Your Directors have the pleasure in presenting the 29th Annual Reporton the business and operations of the Company and the Audited Financial Statements for theFinancial Year ended 31st March 2021.
The Company's financial performance during the year 2020-21 as comparedto the previous year 2019-20 is summarized below:
| || || || ||(Rs.in Lakhs) |
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Product Revenues ||3968.76 ||4428.41 ||4298.14 ||4763.7 |
|Service Revenues & Other Income ||351.51 ||940.05 ||1909.25 ||2913.62 |
|Gross Income ||4320.28 ||5368.47 ||6207.39 ||7677.32 |
|Less: VAT & Excise Duty ||310.10 ||360.39 ||310.10 ||360.39 |
|Net Income from Sales/Services ||4010.18 ||5008.08 ||5897.29 ||7316.93 |
|Profit before Interest Depreciation & Tax (EBITDA) ||28.66 ||311.50 ||86.16 ||722.85 |
|Profit before extraordinary items and tax ||-657.6 ||121.57 ||(673.83) ||453.76 |
|Extra Ordinary items ||0 ||0 ||0 ||0 |
|Profit Before Tax ||-657.6 ||121.57 ||(673.83) ||453.76 |
|Net Profit/Loss after tax ||-495.05 ||87.69 ||(484.36) ||405.33 |
|Minority interest in Profit ||0 ||0 ||0 ||15.60 |
|Other Comprehensive Income ||32.21 ||30.1 ||32.21 ||30.10 |
|Net Consolidated Profit/Loss ||-462.84 ||117.79 ||(452.15) ||419.83 |
|Loss Brought forward from previous year ||(797.15) ||(914.94) ||(1471.62) ||(1891.45) |
|Loss Carried to the Balance Sheet ||(1259.99) ||(797.15) ||(1923.77) ||(1471.62) |
REVIEW OF OPERATIONS
During the Financial Year under review the operational results endedwith a loss of Rs.657.60 Lakhs as against a profit Rs. 121.57 Lakhs during previous year.The Net revenue of the company stands at Rs.4337.44 Lakhs as against Rs.5384.11 Lakhsduring previous year showing a decline of 19.43%. The consolidated net revenue includingits subsidiaries for current year is Rs.6218.63 Lakhs against Rs. 7679.31 Lakhs during theprevious year.
During the year company's digital presence has substantiallyimproved across social media and other platforms website was upgraded this will go in along way to popularize "Kerala Ayurveda" Brand cost effectively. The Company haslaunched a tele consultation "Digiapp" to enhance the reach of Ayurveda servicesand consultation all over India and globally Kerala Ayurveda Limited and its wholly ownedsubsidiary Suveda Inc USA (doing business in the name of Kerala Ayurveda Inc. USA) havecollaborated with eBay a pioneer in global E-commerce to facilitate a wider market reachand to promote authentic Ayurveda in markets where eBay has a direct presence.
KAL Labels and packaging have been completely revamped to meet thedemands of new generation and for it to stand out against competitors.
There are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements related and the date of this report
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
Your company has seven subsidiaries including one step down subsidiaryas on 31stMarch 2020 and the details are as under:
|SL No Name ||Location ||% of holding |
|1. Ayurvedagram Heritage Wellness Centre Pvt Ltd. ||India ||74 |
|2. Ayurvedic Academy Inc. ||USA ||100 |
|3. Suveda Inc. (formerly known as Nutraveda Inc.) ||USA ||100 |
|4. Ayu Natural Medicine Clinic PS ||USA ||100 |
|5. CM S Katra Holdings LLC ||USA ||81. 67 |
|6. CMS Katra Nursing LLC ||USA ||100* |
|7. Nutraveda Pte Ltd . ||Singapore ||100 |
*CMS Katra Holdings LLC holds 100% shareholding in CMS KatraNursingLLC; hence CMS Katra Nursing LLC is a step down subsidiary of your company.
HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARIES
> Indian Subsidiary
During the year under review M/s.Ayurvedagram Heritage Wellness CentrePrivate Limited. has achieved a turnover of Rs.287.15 lakhs as against Rs. 842.27 lakhs inthe previous financial year. Accordingly the EBITDA of the company is Rs.-45.57 lakhsagainst 154.20 lakhs in the previous year.
^ Overseas Subsidiaries
The combined turnover of overseas subsidiaries was Rs.1709.64 Lakhs ascompared to Rs. 1704 Lakhs in the previous year. The performance of each of thesubsidiaries of the Company is mentioned below:
a) Ayurvedic Academy Inc
The turnover of Ayurveda Academy Inc during the financial year 2020-21was Rs.1579.39 Lakhs as compared Rs. 1516.73 Lakhs in the previous year. The profit ofthe subsidiary after taxes was Rs. 330.3 Lakhs as compared to Rs. 351.95 Lakhs in theprevious year.
b) Suveda Inc. (formerly known as Nutraveda Inc.)
The turnover of Suveda Inc. during the financial year 2020-21 was Rs.130.25 Lakhs as compared Rs. 187.28 Lakhs in the previous year. The subsidiary incurred aloss of Rs. 76.44 Lakhs as compared to a loss of Rs 145.44 in the previous year.
c) Ayu Natural Medicine Clinic PS USA
The turnover of Ayu Natural Medicine Clinic P S USA was nil duringthe financial year 2020-21 and in the previous year. The subsidiary has not earned anyprofit in the financial year 2020-21 and in the previous year
d) CMS Katra Holdings LLC USA
The turnover of CMS Katra Holdings LLC USA was nil during thefinancial year 2020-21 and in the previous year. The subsidiary has not earned any profitin the financial year 2020-21 and in the previous year
e) CMS Katra Nursing LLC USA
The turnover of CMS Katra Holdings LLC USA was nil during thefinancial year 2020-21 and in the previous year. The subsidiary has not earned any profitin the financial year 2020-21 and in the previous year
f) Nutraveda Pte Ltd
The turnover of Nutraveda Pte Ltd was nil during the financial year2020-21 and in the previous year. The subsidiary has not earned any profit in thefinancial year 2020-21 and in the previous year
CONSOLIDATED FINANCIAL STATEMENTS
As per Rule 8 of Companies (Accounts) Amendments Rules 2016 a reporton the highlights of performance of subsidiaries associates and joint venture companiesand their contributions to the overall performance of the company during the period underreport is attached as Annexure-1. Any member intending to have a copy of Balance sheet andother financial statement of these Companies shall be made available on the website of theCompany www. keralaayurveda.biz/investor-relationships/under the "Investor" Tab.It shall also be kept for inspection during business hours by any shareholder in theregistered office of the Company and the respective offices of its subsidiary companies.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES DURING THEYEAR
During the financial year ended 31st March 2021 no entity has becomeor ceased to be a subsidiary joint venture or associate of the Company.
With a view to conserve the resources for future business requirementsof the Company the Board of Directors decided not to recommend any dividend on equityshares for the year ended 31st March 2021.
The company does not propose to transfer any amount to reserves duringthe period. At the end of the year the Other equity of the company is Rs. (51.45) Lakhsas against Rs. 411.39 Lakhs of the previous year. During the year the company had adeficit of Rs.462.84 Lakhs.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during thefinancial year ended 31st March 2021
DIRECTORS& KEY MANAGERIAL PERSONS:
Appointment / Reappointment / Resignation of Directors/Retirement ofDirectors Resignation of Directors
Ms. Shailaja Chandra (DIN: 03320688) resigned from the office witheffect from 6th January 2021 and Mr. Kshiti Ranjan Das (DIN: 07212449)resigned the Company with effect from 3rd February 2021. The resignation was due to theirpre occupations and no other material reasons
Appointment of Director
The Board of Directors had appointed Ms. Shilpa Kiran Gududur (DIN:09067581) as Additional Independent Directors on the Board with effect from 15thFebruary 2021 pursuant to the provisions of Sections 149 152 161 and other applicableprovisions of the Companies Act 2013 and the rules made there under read with theArticles of Association of the company to hold the office up to the conclusion of theensuing Annual General Meeting.
Brief resume of the Independent Director seeking re-appointment alongwith other details required are provided in the notice of the 29th Annual General Meetingof the Company. Appropriate resolution for her appointment is being placed for approval ofthe members at the ensuing Annual General Meeting.
Retirement by rotation
Mr. Gokul Patnaik (DIN 00027915) will retire by rotation at theensuing Annual General Meeting of the company and being eligible has offered himself forre-appointment.
A brief resume of the aforesaid Director and other information havebeen detailed in the notice convening the Annual General Meeting of the Company.Appropriate resolution for his reappointment is being placed for approval of the membersat the ensuing Annual General Meeting.
Appointment and resignation of Key Managerial Personnel
Ms. Surbhi Sharma resigned from the post of Company Secretary of KeralaAyurveda Limited with effect from 15th November 2019. Ms. B.R. Ashitha wasappointed as the Company Secretary of the Company by the Board of Directors with effectfrom 30th June 2020.
Further Mr. Arvind Agarwal Chief Financial Officer resigned from hispost with effect from 7th September 2020 and Mr. Narumanchi Muralikrishna wasappointed as the Chief Financial and Chief Operating Officer with effect from 7thSeptember 2020
MEETINGS OF THE BOARD OF DIRECTORS
An annual calendar of Board and Committee Meetings planned during theyear were prepared and circulated in advance to the Directors. During the year Four BoardMeetings four Audit Committee Meetings Two Nomination Remuneration Committee meetingsand Two Stakeholders Relationship Committee meetings were convened and held. The detailsof meeting & attendance are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and the SEBI (LODR) Regulations 2015 and pursuant to the relaxations provided. During thefinancial year 2020-21 the Board of Directors of the Company met on the followingdates-30th June 2020; 14th August 2020; 12th November2020 and 15th February 2021
Further separate meeting of Independent Directors of the Company washeld on 5th December 2020 where the prescribed items enumerated under ScheduleIV to the Companies Act 2013 and clause 25(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were discussed.
DECLARATION BY INDEPENDENT DIRECTOR(S)
All the Independent Directors have furnished declarations that theymeet the criteria of independence as prescribed under Section 149(6) of the Companies Act2013 and the Rules made there under. In the opinion of the Board they fulfill theconditions of independence as specified in the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and are independent of themanagement.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
Periodic presentations are made at the Board and Committee meetings onbusiness and performance updates of the Company and business strategy. The Company hasdone various programmes to familiarize Independent Directors with the Companyresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters.
Details of the familiarization programme for Independent Directors areexplained in the Corporate Governance Report.
DETAILS OF EMPLOYEES AND RELATED DISCLSOURES PURSUANT TO SECTION197(12) OF THE COMPANIES ACT 2013
In terms of the first proviso to Section 136 of the Act the Reportsand Accounts are being sent to the shareholders excluding the information required underRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Any shareholder interested in obtaining the same may write to the CompanySecretary. The said information is available for inspection by the Members at theRegistered Office of the Company on any working day of the Company up to the date of the29th Annual General Meeting.
The statement containing information as required under the provisionsof Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure 3 and forms part ofthis Report as Annexure 2
Pursuant to the provisions of The Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the working of its Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIALPERSONNEL AND OTHEREMPLOYEES
As required under Section 178(1) of the Companies Act 2013 the Boardof Directors of the Company has approved a policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided u/s 178(3).The broad parameterscovered under the Policy are - Company Philosophy Guiding Principles Nomination ofDirectors Remuneration of Directors Nomination and Remuneration of the Key ManagerialPersonnel and Senior Management and the Remuneration of other employees. The Company'sPolicy furnished as Annexure 3 forms part of this Report. The policy is also uploaded onthe website of the Company and is reproduced on the website of the Company.
PARTICULARS OF AUDITORS:
1. Statutory Auditors
M/s. Maharaj Rajan & Mathew. (Firm Registration No. 01932S)Chartered Accountants was appointed as the Statutory Auditors of the Company at the AGMheld on 24th September 2019 for a term of five consecutive years from theconclusion of the 27th Annual General Meeting till the conclusion of 32ndAnnual General Meeting.
The Report given by the Statutory Auditors on the standalone financialstatements of the Company and the consolidated financial statements of the Company for thefinancial year ended March 31 2021 forms part of this Annual Report. There have been noqualifications reservation adverse remarks or disclaimer given by the Statutory Auditorsin their Report which calls for any explanation.
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and /or Board underSection 143(12) of the Act and Rules framed there under.
2. Secretarial Auditors
M/s. SVJS & Associates a firm of practicing Company Secretaries("Secretarial Auditors") carried out the secretarial audit of compliance withthe Act and the rules made there under the Listing Regulations and other applicableregulations as prescribed by SEBI Foreign Exchange Management Act 1999 and other lawsspecifically applicable to the Company. The Secretarial Audit Report in Form MR-3 for thefinancial year under review is attached to this Report as Annexure 4.The said report doesnot contain any qualification reservation or adverse mark or disclaimer made by theSecretarial Auditors except that (i) The notice of Annual General Meeting was sent on09.09.2020 for the meeting held on 30.09.20- Considering the prevailing pandemicconditions there was a slight delay (ii) The Financial Statements were not signed by theCompany Secretary in accordance with Section 134 (1) of the Companies Act 2013 and theAoC1 was not signed by all the persons who have signed the balance sheet.-The appointmentof Company Secretary was taken up for consideration on the meeting held on 30.06.2021after signing of the financials. (iii) The Directors of the Company - Mr. Ramesh Vangal(DIN : 00064018) Mr. Gokul Patnaik (DIN : 00027915) and Mr. Anand Subramanian (DIN :00064083) were the directors of "Global Nutrifood Private Limited" which hasnot filed its financial statements for the last three years as required under theprovisions of the Companies Act 2013 and attracted Sectio n 164. Further these directorshave resigned from the Board of Global Nutrifood Private Limited and the said company hasacknowledged their resignations with effect from 30.12.2020. As the required forms werenot filed by the said company the Directors represent that they are taking active stepsto file these documents and ensure compliance.- The Company shall ensure to file the same.(iv) Tata Global Beverages Limited ('TGBL') has made an application on 25.10.2019 beforethe Hon'ble NCLT Kochi for recovery of Rs.5.18 crores along with interest being advanceof Rs 4.25 crores made to the company under the Joint Development Agreement dated28.06.2013 pursuant to the MOU dated 27.12.2010 Joint Development Agreement dated09.02.2012 and Guarantee Agreement dated 05.09.2014.The Company filed an applicationbefore the Hon'ble NCLT Kochi. The Hon'ble NCLT Kochi vide its order dated 10.02.2020dismissed the application made by the Company. The Company filed an appeal before theHon'ble NCLAT and the Hon'ble NCLAT vide its order dated 26.05.2020 dismissed theCompany's appeal stating that the Hon'ble NCLT Kochi has not passed any order eitheradmitting or rejecting the application of TGBL. The matter is pending before the Hon'bleNCLT Kochi. (v) As per proviso to Regulation 17 (1) (b) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 wherethe regular non-executive chairperson is a promoter of the listed entity or is related toany promoter or person occupying management positions at the level of board of director orat one level below the board of directors at least half of the board of directors of thelisted entity shall consist of independent directors. The requirement of having half ofthe board of directors of the listed entity as independent directors was not met duringthe last quarter from 06.01.2021- The Company is diligently working on the appointment ofan Independent Director (vi) As per Regulation 33 (3) (a) and (b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the listed entity shall submit quarterly and year-to-date standalone andconsolidated financial results to the stock exchange within 45 days of end of eachquarter other than the last quarter. For the third Quarter ended December 2020 thequarterly results were submitted on 15.02.2021- Considering the prevailing pandemicconditions there was a slight delay (vii) As per Regulation 34 (1) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the listed entity shall submit to the stock exchange and publish on its website acopy of the annual report sent to the shareholders along with the notice of the annualgeneral meeting not later than the day of commencement of dispatch to its shareholders;Annual Report was submitted to the Stock Exchange a day later than the day of commencementof dispatch to its shareholders.- Considering the prevailing pandemic conditions there wasa slight delay
The Secretarial Audit Report of Ayurvedagram Heritage Wellness CentrePrivate Limited the material subsidiary of the Company is annexed to its Annual Report.The report is uploaded on the website of the Company.
Internal Audit and Internal Financial Controls with reference to thefinancial statements
The Company appointed Mr. Biju George Chartered Accountant as itsInternal Auditor. The Company's internal control systems commensurate with the nature ofits business and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.
3. Cost Auditors
According to Companies (Cost Records and Audit) Rules2014 yourCompany is required to get the cost audit done for the financial year 2020-21. The Companyhas maintained cost records for the financial year 2020-21.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9)&(10)of the CompaniesAct2013 a Vigil Mechanism/Whistle Blower Policy for directors and employees to reportgenuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy hasbeen uploaded on the website of the Company atwww.keralaayurveda.biz/investor-relationships/ under Investor Section'.
The Policy is an extension of the Code of Conduct for Directors &Senior Management Personnel and covers any unethical and improper actions or malpracticesand events which have taken place/suspected to take place:
As per the policy all Protected Disclosures should be addressed to theVigilance Officer / Company Secretary or to the Chairman of the Audit Committee inexceptional cases.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. Major elements of risk/threats for Ayurveda Industry are regulatoryconcerns consumer perceptions and competition. These are discussed at the meetings of theAudit Committee and the Board of Directors of the Company.
The Board of Directors has adopted a risk management policy for thecompany outlining the parameters of identification assessment monitoring and mitigationof various risks which is available on the website of the company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS
Tata Global Beverages Limited (TGBL') had preferred anapplication under Section 7 of the Insolvency and Bankruptcy Code 2016 against thecompany on 25.10.2019 before the Hon'ble NCLT Kochi making a claim for recovery ofRs. 5.18 crores along with Interest which is actually a trade advance of Rs.4.25 croresmade to the company under the Agreement dated 28.06.2013 pursuant to the MOU dated27.12.2010 and Joint Development Agreement dated 09.02.2012. The trade advance has beensecured by an equitable mortgage vide a tripartite agreement dated 05.09.2014. The Companyfiled an application before the Hon'ble NCLT Kochi under Section 8 of theArbitration and Conciliation Act 1996 with a view that disputes between the parties underthe aforesaid agreements are to be resolved by reference to arbitration. The matter is yetto be admitted and therefore is sub-judice and pending before the Hon'ble NCLTKochi. The Company has also disputed the interest claim of Rs.93 lakhs raised by TGBL. On25.06.2021 the Company filed civil petition before the Hon'ble High Court ofKarnataka under section 11(6) of the Arbitration and Conciliation Act 1996 seeking forappointment of an arbitrator to adjudicate the disputes between the parties.
CORPORATE SOCIAL RESPONSIBILITY
Your company always had a deep sense of responsibility towards thecommunity. However Corporate Social Responsibility provisions of the Companies Act 2013are not applicable to the company and the same is being done as a part of the Corporateethos of the Company.
|Particulars ||Impact |
|1. Impact of the COVID-19 pandemic on the business and operations ||The outbreak of COVID-19 pandemic is resulting in an economic slowdown all over the world. The regular business operations have been disrupted severely due to lockdowns restrictions in transportation supply chain disruptions travel bans social distancing and other emergency measures. The Lockdown started from 22nd March 2020 and we were able to open our outlets in the 1st week of April by taking precautionary measures and by following social distancing norms as prescribed by Government. Partial production started from 18th May onwards and continued to operate with single shift. Our Health Resorts Ayurvedagram and The Health Village are affected severely and occupancy is less than 10%. |
|2. Measures taken for smooth functioning of operations ||The Company has put in place strict monitoring process for Covid-19 precautions ensuring the following: - |
| ||¦ Restricted the entry of visitors to Factory and collect Self declaration form from the visitors |
| ||¦ Persons without wearing mask are not allowed to Factory |
| ||¦ Strictly monitored Body temperature of all employees and Visitors during their entry and exit and if the temperature is above 37.5C their entry to the Factory was restricted |
| ||¦ Mask Gloves head shield and PPE Kit has been given to Security Office. |
| ||¦ Strictly followed hand sanitization of all employees and fixed sanitizers at every Department and sanitizer with Pedal at main Gate |
| ||¦ Providing two masks to all employees |
| ||¦ Face shield given to Drivers and Depot staff |
| ||¦ Ensuring social distancing mainly at the time of Punching and at Canteen during Tea / lunch time |
| ||¦ Covid Protocol Awareness classes has been given to all employees |
| ||¦ Conducted mass Antigen Test Camps at both Factories and Depots |
| ||¦ Registration of Vaccination has been done for all employees |
| ||¦ 2 dose Vaccination process is undergoing to all employees |
| ||¦ Ayush kwath and other Ayurveda medicines given to all employees to improve the immunity of employees. |
| ||¦ Timely instructions of Health Department have been strictly followed in the case of employees who were affected Corona |
| ||¦ Fumigation has been done every day in all Departments |
| ||¦ Self-Quarantine measures have strictly followed to those who were attended Public Functions /Hospitals/ Death/Marriage functions. |
|3. Future impact of CoVID-19 on operations ||The Company has resumed its operations with partial lifting of lockdown from May. Considering the current CoVID-19 situation there was re-introduction of lockdown in certain parts of Bangalore and Kerala. However the utilization capacity reached the normal levels. The sale of ayurvedic medicines is increasing stage but the recession in Health Care services is to be regained to its initial position. |
|4. Impact details of CoVID-19 ||¦ Capital and Financial Resources: |
| ||The Company in the normal course of its business may raise/obtain financial resources/facilities from time to time. Income from services to foreigners is unpredictable in the present scenario. |
| ||¦ Profitability |
| ||Despite of the impact of the pandemic the Company had to continue to incurring fixed expenses like salaries rent etc. which affecting overall profitability of the Company and that effect would be impacted for the coming two quarters of the Company. However employees accepted reduction in salary. Rent at most of the places was discounted by the landlords. Staff Accommodations were closed at various locations due to work from home. Some suppliers were ready to give the raw materials without considering the outstanding. |
| ||¦ Liquidity |
| ||There is possibility of liquidity tightness as a result of extension in credit period granted to customers timely payment to service providers and staff. |
| ||¦ Assets |
| ||As per our internal assessment the Company does not foresee major risk to recoverability of assets such as inventories investments receivables etc. though there has been some delay in collection of receivables. |
| ||¦ Internal Financial Reporting and Control |
| ||The Company evaluated the internal controls including internal controls with reference to financial statements which have been found to be operating effectively given that there have been no dilution of such controls due to factors caused by COVID 19 situation. |
| ||¦ Supply Chain |
| ||The company had started production at lower capacity but then after increased gradually and is expected to improve logistics and supply chain despite the challenges which still remains such as inter-state restrictions due to partial lockdown conditions in various states. |
| ||¦ Demand for Product/Services |
| ||The company is engaged in manufacturing of Ayurvedic products. The sales is expected to increase considering the requirement immunity boosters sold by the Company |
| ||¦ Debt Servicing and Financing arrangements |
| ||The Company has taken debt moratorium benefit offered by the government for its current loans apart from that company is capable to meet its day to day Financial requirements. |
| ||¦ Existing contracts / agreements where non-fulfilment of the obligations by any party will have significant impact on the Company's business: |
| ||The Company is confident of fulfilling its obligations under the various existing contracts/ arrangements. The Company does not foresee any major impact on the Company's business due to the non-fulfillment of its contractual obligations by any party on account of COVID 19 pandemic unless the production process is not interrupted completely or the sales outlets are closed due to complete lockdown |
In terms of the provisions of Section 73 of the Companies Act 2013the company has not accepted any deposits from the public during the financial year underreview and there are no outstanding fixed deposits from the pubic as on 31stMarch 2021.
Your company has complied with corporate governance norms as stipulatedby SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A detailedreport on Corporate Governance in line with requirements of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached tothis report. A certificate from Statutory Auditors confirming the compliance of CorporateGovernance is also attached to this report.
The details pertaining to composition and meetings of Audit Committeeare included in the report on corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations performance and future outlook of yourcompany and its businesses is given in the Management Discussion and Analysis Reportwhich forms part of this report.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 an extractof Annual Return in Form MGT9 is provided as Annexure 5 and is uploaded on the website ofthe Company at https://www.keralaayurveda.biz/investor-relationships
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of loans and Investments and guarantees covered under theprovisions of Section 186 of the Act are given in the Notes to the Financial Statementsforming a part of Annual Report.
Current borrowings of the company are compliant with Section 180(1)(c)of the Companies Act 2013
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by theCompany with related parties referred to in subsection (1) of Section 188 of the CompaniesAct 2013 including certain arm's length transactions under that proviso attached asAnnexure 6 in Form AOC-2 forms an integral part of this report. All related partytransactions are presented to the Audit Committee and the Board. Omnibus approval isobtained before the commencement of the new financial year for the transactions which arerepetitive in nature and also for the transactions which are not foreseen.
In line with the requirements of the applicable laws the Company hasformulated a policy on related party transactions which is uploaded on the website of theCompany at:https://www.keralaayurveda.biz/investor-relationships.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Companies Act 2013in relationto financial statements of the company the Board of Directors state that:
a. in the preparation of the annual accounts the applicable accountingstandards has been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the company for that period;
c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d. the directors had prepared the annual accounts on a going concernbasis;
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 and
f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION.PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. Asrequired under law an Internal Compliance Committee has been constituted for reportingand conducting inquiry in to the complaints made by the victim on the harassments at thework place.
During the year no complaint of sexual harassment has been received bythe Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgoes required under Section134(3)(m) of theCompanies Act2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is furnishedin Annexure7 that forms part of this Report.
Your Company treats its "human resources" as one of its mostimportant assets. Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your Company's thrust is on the promotion oftalent internally through job rotation and job enlargement.
RESEARCH AND DEVELOPMENT
The Research and Development (R&D) Center of KAL is engaged incomprehensive research on optimization of the process and new proprietary productdevelopment. In 2020-21 KAL developed two new products to enrich our shelf namely -Evakalp tablet for Women health & Thyrokalp tablet (for thyroid related problems). Newanalytical tool introduced for Stability studies by installing new Thermolab Stabilitychamber. Our collaborative activities with various institutions resulted in clinicaltrials for KAL-10 and Glymin atta and based on this new dosage forms like soup powders-Glymin sprinkle Imugest sprinkle & KAL-10 sprinkle are in pipe line for launchingthis year.
Benefits derived as a result of R&D:
Products like Cervigest and Lumbagest are getting good market feedbackwhich was launched in 2019. Lot of Covid packages- AYUSH KWATH and Aparajitha choornam(for smoking room) were given to our staff and for sale.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or unclaimeddividend for a period of seven years. Therefore there were no funds which were requiredto be transferred to Investor Education and Protection Fund (IEPF) under Section 124 ofthe Companies Act 2013.
LISTING WITH STOCK EXCHANGES
The equity shares of the company are listed on Bombay Stock Exchangeand the Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toBSE Limited.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company was in compliance with theSecretarial Standards. i.e. SS- 1 and SS-2 relating to "Meetings of the Board ofDirectors" and "General Meetings" respectively.
The Board places on record its appreciation for the continuedpatronage support and co-operation extended by its shareholders customers bankers andall Government and statutory agencies with whose help cooperation and hard work theCompany was able to achieve the results. Your directors would further like to recordappreciation to the efforts of all the employees for their valuable contribution to theCompany.