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Desh Rakshak Aushdhalaya Ltd.

BSE: 531521 Sector: Health care
NSE: N.A. ISIN Code: INE971E01016
BSE 00:00 | 08 Oct Desh Rakshak Aushdhalaya Ltd
NSE 05:30 | 01 Jan Desh Rakshak Aushdhalaya Ltd
OPEN 3.91
PREVIOUS CLOSE 3.91
VOLUME 400
52-Week high 4.29
52-Week low 3.90
P/E 3.95
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.91
CLOSE 3.91
VOLUME 400
52-Week high 4.29
52-Week low 3.90
P/E 3.95
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Desh Rakshak Aushdhalaya Ltd. (DESHRAKSHAK) - Director Report

Company director report

To

The Members

Desh Rakshak Aushdhalaya Limited

Your Directors have the pleasure of presenting the 39th Annual Report of theCompany on the business and operations of the Company together with Audited Statement ofAccounts for the year ended March 31 2020.

1. FINANCIAL RESULTS:

Particulars 2019-2020 2018-2019
Revenue from operations including other income 50972635.00 55559776.00
Profit before tax 3773542.00 4153209.00
Profit /(Loss) after tax 3047512.00 3354132.00
Profit for Appropriation Sub Total (A) 3047512.00 3354132.00
Transfer to General Reserve 3047512.00 3354132.00
Proposed Dividend 0.00 0.00
Tax on Dividend 0.00 0.00
Sub Total (B) 0.00 0.00
Balance carried to Balance sheet (A-B) 0.00 0.00

2. COMPANY'S PERFORMANCE AND OPERATION

The Total Income for the financial year under review was Rs. 509.73 lakhs as againstRs. 555.60 lakhs for the previous financial year registering a decrease of Rs. 45.87lakhs.

The profit before tax was Rs. 37.73 lakhs and the profit after tax was Rs. 30.48 lakhsfor the financial year under review as against Rs. 41.53 lakhs and Rs. 33.54 lakhsrespectively reported for the previous financial year.

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.

3. DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year underreview. As mentioned earlier the directors are not recommending any dividend for the yearunder review.

4. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable to the company.

5. DEPOSITS.

The Company has not accepted any deposits from public under Chapter V of the CompaniesAct 2013 during the financial year under review.

6. SHARE CAPITAL.

The present Authorized Share Capital of the Company is Rs. 100000000 /- (Rupees TenCrore Only)divided into 10000000(Rupees One Crore) Equity Shares of Rs.10/- each.

The paid-up equity share capital as on 31st March 2020 was Rs. 44383240/- (RupeesFour Crores Forty Three Lakhs Eighty Three Thousand Two Hundred and Forty Only) dividedinto 4438324(Forty Four Lakhs Thirty Eight Thousand Three Hundred and Twenty Four) equityshares of face value of 10/- each as at March 31 2020. There was no public issue rightsissue bonus issue or preferential issue etc. during the has not issued shares withdifferential voting rights sweat equity shares nor has initiated any stock options.

7. FINANCIAL STATEMENT.

Full version of the Annual Report 2019-20 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors‘ Report (including ManagementDiscussion and Analysis) are being sent via email to all shareholders who have providedtheir email address(es). Full version of Annual Report 2019-20 is also available forinspection at the registered office of the Company during working hours up to the date ofensuing Annual General Meeting (AGM). It is also available at the Company`s website at www.deshrakshak.in.

8. TRANSFER TO RESERVES:

The Company has transferred 30.48 Lacs to reserves for the year under scrutiny andaggregate balance of reserves and surplus is Rs 3047512.00

9. STATUTORY AUDITORS:

M/s Sudhanshu Jain & Associates Chartered Accountants were appointed asStatutory Auditors of the company at the Annual General Meeting held on 23rdSeptember 2017 for a term of five consecutive years till the conclusion of sixth AnnualGeneral Meeting to be held in 2022 for a term of 5 (five) year.

The statutory auditors report is annexed to this annual report. There are no adverseremarks on disclosure by the statutory auditors in their report. They have not reportedany incident of fraud to the Audit Committee of the Company during the year under review.Pursuant to Section 139(2) of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the Company at its Annual General Meeting (AGM) held on 23rdSeptember 2017 had appointed M/s Sudhanshu Jain & Associates CharteredAccountants as Statutory Auditors to hold office from the conclusion of 6th AGMof the Company subject to ratification by shareholders every year as may be applicable.

However the Ministry of Corporate Affairs (MCA) vide its notification dated 7thMay 2018 has omitted the requirement under first proviso to section 139 of the CompaniesAct 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules 2014 regardingratification of appointment of statutory auditors by shareholders at every subsequent AGM.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

10. LISTING FEES

Equity Shares of your Company are listed on BSE Limited. Your Company has paid therequired listing fees to Stock Exchange.

11. INTERNAL AUDITORS:

The Board of Directors of the Company has appointed M/s. RKG & AssociatesCost Accountants as Internal Auditors for the Financial Year 2019-2020 to conduct InternalAudit of the Company for the financial year ended 31st March 2020. The InternalAudit reports are being reviewed by the Audit Committee of the Company.

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

Further the Company has appointed M/s S Rohan & Company Chartered Accountants(for conducting the internal Audit for the financial year 2020-2021) as Internal Auditorsof the Company due to resignation tendered by M/s. RKG & Associates Cost Accountantson 17.06.2020.

12. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) rules 2014 the Board of Directorshave appointed M/S N.K Rastogi & Associates Company Secretaries in Practice(C.P.No.3785) as Secretarial Auditors to conduct Secretarial Audit of the Company for thefinancial year ended 31st March 2020. The Secretarial Audit Report issued by M/S N.KRastogi & Associates Practicing Company Secretaries in Form MR-3 is annexed tothis Board‘s Report as Annexure 1 .

The Board of Directors have appointed M/S N.K Rastogi & Associates CompanySecretaries as Secretarial Auditors for the financial year 2019-2020.

The Secretarial Audit Report made by practicing company secretary contains noqualification reservation or adverse remark.

Further the Company has appointed M/s R.C Sharma & Associates Company Secretaries(for conducting the Secretarial Audit for the financial year 2020) as Secretarial Auditorsof the Company due to resignation tendered by M/S N.K Rastogi & Associates CompanySecretaries on 17.06.2020.

13. STATE OF COMPANY'S AFFAIRS

The Company is engaged in the activities of Ayurvedic Medicines.

14. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

None of the employee of your company who was employed throughout the financial yearwas in receipt of remuneration in aggregate of one crore and two crore rupees or more orif employed for the part of the financial year was in receipt of remuneration of Eightlakh rupees and fifty thousand per month.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATION IN FUTURE:

There are no significant and material orders were passed by the regulators or courts ortribunals which affect the going concern status and future operation of the Company.Hence disclosure pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules 2014 is notrequired.

17. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection appointment and remuneration of Directors and KMPs.

Policy for Remuneration to Directors/Key Managerial Personnel i. Remuneration toManaging Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company. (b) The Nomination & Remuneration Committeeshall make such recommendations to the Board of Directors as it may consider appropriatewith regard to remuneration to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of the Companies Act 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remunerationfor attending meetings as prescribed under Section 197(5) of the Companies Act 2013)shall be subject to ceiling/limits as provided under the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force. The amount of suchremuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall alsonot be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services renderedwhich are of professional nature shall not be considered as part of the remuneration forthe purposes of clause (b) above if the following conditions are satisfied:

• The Services are rendered by such Director in his capacity as the professional;and

• In the opinion of the Committee the Director possesses the requisitequalification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay incompliance with the provisions of the Companies Act 2013 and in accordance with theCompany‘s Policy.

(b) The Fixed pay shall include monthly remuneration employer‘s contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from timeto time in accordance with the Company‘s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

No sitting fees were paid to non-executive non-independent Directors or independentDirectors as they have waived their entitlement for the same.

Non-executive Directors of a company‘s Board of Directors add substantial value tothe Company through their contribution to the Management of the Company. In addition theyalso play an appropriate control role. Even considering the valuable role of theIndependent Directors of the Company your company is in the process to finalized thesitting fees structure and shall update the members at large subject to regulatoryapproval and compliance(s) if any.

18. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2020 forms partof this report as Annexure-2.

In accordance with Section 134(3)(a) of the Companies Act 2013 the company placed acopy of the annual return on its website at http://www.deshrakshak.in.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013:

All transactions entered with Related Parties for the year under review were onarm‘s length basis and in the ordinary course of business. There are no materialrelated party transactions during the year under review with the Promoters Directors orKey Managerial Personnel. The Company has developed a Related Party Transactions frameworkthrough standard operation procedures for th purpose of identification and monitoring ofsuch transactions. All Related Party Transactions are placed before the Audit Committee asalso to be Board for approval. The particulars of contracts or arrangements entered intoby the Company with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 disclosed in Form No. AOC 2 and is set out as ANNEXURE -3and forms part of this report.

20. CORPORATE GOVERNANCE:

• Corporate Governance stipulated in SEBI(LODR) Regulations2015 is not applicableto the Company as paid up Equity Share capital not exceeding rupees ten crore and networth not exceeding rupees Twenty-Five Crore as on the last date of the previousfinancial year and the specific certificate to this effect has been obtained by theCompany & kept on its records so therefore the requirement of furnishing CorporateGovernance Report under Regulation 27(2) read with Schedule V of the Listing Obligations& Disclosure Requirements) Regulations 2015 is not applicable to the Company.Whenever this regulation becomes applicable to the Company at a later date the Companywill comply with the requirements of those regulations within six months from the date onwhich the provisions become applicable to our Company.

• Declaration by the Managing Director inter alia confirming that the members ofBoard of Directors have affirmed compliance with the code of conduct of the Board ofDirectors is attached as Annexure A' and forms part of Annual report.

• Certificate of the CEO and CFO inter alia confirming the correctness of thefinancial statements compliance with Company s Code of Conduct adequacy of the InternalControl measures and reporting of matters to the Audit Committee in terms of Regulation 27of Listing Obligation and Disclosure Requirement with the Stock Exchanges is attached AnnexureB‘ and forms part of Annual report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTOR RETIRE BY ROTATION :

Mr. Arihant Kumar Jain director of the company shall be liable to retire by rotationat the commencement of the ensuing Annual General Meeting and being eligible he offersherself for re-appointment.

CHANGES IN KEY MANAGERIAL PERSONNEL:

The appointment of Key Managerial Personnel is mandatory as per Section 203 of theCompanies Act 2013 as the company fall in the limits as prescribed under section 203 ofCompanies Act 2013.

The existing composition of the Company's board is fully in conformity with theapplicable provisions of the Companies Act 2013.

Mr. Arihant Kumar Jain Director of the Company who retires by rotation and beingeligible offers herself for re-appointment at the forthcoming Annual General Meeting(AGM).

CHANGES DURING THE FINANCIAL YEAR(2019-2020):

Name Designation Date Appointment/Resignation
CS Archana Pundir Company Secretary 31/07/2019 Resignation
CS Nikhil Sundrani Company Secretary 01/08/2019 Appointment
Ms. Ekta Gupta Additional Independent Director 02/08/2019 Appointment
Mr. Sachin Agarwal Independent Director 02/08/2019 Resignation
Mrs. Monika Jain Whole Time Director 01/06/2019 Appointment
Mr.Arihant Kumar Whole Time Director 01/06/2019 Appointment
Jain

CHANGES AFTER THE FINANCIAL YEAR UP TO THE DATE OF REPORT:

Name Designation Date Appointment/Resignation
Mrs. Sudesh Jain Director 18/06/2020 Resignation

DECLARATION BY THE INDEPEDNENT DIRECTORS:

All Independent Directors have submitted the declaration of independence pursuant tothe provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI ListingRegulations stating that they meet the criteria of independence as provided in Section149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact his/her ability to discharge his/ her duties with an objectiveindependent judgment and without any external influence.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the Independent Directors (?IDD ) of the Company have registeredthemselves with the India Institute of Corporate Affairs (IICA) Manesar and have includedtheir names in the databank of Independent Directors within the statutory timeline. Theyhave also confirmed that they will appear for the online proficiency test within a periodof one year wherever applicable. Further there has been no change in the circumstancesaffecting their status as IDDs of the Company.

22. FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

After the successful open offer completion and charge as taken by the new Boardmembers the Independent Directors attended a Familiarization/ Orientation Program asbeing inducted by the Board. The Company had devised the detailed framework for theFamiliarization Program and also approved the format of the formal letter of appointmentas required to be given to the Independent Directors outlining their role functionduties and responsibilities.

23. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Seven times during the year on 13.05.201929.05.2019 01.08.2019 13.08.2019 24.08.2019 13.11.2019 and 13.02.2020 in respectof which proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes book kept by the Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

24. CONSTITUTION OF COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee assists the Board in its responsibility of overseeing the qualityand integrity of the accounting auditing and reporting practices of the Company and itscompliance with the legal and regulatory requirements. The terms of reference of AuditCommittee cover the areas mentioned under Section 177 of the Companies Act 2013. Pursuantto which the details of composition meetings and attendance of the Meetings of the AuditCommittee are as under:-

The company being a listed company falls under the criteria as defined under section177 of the Companies Act2013 and Rule 6 and 7 of Companies (Meetings of Board and itsPowers) Rules 2014 The company has duly constituted the Audit Committee with Mrs. SwapnlaGupta (Chairman) Mr. Tosh Kumar Jain (Member) And Ms. Ekta Gupta (Member) .

The Audit Committee met 4 times on 10.05.2019 05.08.2019 06.11.2019 and 04.02.2020during the financial year ended March 31 2020. The Stakeholders RelationshipCommittee met 5 times on 06.04.2019 20.05.2019 05.08.2019 06.11.2019 and 04.02.2020 duringthe financial ended March 31 2020. The nomination and remuneration committee met 4times on 12.04.2019 21.05.2019 22.08.2019 and 01.02.2020 during the financial yearended March 31 2020. Members of the Committees discussed the matter placed andcontributed valuable inputs on the matters brought before.

There have been no instances of non-acceptance of any recommendations of the AuditCommittee by the Board during the financial year under review.

Additionally during the financial year ended March 31 2020 the IndependentDirectors held a separate meeting in compliance with the requirements of Schedule IVof the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligation and DisclosureRequirements) on 07.03.2020.

NOMINATION & REMUNARATION COMMITTEE

The Board has a Nomination and Remuneration policy which is generally in line with theexisting industry practice and applicable laws. The policy has been displayed on theCompany‘s website viz.www.deshrakshak.in.

The Nomination and Remuneration Committee assist the Board in overseeing the methodcriteria and quantum of compensation for directors and senior management based on theirperformance and defined assessment criteria. The Committee formulates the criteria forevaluation of the performance of Independent Directors & the Board of Directors;identifying the persons who are qualified to become directors and who may be appointed insenior management and recommend to the Board their appointment and removal. The terms ofthe reference of Nomination and Remuneration Committee covers the areas mentioned undersection 178 of the Companies Act 2013.

Pursuant to which the details of composition meetings and attendance of the Meetingsof the Nomination & Remuneration Committee are as under:

25. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required thestatutory auditors to report to the Audit Committee and/or Board under section 143(12) ofthe Act and rules framed thereunder.

26. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year ended March 31 2020 your Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March 2020as per Section 133 of the Companies Act 2013 read with rule 7 of Companies (Accounts)Rules 2014.

28. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee (?NRC ) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and inthe evaluation the Director who was subject to evaluation did not participate. On thebasis of performance evaluation done by the Board it shall be determined whether toextend or continue their term of appointment as and when their respective term expires.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind-AS are prescribed under Section 133 of the Companies Act 2013 ( theAct‘) read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015and Companies (Indian Accounting Standards) Amendment Rules 2016. The Company has adoptedall IND-AS Standards and the adoption was carried out in accordance with applicabletransition guidance. Accounting policies have been consistently applied except where anewly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that:

i. That in the preparation of annual accounts for the financial year ended 31stMarch 2020 the applicable Accounting Standards had been followed and that there were nomaterial departures;

ii. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and iv. That the directors had prepared the accounts for the financial year ended31st March 2020 on a "going concern basis.

v. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

30. VIGIL MECHANISM:

As Per Regulation 22 (1) Of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 it is mandatory for every listed company to formulate a vigil mechanismfor directors and employees to report genuine concern. According to section 177(10) of theCompanies Act 2013 it is mandatory for the company to disclose the establishment of suchmechanism on the website of the company and in the Board‘s Report.

The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.

31. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The audit committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities. The Audit Committee and the Board periodicallyreview the risks and suggest steps to be taken to manage/ mitigate the risk through aproperly defined framework. During the year no major risks were noticed which maythreaten the existence of the Company.

The development and implementation of risk management has been covered in themanagement discussion and analysis which forms part of annual report.

32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013.

The loan given or guarantee provided or investment made by the Company during thefinancial year 2019-20 as per Section 186 of the Companies Act 2013 have been given inthe Balance Sheet and Audit Report.

33. INTERNAL CONTROL SYSTEM:

The Company has a well placed proper and adequate internal control system whichensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Company‘s internal control systemcomprises audit and compliance by in-house Internal Audit Division supplemented byinternal audit checks. Independence of the audit and compliance is ensured by directreporting of Internal Audit Division to the Audit Committee of the Board.

34. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year.

35. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014there is no employee drawing remuneration above the limits set under Section 197 (12) ofthe Companies Act 2013.

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

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ( POSH Act‘) and Rules made thereunder yourCompany has constituted Internal Committees (IC) to look into complaints relating tosexual harassment at work place of any women employee. While maintaining the highestgovernance norms the Company has appointed external independent persons who worked inthis area and have the requisite experience in handling such matters as Chairpersons ofeach of the Committees. During the year Company has not received any complaint ofharassment.

37. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information regarding Energy Conservation Technology absorption and Foreign Exchangeearnings and outgo as per Section 134 of the Companies Act 2013 read with the Rule 8(3)of The Companies (Accounts) Rules 2014) are given under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount which is Rs1600536.00.

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic patternsubject to time to time modification in accordance with the modern development. So theentire method is indigenous and no foreign technology is involved.

(c). Foreign Exchange Earnings and Out Go

Export Sales of Rs. 9878702.00

38. OPERATIONS REVIEW:

For detailed operational review kindly refer to Management Discussion and Analysis andthe Report on Corporate Governance which forms part of this Annual Report.

39. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

40. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result ofoperations of the Company for the year under review as required under Regulation 34 ofSEBI (Listing Obligation And Disclosure Requirements) Regulation 2015 with the stockexchanges is given as a separate statement in Annual Report as ANNEXURE-4

41. INSIDER TRADING CODE.

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 ( the PIT Regulations‘) on prevention of insider tradingthe Company have its Code of Conduct for regulating monitoring and reporting of tradingby Designated Persons in line with the recent amendments brought by SEBI in the PITRegulations. The said Code lays down guidelines which advise Designated Persons on theprocedures to be followed and disclosures to be made in dealing with the shares of theCompany and cautions them on consequences of non-compliances. the Company has also updatedits Code of practices and procedures of fair disclosures of unpublished price sensitiveinformation by including a policy for determination of legitimate purposes.

42. INSURANCE

All the insurable interest of the company including Inventories Buildings Machineryetc. is adequately insured.

43. INDUSTRIAL RELATIONS:

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company tomaintain efficiency in the industry. It has taken various steps to improve productivityacross organization.

44. CAUTIONARY STATEMENT

Statements in this Directors‘ Report and Management Discussion and Analysisdescribing the Company‘s objectives projections estimates expectations orpredictions may be ?forward-looking statements within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the

Company‘s operations include changes in the government regulations tax regimesand economic developments within India or abroad.

45. ACKNOWLEDGEMENT& APPRECIATION

The Directors place on record their sincere appreciation for the dedication hard workand commitment of the employees at all levels and their significant contribution to yourCompany‘s growth. Your Company is grateful to the Distributors Dealers andCustomers for their support and encouragement. Your Directors thank the Banks FinancialInstitutions Government Departments and Shareholders and look forward to having the samesupport in all our future endeavors.

Further the Board expresses its gratitude to you as Shareholders for the confidencereposed in the management of the Company.

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