To the Members
The Directors have pleasure in presenting before you the 23rd Directors' Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2021.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance for the period ended 31st March 2021 is as under:
(Amount in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||4139.36 ||2056.74 ||4787.59 ||2394.09 |
|Other Income ||92.43 ||156.30 ||93.91 ||157.60 |
|Unbilled Revenue ||53.00 ||95.80 ||53.00 ||95.80 |
|Profit/Loss Before Depreciation finance costs Exceptional Items and Tax expense ||1885.23 ||379.82 ||1971.13 ||350.11 |
|Depreciation/Amortisation/Impairment ||(395.52) ||(390.78) ||396.83 ||392.05 |
|Profit/Loss before finance costs exceptional items and Tax expense ||1489.71 ||(10.96) ||1574.30 ||(41.94) |
|Less: Finance Costs ||(171.86) ||(226.82) ||(209.36) ||(273.13) |
|Profit/Loss before Exceptional Items and Finance Costs ||1317.85 ||(237.78) ||1364.94 ||(315.07) |
|Add/(Less): Exceptional Items ||- ||(739.24) ||- ||(739.24) |
|Profit/Loss before tax expense ||1317.85 ||(977.02) ||1364.94 ||(1054.31) |
|(Less): Tax Expense (Current & deferred) ||(191.92) ||195.55 ||(190.94) ||195.71 |
|Profit/(Loss) for the year (1) ||1125.93 ||(781.47) ||1174 ||(858.60) |
|Total Comprehensive Income/(Loss) (2) ||5.96 ||(2.43) ||5.96 ||(2.43) |
|Total (1+2) ||1131.89 ||(783.90) ||1179.96 ||(861.03) |
|Earnings per share ||7.40 ||(5.12) ||7.71 ||(5.63) |
REVIEW OF OPERATIONS:
During the year under review the Company on a standalone basis has recorded an incomeof Rs. 4284.79 Lakhs and profit of Rs. 1131.89 Lakhs as against the income of Rs.2308.84 Lakhs and loss of Rs. 783.90 Lakhs respectively in the previous financial yearending 31.03.2020.
Also the company on a consolidated basis has recorded an income of Rs. 4934.50 Lakhsand profit of Rs. 1179.96 Lakhs as against the income of Rs. 2647.49 Lakhs and loss ofRs. 861.03 Lakhs respectively in the previous financial year ending 31.03.2020.
BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is provided under ManagementDiscussion and Analysis report which has been prepared inter-alia in compliance withRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015and forms part of this Report.
2. IMPACT OF COVID - 19:
The COVID-19 created havoc in the world economy and severely affected the health ofpeople at large and held the world at its standstill. Accordingly the lockdowns that wereannounced from time to time across India resulting in temporary suspension of operationsand temporary closure of offices and plants/manufacturing facilities of the Company inline with the government/local authorities' directions.
However during the lockdown your Company continued to provide support to customerswith the invaluable support of Employees/workers and Management at various levels. As therestrictions were eased out your Company while closely monitoring the situation andfollowing safety guideline started staggered manufacturing at its plants and took all thenecessary steps to maintain or achieve the predetermined targets.
3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting financial position of thecompany between 31st March 2021 and the date of Board's Report. (i.e. 09.08.2021)
4. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
The Board of Directors are pleased to recommend a final dividend of Rs. 0.5/- perequity shares for the financial year 2020-21.
The final dividend is subject to approval of members at the ensuing Annual GeneralMeeting of the Company scheduled to be held on September 152021. The final dividend onceapproved by shareholders will be paid within the stipulated time subject to deduction oftax at source. The Record Date for the purpose of payment of final dividend will beSeptember 08 2021.
6. TRANSFER TO RESERVES:
The Closing balance of reserves including retained earnings of the Company as atMarch 31st 2021 on Standalone basis is Rs. 209473657/-.
7. BOARD MEETINGS:
The Board of Directors duly met 4 (Four) times on 30.07.2020 05.09.2020 02.11.2020and 27.01.2021 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.
8. a)APPOINTMENT / RE-APPOINTMENT / RESIGNATION /RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL
During the period under review following were the Directors/ Key Managerial Personnelresigned/ appointed during the financial year 2020-21 including between the financial yearended 31st March 2021 and date of Board's report (i.e. 09.08.2021):
|S No. Name of the Directors/KMP ||Designation ||Purpose ||Date of appointment/ Cessation |
|1 Mr. Jeevan Krishna Kuchipudi ||Additional Director ||Appointment ||02.11.2020 |
|2 Ms. Snigdha Mothukuri ||Additional Director ||Appointment ||02.11.2020 |
|3 Mr. Y Nageswar Rao ||Additional Director ||Appointment ||23.06.2021 |
|4 Ms. K. Vanaja ||Director ||Cessation ||02.11.2020 |
|5 Ms. Sharvari Swapnil Shinde ||Company Secretary ||Appointment ||24.11.2020 |
|6 Mr. K. Krishna Kishore ||CFO ||Cessation ||16.02.2021 |
|7 Mr. M. Srikanth Sasidhar ||CFO ||Appointment ||16.02.2021 |
|8 Ms. Snigdha Mothukuri ||CEO ||Appointment ||23.06.2021 |
The Board places on record their appreciation for the invaluable contribution made byMs. K. Vanaja during her tenure as Director of the Company.
Mr. T. Ravi retires by rotation and being eligible offers himself for reappointment. Aresolution seeking shareholders' approval for his reappointment along with other requireddetails forms part of the Notice.
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 ||Mr. T. Ravi ||Mr. K. Rama Krishna Prasad |
|Date of Birth ||24.01.1968 ||30.01.1961 |
|Date of Appointment ||28.02.2000 ||12.02.2016 |
|Expertise in specific functional areas ||More than two decades of experience in freelancing specific functional areas advertising and consulting computer graphics and also worked as Director of Cinematography in Indian Broadcasting Company at New York for 4 years. ||More than three decades of diversified experience in field of Engineering Civil Construction Software Development and Consultancy services. |
|Qualifications ||MBA ||Bachelors in engineering |
|Names of the Listed entities in which the person is holding Directorships or Board Committee Memberships ||Nil ||Nil |
|Inter se relationship among Directors ||Nil ||Nil |
|Number of shares held in the Company ||2500 ||Nil |
|Name of the Director ||Y. Nageswar Rao ||Ms. Snigdha Mothukuri ||Mr. Jeevan Krishna Kuchipudi |
|Date of Birth ||01.10.1956 ||09.09.1992 ||15.05.1990 |
|Date of Appointment ||23.06.2021 ||02.11.2020 ||02.11.2020 |
|Expertise in specific functional areas ||Management Operations Finance Marketing and Administration ||Management Science Operations Civil Engineering ||Information Technology Operations and Finance |
|Qualifications ||Diploma in Polytechnic ||Master of Technology (IIT Madras) and Master of Science (Columbia University) ||MBA (Finance) |
|Names of the Listed entities in which the person is holding Directorships or Board Committee Memberships ||Nil ||Nil ||Nil |
|Inter se relationship among Directors ||Nil ||Daughter in law of Krishna Kishore and spouse of Jeevan Krishna Kuchipudi ||Son of Krishna Kishore Kuchipudi and spouse of Snigdha Mothukuri |
|Number of shares held in the Company ||Nil || ||724300 |
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any except Mr. K. Jeevan Krishna son of Mr.K. Krishna Kishore and husband of Mrs. Snigdha Mothukuri.
8. b) Opinion of the Board with regard to integrity expertise and experience(including the proficiency) of the independent directors appointed during the year:
During the year Mr. K. Ramakrishna Kakarla was re-appointed as an Independent Directorof the company. The Board's opines that his integrity is unquestionable and expertise andexperience have proven to be beneficial to the company.
9. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
10. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.
11. CORPORATE GOVERNANCE:
The Company has implemented all of its major stipulations as applicable to the Company.As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance duly audited is appended as Annexure II forinformation of the Members. A requisite certificate from the Secretarial Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe Report on Corporate Governance.
12. REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under review.
13. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies
Act 2013 read with Regulation 22 of SEBI (LODR) Regulations 2015 a vigil Mechanismfor Directors and employees to report genuine concerns has been established. It alsoprovides for necessary safeguards for protection against victimization for whistle blowingin 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) of the CompaniesAct 2013 and Regulation 46 of SEBI (LODR) Regulations 2015.
14. 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.
We affirm that the remuneration paid to the Directors is as per the terms laid down inthe Nomination and Remuneration Policy of the Company.
15. INVESTOR EDUCTION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government.
During the Year no amount of dividend was unpaid or unclaimed for a period of sevenyears and therefore no amount is required to be transferred to Investor Education andProvident Fund under the Section 125(1) and Section 125(2) of the Act.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationprovides an overview of the affairs of the Company its legal status and autonomybusiness environment mission & objectives Sectoral and segment-wise operationalperformance strengths opportunities constraints strategy and risks and concerns aswell as human resource and internal control systems is appended as Annexure III forinformation of the Members.
17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. G. Bhanu Prakash Mr. S.S.R KoteswaraRao and Mr. K. Ramakrishna Prasad Independent directors of the company to the effect thatthey are meeting the criteria of independence as provided in Sub-section (7) of Section149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Independent Directors have also confirmed that they have complied with theCompany's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
18. 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.Direct meetings with the Chairman is further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.
19. BOARD EVALUATION:
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 Circular No.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 criteria for performance evaluation covers the areas relevant to the functioning ofthe Board and Board Committees such as its composition oversight and effectivenessperformance skills and structure etc.
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 SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of 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 criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.
In a separate meeting of independent directors performance of nonindependentdirectors the board as a whole and the Chairman of the Company were evaluated takinginto account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
20. 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 annual return is uploaded onwebsite of the company i.e. http://www.jeevanscientific.com/.
a. Statutory Auditors
The members of the Company in accordance with Section 139 of the Companies Act 2013have passed a resolution for appointment of M/s. Pavuluri & Co. CharteredAccountants Hyderabad (Firm Registration No. 008918S) as Statutory Auditors of theCompany for a period of 5 years in the AGM held on 27.09.2017 to hold office up to theconclusion of 24th Annual General Meeting of the Company to be held in the year 2022-2023.
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the Annual General Meeting held on September 27 2017.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2021 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the comingyears.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act2013 the Board has appointed M/s. S.S Reddy & Associates Practicing CompanySecretaries who have conducted undertaken Secretarial Audit of the Company for financialyear ending 31.03.2021. The report of the Secretarial Auditor is enclosed herewith vide Annexure-Iof this Report.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the year ended March312021 on the Compliances according to the provisions of Section 204 of the CompaniesAct 2013.
Annual Secretarial Compliance Report
The Company has filed the Annual Secretarial Compliance Report for the year 2020-2021with the BSE Limited the report was received from a Practicing Company Secretary andfiled within the stipulated time as specified under Regulation 24A of the SEBI (LODR)Regulations.
c. Internal Auditor
The Company has appointed M/s. K P & Associates. Chartered Accountants as InternalAuditors of the Company for the Financial Year 2020-2021.
22. AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:
The authorized capital of the company stands at Rs. 210000000 /- divided into21000000 equity shares of Rs.10/- each
The paid up Share capital of the Company stands at Rs.153014650/- divided into15301465 equity shares of 10/- each.
23. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
24. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
Enhops Solutions Private Limited and Enhops Inc. (U.S.A) are the Subsidiary Companiesof Jeevan Scientific Technologies Limited. In accordance with Section 129(3) of theCompanies Act 2013 a statement containing salient features of the financial statementsof the subsidiary companies in Form AOC-1 is as an attachment herewith forming part of theAnnual Report. In accordance with third provision to Section 136(1) of the Companies Act2013 the Annual Report of your Company containing therein its audited standalone and theconsolidated financial statements has been placed on the website of the Company atwww.jeevanscientific.com.
25. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES AND JOINTVENTURES:
During the FY 2020-21 there are no companies which have become or ceased to be thesubsidiaries associates and joint ventures.
26. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:
There were no frauds reported by the auditors as per section 143 (12).
27. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company for the year ended March 31 2021have been prepared in accordance with the provisions of Section 129(3) of the CompaniesAct and applicable Accounting Standards and form part of this report.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with first proviso of Section 129(3) of the Companies Act read with Rule 5 of theCompanies (Accounts) Rules 2014 a separate statement containing salient features of theFinancial Statements of Subsidiary Companies in Form AOC-1 is enclosed as Annexure IV asis appended to this report which forms part of the Financial Statements. The separateAudited Financial Statements in respect of the Subsidiary are also available on thewebsite of the Company at www.jeevanscientific.com.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
The Company's operations are not energy intensive. Adequate measures have been taken toconserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technologyabsorption are not applicable to the Company.
i. Research and Development (R&D): Bioanalytical research laboratory is designedwith state of the art facility equipped with advanced analytical instrumentation having 2processing labs and 4 LC-MS/MS labs which can accommodate up to 12 LCMS/ MS. JeevanScientific offers a unique combination of highly trained workforce enabled withwell-equipped bio analytical research and development (R&D) laboratory.
ii. Technology absorption adoption and innovation: There was considerable technologyabsorption adoption and innovation with the addition of the above equipment in thefacility the results of which can be seen in the years to come.
C. Foreign Exchange Earnings and Out Go:
The foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflow is mentioned in financialstatements annexed to this report.
29. CORPORATE SOCIAL RESPONSIBILTY POLICY:
The company shall attract the provisions of Corporate Social Responsibility in the nextyear i.e. FY 2021-2022 u/s 135 of Companies Act 2013 based on the net profit of thecompany being more than Rs. 5.00 Crores in financial year 2020-2021.
30. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards.
31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments during thefinancial year under review except to the wholly owned subsidiary co. - Enhops SolutionsPrivate Limited.
32. CREDIT & GUARANTEE FACILITIES:
The Company availed facilities of Credit and Guarantee as and when required for thebusiness of the Company from the Karur Vysya Bank for which Personal Guarantees weregiven by Mr. K. Krishna Kishore Vice Chairman & Managing Director without anyconsideration for obtaining Bank Guarantees.
The properties and assets of your Company are adequately insured.
34. INTERNAL AUDIT AND FINANCIAL CONTROLS:
The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.
35. 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.
Further details of internal financial control and its adequacy are included in theManagement Discussion and Analysis Report and forms part of this Report.
36. RISK MANAGEMENT POLICY:
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 risksand also to identify business opportunities. As a process the risks associated with thebusiness are identified and prioritized based on severity likelihood and effectiveness ofcurrent detection. Such risks are reviewed by the senior management on a quarterly basis.
37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Our Company has formulated a policy on related party transactions which is alsoavailable on Company's website at www.jeevanscientific.com. This policy deals with thereview and approval of 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.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureV which forms part of this Report.
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.
(I) . AUDIT COMMITTEE
The Audit Committee of the Company is constituted and is in line with the provisions ofRegulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act2013 are included in the Corporate Governance report which forms part of this report.
(II) . NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted and is in linewith the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the StockExchanges read with Section 178 of the Companies Act 2013 are included in the CorporateGovernance report which forms part of this report.
(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted and is in linewith the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchangesread with Section 178 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report.
39. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable for the financial year 2020-21.
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. www.jeevanscientific.com
41. 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.
42. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
43. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent/Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgement of the Board may affect theindependence of the Directors except Mr. Jeevan Krishna Kuchipudi who is a promoter of thecompany and has a pecuniary relationship to the extent of shares held by her in thecompany.
44. PARTICULARS OF EMPLOYEES:
A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure VI (a) 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 VI (b).
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of the actread with rules 5(2) and 5(3) of the companies (Appointment and remuneration of Managerialpersonnel) Rules 2014 of the Companies Act 2013.
45. 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 the ratio of remuneration tomaiden employees is 1:0.04 in case of Mr. K. Krishna Kishore Vice Chairman and ManagingDirector Mr. Rajendra Prasad Whole time Director and Ms. Snigdha Mothukuri ExecutiveDirector and CEO of the Company
46. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
47. CODE OF CONDUCT COMPLIANCE:
All Members of the Board and Senior Management have affirmed compliance to the Code ofConduct for the Financial Year 2020-21. A declaration signed by the Managing Directoraffirming compliance with the Company's Code of Conduct by the Board of Directors andSenior Management for the Financial Year 2020-21 as required under Regulation 26(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included inthe Corporate Governance Report which is appended as Annexure II and forms part ofthis Report.
48. 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. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.
All employees are covered under this policy. During the year 2020-21 there were nocomplaints received by the committee.
49. EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities except as mentioned:
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. 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.
51. CEO/ CFO Certification
The Managing Director cum CEO and CFO certification of the financial statements for theyear 2020-2021 is annexed in this Annual Report.
52. APPRECIATION & ACKNOWLEDGEMENT:
The 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.
The Directors also wish to place on record their appreciation of business constituentsbanks and other financial institutions and shareholders of the Company like SEBI BSENSE MCX NSDL CDSL The Karur Vysya Bank Oriental Bank of Commerce Andhra Bank andState Bank of India etc. for their continued support for the growth of the Company.
For and on behalf of the Board of Jeevan Scientific Technology Limited
| ||Sd/- ||Sd/- |
| ||K. Krishna Kishore ||Snigdha Mothukuri |
| ||Vice Chairman and ||Director and CEO |
|Place: Hyderabad ||Managing Director ||(DIN:08934860) |
|Date: 09.08.2021 ||(DIN:00876539) || |