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Arunjyoti Bio Ventures Ltd.

BSE: 530881 Sector: Others
NSE: N.A. ISIN Code: INE485K01014
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OPEN 15.25
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VOLUME 260
52-Week high 34.55
52-Week low 6.54
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arunjyoti Bio Ventures Ltd. (ARUNJYOTIBIO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERTAIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

(In lakhs)
Particulars 2019-20 2018-19
Total Income 731.17 371.90
Total Expenditure 718.08 367.52
Profit Before Tax 13.09 4.38
Provision for Tax 2.52 NIL
Profit after Tax 10.57 4.38
Transfer to General Reserves - -
Profit available for appropriation 10.57 4.38
Provision for Proposed Dividend - -
Provision for Dividend Tax - -
Balance Carried to Balance Sheet 10.57 4.38
Basic EPS 0.51 0.21
Diluted EPS 0.51 0.21

REVIEW OF OPERATIONS:

Your Company has shown good results during the year under review and achieved sales andother income of Rs. 731.17 lakhs and net profit of Rs. 10.57 Lakhs as compared to salesand other income of Rs. 371.90 lakhs and net profit of Rs. 4.38 lakhs achieved in theprevious financial year.

2. IMPACT OF COVID -19

The outbreak of Coronavirus pandemic globally and in India in general has disruptedsignificantly the economic activities across the world causing slowdown in economicgrowth. Due to outbreak of Coronavirus pandemic in india Lock down imposed in indiaeffects the total transport system hence we unable to dispatch our products (MulchingSheets) to our customers in time.

Our office was operating in accordance with the statutory guidelines with respect toCoVID-19 ensuring health and safety of the employees.

3. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. RESERVES

During the year your Company has not transferred any amount to General ReserveAccount.

5. DIVIDEND

Keeping the Company's expansion and growth plans in mind your directors have decidednot to recommend dividend for the year.

6. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report. (i.e.28.07.2020)

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. BOARD MEETINGS:

The Board of Directors duly met Five (5) times during the financial year from 1st April2019 to 31st March 2020. The dates on which the meetings were held are 30.05.201913.08.2019 12.11.2019 03.01.2020 and 12.02.2020.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:

• Mr. Romi Agarwal was resigned as company secretary and compliance officer witheffect from 03.01.2020.

• Mr. Rama Mohan Challa was appointed as Additional Director of Arunjyoti BioVentures Limited with effect from 15.12.2018. However hedid not wish to be reappointed asDirector in the 33rdAnnual General meeting and requested to relieve him as Director of thecompany after the conclusion of the AGM.

• Mr. P Praveen Kumar (DIN: 02009879) who retires by rotation and being eligibleoffers himself for re-appointment.

• Reappointment of Ms. Vanaja Kumari Dokaparthi as Independent Director of TheCompany for the term of 5 years.i.e. w.e.f. 30.09.2020 up to 29.09.2025.

• Reappointment of Mr. Venkata Rama Rao Polsani as an Independent Director of TheCompany for the term of 5 years.i.e. w.e.f. 30.05.2021 up to 29.05.2026.

• As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re- appointment are given as under:-:

Name of the Director Venkatrama Rao Polsani Vanaja Kumari Dokiparthi Mr. P. Praveen Kumar
Date of Birth 27.08.1957 07.09.1970 12.05.1976
Qualification M.B.A. Doctor Graduate
Expertise in specific functional areas Management Technical Technical
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board 1. Taaza International Limited 2. Grandma Trading & Agencies Ltd 1. Taaza International Limited 2. Grandma Trading & Agencies Ltd
Shareholding of nonexecutive directors. - - -
No. of Shares held in the Company - - 103664 Equity shares
Inter se relationship with any Director - - -

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mrs. Vanaja Kumari Dokiparthi Mr. M AdityaVardhan Reddy Mr. Polsani Venkata Rama Rao and Mr. Chandra Shekar Kondari IndependentDirectors of the Company to the effect that they are meeting the criteria of independenceas provided in Sub-Section (6) of Section 149 of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.

The details of familiarisation programme held in FY 2019-20 are also disclosed on theCompany's website at https:// www.orbisagri.com

13. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management. The Policy is included in the Directors Report elsewhere.

14. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

15. COMPOSITION OF COMMITTEES:

AUDIT COMMITTEE: (Audit Committee constituted in terms of sec. 177 of Companies Act2013 read with reg. 18 of SEBI (LODR) Regulations 2015)

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section177 of Companies Act 2013 and as per Regulation 18 of SEBI (LODR) Regulations 2015 andinteralia includes

1. Over view of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statement reflects a true and fairposition and that sufficient and credible information is disclosed.

2. Recommending the appointment and removal of statutory auditors internal auditorsand cost auditors fixation of their audit fees and approval for payment of any otherservices.

3. Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

4. Reviewing the financial statement and draft audit report including quarterly/halfyearly financial information.

5. Reviewing with the management the annual financial statements before submission tothe Board focusing primarily on:

i) Any changes in accounting policies and practices.

ii) Major accounting entries based on excises of judgment by the management.

iii) Qualifications in draft audit report.

iv) Significant adjustment arises out of audit.

v) The going concern assumption.

vi) Compliance with accounting standards stock exchange and legal requirementconcerning financial statements.

vii) Review and approval of related party transactions.

6. Reviewing the company's financial and risk management's policies.

7. Disclosure of contingent liabilities.

8. Reviewing with management external and internal auditors the adequacy of internalcontrol systems.

9. Reviewing the adequacy of internal audit function including the audit characterthe structure of the internal audit department approval of the audit plan and itsexecution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

10. Discussion with internal auditors of any significant findings and follow-upthereon.

11. Reviewing the findings of any internal investigations by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

12. Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

13. Reviewing compliances as regards the Company's Whistle Blower Policy.

14. Review and monitor the end use of funds raised through public offers and relatedmatters;

15. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;

16. Frame and review policies in relation to implementation of the Code of Conduct forPrevention of Insider Trading and supervise its implementation under the overallsupervision of the Board;

17. Discharge such duties and functions as indicated in the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompanies Act 2013 and the rules made thereunder from time to time.

18. reviewing the utilization of loans and/ or advances from/investment by the holdingcompany in the subsidiary exceeding rupees 100 crore or 10% of the asset size of thesubsidiary whichever is lower including existing loans / advances / investments existingas on the date of coming into force of this provision.

B. COMPOSITION MEETINGS & ATTENDANCE

There were four (4) Audit Committee Meetings held during the year on 30.05.201913.08.2019 12.11.2019 and 12.02.2020.

Name Designation Category No. of meetings held No. of meeting attended
M Aditya Vardhan Reddy Chairman NED(I) 4 4
Vanaja Kumari Dokiparthi Member NED(I) 4 4
Mr. Raja Kumar Babulal Member ED 4 4

NED (I): Non Executive Independent Director ED: Executive Director

C. The previous Annual General Meeting of the Company was held on 30.09.2019 andChairman of the Audit Committee attended previous AGM.

NOMINATION & REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration committee constituted interms of Section 178 of Companies Act 2013 and as per Regulation 19 of SEBI (LODR)Regulations 2015 are as under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving:

a. To take into account the financial position of the Company trend in the industryappointee's qualification experience past performance past remuneration etc.

b. To bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and /or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-timeDirector(s) based on their performance and defined assessment criteria.

• Recommend to the board all remuneration in whatever form payable to seniormanagement.

• On an annual basis recommend to the Board the remuneration payable toDirectors KMP and executive team of the Company.

• Review matters related to remuneration and benefits payable upon retirement andseverance to MD/EDs KMP and executive team.

• Review matters related to voluntary retirement and early separation schemes forthe Company.

• Provide guidelines for remuneration of Directors on material subsidiaries.

• Recommend to the Board how the Company will vote on resolutions for remunerationof Directors on the Boards of its material subsidiaries.

• Assist the Board in fulfilling its corporate governance responsibilitiesrelating to remuneration of the Board KMP and executive team members.

• Oversee familiarization programmes for Directors.

• Review HR and People strategy and its alignment with the business strategyperiodically or when a change is made to either.

• Review the efficacy of HR practices including those for leadership developmentrewards and recognition talent management and succession planning.

• Perform other activities related to the charter as requested by the Board fromtime to time

B. COMPOSITION OF THE COMMITTEE MEETINGS & ATTENDANCE

There were two Nomination and Remuneration Committee Meetings held during the financialyear on 30.05.201912.02.2020

Name Designation Category No. of meetings held No. of meeting attended
M Aditya Vardhan Reddy Chairman NED(I) 2 2
Vanaja Kumari Dokiparthi Member NED(I) 2 2
Polsani Venkata Rama Rao Member NED(I) 2 2

NED (I): Non Executive Independent Director ED: Executive Director

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

Remuneration paid to Mr. P. Praveen Kumar is Rs. 950000 in the financial year2019-20

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

1.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBi (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retirement benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

C. REMUNERATION POLICY:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered and individual performance.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a Director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director" means a Director referred to in sub-Section (6) ofSection 149 of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the Company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any Company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as any prescribed from time to time under thecompanies Act 2013 Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the Company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laiddown in Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

An independent Director in relation to a Company means a Director other than amanaging Director or a whole-time Director or a nominee Director-

a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoters of the Company or its holding subsidiary orassociate Company;

(ii) who is not related to promoters or Directors of the Company its holdingsubsidiary or associate Company

c. who has or had no pecuniary relationship with the Company its holding subsidiaryor associate Company or their promoters or Director during the two immediatelypreceding financial year or during the current financial year;

d. none of whose relative has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate Company or their promoters or Directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial year or during the current finance year;

e. who neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has beenemployee of the or associate Company in any of the three finance years immediatelypreceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner in any of the three financeyear immediately preceding the financial year in which he is proposed to be appointed of-

(A) a firm of auditors or Company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate Company amounting to ten per cent or more of the grossturnover of more of the gross turnover of such firm;

(i) holds together with his relatives two per cent or more of the total voting power ofthe Company; or

(ii) is a chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five per cent or more of its receipt from the Companyany of its promoters Directors or its holding subsidiary or associate Company or thatholds two per cent or more of the total voting power of the Company; or

(iii) is a material supplier service provider or customer or a lesser or lessee of theCompany.

f. Shall possess appropriate skills experience and knowledge in one or more field offinance law management sales marketing administration research corporate governancetechnical operations corporate social responsibility or this disciplines related to theCompany's business.

g. Shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

h. who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the companies Act 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir Directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the Company. The NR Committee shall take intoaccount the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman ofmore than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under Section 8 of the companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered and individual performance.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the Directors key managerialpersonnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the Company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of Section 178 of the companies Act 2013clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the Companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non - Executive Directors of the Company within theoverall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof. The NonExecutive Directors shall also beentitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India CircularNo.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year April 2019 to March 2020 One (1) Stakeholders Relationship CommitteeMeetings were held. The said meeting was held on 13.02.2020

A. COMPOSITION AND ATTENDANCE FOR MEETINGS:

Name Designation Category No. of meetings held No. of meeting attended
M Aditya Vardhan Reddy Chairman NED(I) 1 1
Polsani Venkata Rama Rao Member NED(I) 1 1
Raja Kumar Babulal Member ED 1 1

NED (I): Non Executive Independent Director ED: Executive Director

B) Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

• To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called cenport@gmail.com forcomplaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

The Committee's prime responsibility is to implement and monitor the risk managementplan and policy of the Company. The Committee's constitution meets with the requirementsof Regulation 21 of SEBI (LODR) Regulations 2015

A. ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation

• Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that al known andemerging risks have been identified and mitigated or managed.

B. COMPOSITION

The composition of the Risk Management Committee as under:

Name Designation Category
Vanaja Kumari Dokiparthi Chairperson NED(I)
M Aditya Vardhan Reddy Member NED(I)
Raja Kumar Babulal Member ED

NED (I) : Non Executive Independent Director

ED: Executive Director

No meeting held during the year 2019-20

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year no amount was transferred to Investor Education and Protection Fund(IEPF).

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review the Company does not have any subsidiaries jointventures or associate Companies.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is a part of this Annual Report in enclosed as Annexure-I.

20. STATUTORY AUDITORS:

M/s. M.M. Reddy & Co Chartered Accountants the present Auditors of the Companycomplete their term as Auditors and in terms of their appointment made they are holdingoffice of the auditors up to the conclusion of the 34th AGM and hence would retire at theconclusion of the forthcoming 34th AGM.

M/S M.M Reddy & Co has provided the Auditors Report along with notes to accountsfor the Financial Year ended 31.03.2020

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

22. INTERNAL AUDITORS:

During the Year no internal Auditor was appointed.

23. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

24. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed M/s. Vivek Surana & Associates Practicing CompanySecretaries to undertake Secretarial Audit of the Company for financial year ending31.03.2020. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II ofthis Report.

25. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the

Accounts for the year ended March 312020 and has noted that the same does not have anyreservation qualification or adverse remarks. However the Board decided to furtherstrengthen the existing system and procedures to meet all kinds of challenges and growthin the market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March312020 on the Compliances according to the provisions of Section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks exceptthat the Company does not have an Internal Auditor.

Reply:

The Company is in the process of appointment of Internal Auditor.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearunder review which attracts the provisions of Section 186 of the Companies Act 2013

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013 except certain arm lengthtransaction during the year. Accordingly no disclosure or reporting is required coveredunder this Section.

28. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.

29. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a vigil Mechanism for Directors and employees to report genuine concerns has beenestablished. It also provides for necessary safeguards for protection againstvictimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTS OFCSR POLICY):

Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

32. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec 73 74& 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

34. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

35. INSURANCE:

The Company does not have any major fixed assets and accordingly it is not required totake any insurance policy.

36. CREDIT & GUARANTEE FACILITIES:

The Company has not availed any facilities of Credit and Guarantee for the business ofthe Company.

37. SHARE CAPITAL

The authorised share capital of the Company stands at Rs. 35000000/-

The paid up share capital of the Company stands at Rs. 20709000 /- divided into2070900 equity shares of Rs.10/- each.

38. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as envisaged in SEBI LODRRegulations is not applicable.

39. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure III for information of the Members.

40. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (https:// www.orbisagri.com). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

41. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT.

42. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

43. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. The following is the summary of sexual harassment complaints received anddisposed during the calendar year.

• No. of complaints received: Nil
• No. of complaints disposed off: Nil

45. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES(APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure IV to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure V

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

46. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr. Pabbathi Praveen Kumar Whole-timeDirector of the Company to the median remuneration of the employees is 4.87:1

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.orbisagri.com

48. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

49. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

50. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2019-2020 is annexed in this Annual Report.

51. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board

Arunjyoti Bio Ventures Limited

Sd/- Sd/-
Pabbathi Praveen Kumar Rajakumar Babulal
Place: Secunderabad Whole-time Director cum CFO Whole-time Director
Date: 28.07.2020 (DIN: 02009879) (DIN: 07529064)

CERTIFICATE OF CODE OF CONDUCT FOR THE YEAR 2019-20

The shareholders

Code of Conduct

The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.

Certificate of Code of Conduct for the year 2019-2020 as per Regulation 17(5) read withRegulation 34 (3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Arunjyoti Bio Ventures Limited is committed for conducting its business in accordancewith the applicable laws rules and regulations and with highest standards of businessethics. The Company has adopted a "Code of Ethics and Business Conduct" which isapplicable to all Director officers and employees.

I hereby certify that all the Board Members and Senior Management have affirmed thecompliance with the Code of Ethics and Business Conduct under a certificate of Code ofConduct for the year 2019-2020.

For and on behalf of the Board

Arunjyoti Bio Ventures Limited

Sd/- Sd/-
Pabbathi Praveen Kumar Rajakumar Babulal
Place: Secunderabad Whole-time Director cum CFO Whole-time Director
Date: 28.07.2020 (DIN: 02009879) (DIN: 07529064)

.