF DIRECTORS FOR AMAR REMEDIES LIMITED. SD/- PLACE: MUMBAI SAGAR P. SHAH DATE: 28TH NOVEMBER, 2012 MANAGING DIRECTOR NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE MEETING. 2. Members/ Proxies should bring the attendance slip duly filled in, for attending the meeting, along with Annual Report. 3. The Register of Members and the Share Transfer register of the Company shall be remained closed from 19th December, 2012 to 26th December, 2012 (both days inclusive). 4. Nomination Facility: (a) Members holding shares in physical form may obtain the Nomination forms from the Company's Registrar and Share Transfer Agents. (b) Members holding in electronic form may obtain the Nomination forms from their respective Depository Participants. 5. The members are requested to: a) Intimate changes if any in their registered address to the Registrar and Transfer agents of the Company. b) Quote ledger folio in all their correspondence. c) Get the multiple folios consolidated and also get the shares transferred in joint names if they are held in single name to avoid inconvenience in future. d) Write at least 10 days prior to the date of meeting, any information that they desire on accounts, to enable the management to keep the information ready. International Star “Best Vegan Certified Star Export House For QualityAward Toothpaste.” Company recognised by Govt. of India (Paris) cruelty free PETACERTIFIED 4 and vegan A NNUAL REPORT 2011-12 6. Given below are the brief resumes of the directors seeking for appointment/ reappointment at the Annual General Meeting as required in terms of sub clause 49 of the listing agreement: DIRECTORS MR. PRAVIN N. SHAH MR. DILIP S. MEHTA MRS. PREETI A. PATEL AGE 71 61 33 QUALIFICATION B.COM B.COM B.COM, C.A. DATE OF 17/3/2005 20/01/2005 22/6/2010 APPOINTMENT EXPERTISE AS MENTIONED BELOW DETAILS OF NIL 1 NIL DIRECTORSHIP CHAIRMAN/MEMBERS NIL 2 NIL OF COMMITTEE NO. OF SHARES HELD 170 170 0 IN THE COMPANY EXPERTISE OF DIRECTORS Mr. Pravin N. Shah Mr. Pravin N. Shah aged 71 years is a Commerce graduate by qualification. He has studied Ayurveda for over 36 years. Our Company was incorporated in 1984 under his guidance. The primary aim of our Company to do Research into Ayurvedic products was his vision. Under his supervision and guidance, our Company had its first breakthrough in research into Oral Care products and as a result our Company launched its first product 'Amar toothpowder' in the year 1989. Subsequently he developed an Ayurvedic and Vegetarian toothpaste which was launched in 1991. He further developed new variants of toothpaste and also products like ointment for joint pain & backaches and balm. He continued his efforts and researched & developed several other products over the years. He is till date involved with the research and development of the company with the same dedication. Mr. Dilip S. Mehta Mr. Dilip Mehta aged 61 years is a Non-Executive Independent Director. He is a Commerce graduate and started his career with International Firm which was engaged in Import and Export of FMCG products. He has vast experience of International Trade and his services are useful to the Company with a view to expand the Company's Export business in foreign market. Mrs. Preeti A. Patel Mrs. Preeti Patel aged 33 years is a Non-Executive Independent Director. She is B.com Graduate and Member of Institute of Chartered Accountant. Her Knowledge and Expertise will help to contribute in improving accounting system and taxation related matters. BY ORDER OF THE BOARD FOR AMAR REMEDIES LIMITED SD/- PLACE: MUMBAI SAGAR P. SHAH DATE: 28TH NOVEMBER, 2012 MANAGING DIRECTOR International Star “Best Vegan Certified Star Export House For QualityAward Toothpaste.” Company recognised by Govt. of India (Paris) cruelty free PETACERTIFIED 5 and vegan