To the Members
The Directors have pleasure in presenting before you the 21st Director'sReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2019.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2019 has been as under:
(Rs. In Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
|Total Income ||2640.13 ||2016.91 ||2713.17 ||2132.04 |
|Total Expenditure ||2478.15 ||1968.42 ||2576.62 ||2095.84 |
|Profit Before Tax ||161.98 ||48.49 ||136.55 ||36.20 |
|Provision for Tax ||26.03 ||23.79 ||25.15 ||25.02 |
|Profit before Other || || || || |
|Comprehensive Income ||135.95 ||24.70 ||111.40 ||11.18 |
|Other Comprehensive Income ||1.40 ||5.84 ||1.40 ||5.84 |
|Profit after Tax ||137.35 ||30.54 ||112.80 ||17.02 |
REVIEW OF OPERATIONS:
During the year under review your company recorded a turnover of Rs. 2640.13 Lakhs asagainst Rs. 2016.91 Lakhs in the previous financial year. The turnover includes revenuefrom the Clinical Research services.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March 2019 and the date of Board's Report. (i.e.13.08.2019)
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.
TRANSFER TO RESERVES:
During the year under review 3842000 warrants were converted into equity shares on12-06-2018 and an amount of Rs. 77800500 received towards share premium amount (@ Rs.20.25 premium per share ) was transferred to reserves.
The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarisationprogramme for Independent
Directors is disclosed on the Company's website www.bnrsecurities.com
A separate section titled "Report on Corporate Governance" along with theAuditors' Certificate on Corporate Governance as stipulated under Regulation 34 read withSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return is Annexed as Annexure no.II of this Annual Report.
The authorised capital of the company is Rs. 210000000/- consisting of 21000000equity shares of Rs. 10/- each and the paid up share capital of the Company is Rs.153014650/-consisting of 15301465 equity shares of Rs. 10/- each.
In the Board Meeting held on 12.06.2018 3842000 warrants were converted into3842000 equity shares of Rs. 10/- each at an issue price of Rs. 30.25 per share.
As a result the paid up capital of the company increased from Rs. 114594650./-consisting of 11459465 equity shares of Rs. 10/- each to to Rs. 153014650./-consisting of 15301465. equity shares of Rs. 10/- each .
As the profits are inadequate the Directors do not propose any dividend for the yearunder review.
The Board of Directors duly met 6 (Six) times on 26.05.2018 12.06.2018 14.08.201812.11.2018 14.02.2019 and 06.03.2019 and in respect of which meetings proper notices aregiven and the proceedings are properly recorded and signed in the Minutes Book maintainedfor the purpose.
DIRECTORS AND KEY MANANGERIAL PERSONNEL: The following Directors/ KMPs areappointed or resigned during the year 2018-19 and upto the date of Board's Report as on13.08.2019: i. Mr. K. Krishna Kishore was appointed as CFO of the Company w.e.f 11thOctober 2018 and as compliance officer w.e.f 7th June 2019. ii. Mr. G. RaviKumar resigned as CFO of the Company w.e.f 10th October 2018 iii. Mr. ChandraSekhar Company Secretary cum Compliance officer resigned w.e.f 06th June 2019As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors or Key Managerial Personnels who are apppointed during theyear and upto the date of Board's Report or seeking appointment/re-appointment are givenas under:-
|Name of the Director ||Mr. T Ravi Babu |
|Age ||51 years |
|DIN ||01274099 |
|Date of Appointment ||28/02/2000 |
|Qualification ||MBA |
|Brief resume and expertise in specific functional areas ||More than 18 years of experience in freelancing advertising and consulting computer graphics and also worked as Director of Cinematography in Indian Broadcasting Company at New York for 4 years. |
|Relationship between Directors inter se [(As per Section 2(77) of the CompaniesAct 2013 and Rule 4 of Companies (Specification of Definition Rules 2014)] ||Promoter of the company |
|Directorship in other Companies ||NIL |
|Chairmanship/membership of || |
|Committees of other Companies ||NIL |
|Shareholding in the Company ||2500 |
|Last remuneration drawn ||NIL |
|No. Of board meetings attended during the year ||5 |
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) TheDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) The Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The Directors had prepared the annual accounts on agoing concern basis; and (e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. (f) The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received a declarations from Independent directors of the company Mr.G. Bhanu Prakash Mr. S.S.R Koteswara Rao and Mr. K. Rama Krishna Prasad to the effectthat they are meeting the criteria of independence as provided in Sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES / JOINT VENTURES:
In accordance with Section 129(3) of the Companies Act 2013 a statement containingsalient features of the financial statements of the subsidiary companies in Form AOC 1 isas an attachment herewith forming part of the Annual Report. In accordance with thirdprovison to Section 136(1) of the Companies Act 2013 the Annual Report of your Companycontaining therein its audited standalone and the consolidated financial statements hasbeen placed on the website of the Company at www.jeevanscientific.com. Further auditedfinancial statements together with related information and other reports of each of thesubsidiary companies have also been placed on the website of the Company atwww.jeevanscientific.com.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
No companies have become or ceased to be the subsidiaries joint ventures or associatecompanies of the company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
M/s. Pavuluri & Co were appointed as Statutory Auditors for a period of 5 years inan earlier Annual General Meeting held on 27th September 2017.
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 Miunistry 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.
M/s. K P & Associates Chartered Accountants Hyderabad are the internal Auditorsof the Company for the financial year 2018-19
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by M/s. S.S. Reddy & Associates.Practicing Company
Secretaries is annexed to this Report as Annexure - III.
INDIAN ACCOUNTING STANDARDS
The implementation of Indian Accounting Standards (IAS) was a major change processwhich the company has implemented with effect from 01st April 2017 onwards.
QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 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 marketexpected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and has noted that the samedoes not have any reservations qualifications or adverse remarks. The Secretarial AuditReport in Form MR-3 is annexed to the Annual Report as Annexure - III.
CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the provisions of the Companies Act 2013 and the AccountingStandards AS-21 and AS-27 on consolidated financial statements the Directors haveprovided the consolidated financial statements for the financial year ended March 31 2019which forms part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134(3)(m) 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: i. Research and Development (R&D): The company hasstarted a Bioanalytical Lab in the new premises. Bioanalytical research laboratory isdesigned with state of the art facility equipped with advanced analytical instrumentationhaving 2 processing labs and 4 LC-MS/MS labs which can accommodate up to 12 LCMS/ MS.Jeevan Scientific 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 the newfacility 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 ofactual inflows during the year and the foreign exchange outgo during the year in terms ofactual outflow: Please refer to note no.1(xiv) of notes to accounts.
DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
The Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. 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.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any Loans Guarantees or Investments during the year underreview.
CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from The Karur Vysya Bank Ltd. and Personal Guaranteeswere given by Mr. K. Krishna Kishore Vice Chairman & Managing Director Smt. K.Vanaja Director & Shri. M. Rajendra Prasad Whole Time Director & CEO without anyconsideration for obtaining Bank Guarantees.
RISK MANAGEMENT POLICY:
The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment and minimization of probable risks. It ensures that all therisks are timely defined and mitigated in accordance with the well structured riskmanagement process.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since the Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.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.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on arm'slength basis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.jeevanscientific.com.
The Directors draw attention of the members to Note no.31 in notes to accounts whichsets out related party disclosures.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE NAME OF EVERY EMPLOYEE:
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 A
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 a remuneration to Mr. K. Krishna KishoreVice-Chairman and ManagingDirector of the Company is 25:1 and to Mr. Rajendra Prasad Whole-Time director and CEO ofthe Company is 25:1.
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.
CEO/ CFO Certification
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2018-19 is provided elsewhere in this Annual Report.
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfilment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.
Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors / CommitteeMembers wherever applicable.
The evaluation procedure followed by the company is as mentioned below: i) Feedback issought from each Director about their views on the performance of the Board coveringvarious criteria such as degree of fulfilment of key responsibilities Board structure andcomposition establishment and delineation of responsibilities to various Committeeseffectiveness of Board processes information and functioning Board culture and dynamicsquality of relationship between the Board and the Management and efficacy of communicationwith external stakeholders. Feedback was also taken from every Director on his assessmentof the performance of each of the other Directors. ii) The Nomination and RemunerationCommittee (NRC) then discusses the above feedback received from all the Directors. iii)Based on the inputs received the Chairman of the NRC also makes a presentation to theIndependent Directors at their meeting summarising the inputs received from the Directorsas regards Board performance as a whole and of the Chairman. The performance of theNon-Independent Non-Executive Directors and Board Chairman is also reviewed by them. iv)Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued. v) Every statutorily mandated Committee of the Board conductsa self-assessment of its performance and these assessments are presented to the Board forconsideration.
Areas on which the Committees of the Board are assessed include degree of fulfilment ofkey responsibilities adequacy of Committee composition and effectiveness of meetings. vi)Feedback is provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation are presented to the Board and actionplans are drawn up. During the year under report the recommendations made in the previousyear were satisfactorily implemented.
The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 toBombay Stock Exchange where the Company's Shares are listed.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review as stipulated underRegulation 4(3) read with schedule V Part B of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is presented in aseparate section forming part of the annual report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.
3. Issue of shares under employee's stock option scheme:The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014
4. Non- Exercising of voting rights : During the year under review therewere no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase ofits shares: The company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The company did not buy-back any shares during theperiod under review.
7. Disclosure about revision: Since the company did not undergo anyrevision this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: 3842000 warrants were converted into3842000. equity shares of Rs.10/- each at an issue price of Rs. 30.25 per share onpreferential basis on 12-06-2018 The proceeds of the preferential issues was spent/utilized towards intended objects and as mentioned in the explanatory statement of thenotice of the AGM dated 30th Day of August 2016.
The Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000 and above per month or Rs10200000/-and above in aggregate per annum the limits prescribed under Section 197(12)of Companies
Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
No. of complaints received: Nil
No. of complaints disposed off: Nil
The directors further state that during the year under review there were no casesfiled pursuant to the sexual harassment of women at work place. (Prevention prohibitionand Redressal act 2013)
During the year under review the Company has neither accepted nor renewed any depositwithin the meaning of Section 73 and 76of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
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 |
|Jeevan Scientific Technology Limited |
| ||Sd/- ||Sd/- |
|Place : Hyderabad ||K. Krishna Kishore ||M. Rajendra Prasad |
|Date : 13.08.2019 ||Vice Chairman & ||Whole-Time Director |
| ||Managing Director ||and CEO |
| ||(DIN : 00876539) ||(DIN : 02376561) |