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Kerala Ayurveda Ltd.

BSE: 530163 Sector: Health care
NSE: N.A. ISIN Code: INE817B01025
BSE 00:00 | 02 Aug 61.60 -0.20
(-0.32%)
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NSE 05:30 | 01 Jan Kerala Ayurveda Ltd
OPEN 62.40
PREVIOUS CLOSE 61.80
VOLUME 5668
52-Week high 82.70
52-Week low 44.00
P/E
Mkt Cap.(Rs cr) 65
Buy Price 0.00
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Sell Price 0.00
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OPEN 62.40
CLOSE 61.80
VOLUME 5668
52-Week high 82.70
52-Week low 44.00
P/E
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kerala Ayurveda Ltd. (KERALAAYURVEDA) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting the 28th Annual Report on the businessand operations of the Company and the Audited Financial Statements for the Financial Yearended 31st March 2020

FINANCIAL RESULTS

The Company's financial performance during the year 2019-20 as compared to the previousyear 2018 -19 is summarized below:

(in Lakhs)

Standalone Consolidated
Particulars 2019-20 2018-19 2019-20 2018-19
Product Revenues 4428.41 3881.57 4763.7 4108.34
Service Revenues & Other Income 940.05 792.95 2913.62 4347.93
Gross Income 5368.47 4674.52 7677.32 6235.39
Less: VAT & Excise Duty 360.39 315.34 360.39 315.34
Net Income from Sales/Services 5008.08 4359.18 7316.93 5920.05
Profit before Interest Depreciation & 311.50 311.42 722.85 522.88
Tax (EBITDA)
Profit before extraordinary items and tax 121.57 47.16 453.75 181.89
Extra Ordinary items 0 127.91 0 127.91
Profit Before Tax 121.57 175.07 453.75 309.80
Net Profit/Loss after tax 87.68 119.87 405.33 252.33
Minority interest in Profit 0 0 15.59 7.87
Other Comprehensive Income 30.1 (6.53) (102.84) (130.78)
Net Consolidated Profit/Loss 117.78 113.34 286.88 113.68
Loss Brought forward from previous year (914.94) (496.92) (2422.82) (1473.77)
Loss Carried to the Balance Sheet (797.15) (914.94) (1471.62) (1891.45)

REVIEW OF OPERATIONS

During the Financial Year under review the operational results ended with a profitbefore Extraordinary items of Rs.121.57 Lakhs as against Rs. 47.16 Lakhs during previousyear. The Net revenue of the company stands at Rs.5384.11 Lakhs as against Rs.4674.52Lakhs during previous year showing a growth of 15.24%. The consolidated net revenueincluding its subsidiaries for current year is Rs.7679.30 Lakhs against Rs. 6235.39 Lakhsduring the previous year resulting in a growth of 23.15%.

During the year company's digital presence has substantially improved across socialmedia and other platforms website was upgraded this will go in a long way to popularize"Kerala Ayurveda"

Brand cost effectively.

KAL Labels and packaging have been completely revamped to meet the demands of newgeneration and for it to stand out against competitors.

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and the date of this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has seven subsidiaries including one step down subsidiary as on 31stMarch2020 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 KatraNursing LLC; henceCMS KatraNursing 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 Centre PrivateLimited. has achieved a turnover of Rs.842.27 lakhs as against Rs.775.40 lakhs in theprevious financial year. Accordingly the EBITDA of the company is Rs.154.20 againstRs.109.17 lakhs in the previous year.

? Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs.1704 Lakhs as compared to Rs.930Lakhs in the previous year. The performance of each of the subsidiaries of the Companyis mentioned below:

a) Ayurvedic Academy Inc

The turnover of Ayurveda Academy Inc during the financial year 2019-20 was Rs.1516.73Lakhs as compared Rs. 811.59 Lakhs in the previous year. The profit of the subsidiaryafter taxes was Rs. 351.95 Lakhs as compared to Rs. 66.56 Lakhs in the previous year.Kerala Ayurveda Academy is currently offering certified courses in the state of Washingtonand California and also offers a distant learning course across USA.

b) Suveda Inc. (formerly known as Nutraveda Inc.)

The turnover of Suveda Inc. during the financial year 2019-20 was Rs. 187.28 Lakhs ascompared Rs. 117.97 Lakhs in the previous year. The subsidiary incurred a loss of Rs.145.44 Lakhs as compared to a profit of Rs 3.34 Lakhs in the previous year.

c) Ayu Natural Medicine Clinic PS USA

The turnover of Ayu Natural Medicine Clinic P S USA was nil during the financialyear 2019-20 and in the previous year. The subsidiary has not earned any profit in thefinancial year 2019- 20 and in the previous year

d) CMS Katra Holdings LLC USA

The turnover of CMS Katra Holdings LLC USA was nil during the financial year 2019-20and in the previous year. The subsidiary has not earned any profit in the financial year2019-20 and in the previous year

e) CMS Katra Nursing LLC USA

The turnover of CMS Katra Holdings LLC USA was nil during the financial year 2019-20and in the previous year. The subsidiary has incurred a loss of 29.97 Lakhs as compared tothe previous year loss of 3 Lakhs in the previous year

f) Nutraveda Pte Ltd

The turnover of Nutraveda Pte Ltd was nil during the financial year 2019-20 and in theprevious year. The subsidiary has not earned any profit in the financial year 2019-20 andin the previous year

CONSOLIDATED FINANCIAL STATEMENTS

As per Rule 8 of Companies (Accounts) Amendments Rules 2016 a report on thehighlights of performance of subsidiaries associates and joint venture companies andtheir 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 Balancesheet and other financial statement of these Companies may write to the Company Secretary.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.It shall also be made available on the website of the Company www.keralaayurveda.biz/investor-relationships/under the "Investor" Tab.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended 31st March 2020 no entity has become or ceased to bea subsidiary joint venture or associate of the Company.

DIVIDEND

With a view to conserve the resources for future business requirements of the Companythe Board of Directors decided not to recommend any dividend on equity shares for the yearended 31st March 2020.

RESERVES

The company does not propose to transfer any amount to reserves during the period. Atthe end of the year the Other equity of the company is Rs.411.39 Lakhs as against Rs.293.60 Lakhs of the previous year. During the year the company earned a net surplus ofRs.117.78 Lakhs.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2020

DIRECTORS& KEY MANAGERIAL PERSONS:

Appointment / Reappointment / Resignation of Directors/Retirement of Directors

Retirement of Directors

Pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations andDisclosure Requirements) Regulations Mr. Subramaniam Krishnamurthy Ms. Shailaja Chandraand Mr. Gokul Patnaik retired with effect from the close of business hours on 1stApril 2019 16th June 2019 and 30th June 2019 respectively and weresubsequently appointed at the Annual General Meeting with effect from 24thSeptember 2019.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and in terms ofArticles of Association of the Company Mr. Ramesh Vangal (DIN 00064018) Director of thecompany retires by rotation at ensuing Annual General Meeting and being eligible offerhimself for reappointment. The Board of Directors recommends his re-appointment.

Resignation of Directors

Mr. Naman Gurumurthi Joshi (DIN: 06862230) resigned the Company with effect from 13thFebruary 2020 and Mr. Madireddi Chandran Mohan (DIN: 00633439) resigned from the officewith effect from 1st April 2019

Appointment of Director

The Board of Directors had appointed Mr. Harish Kuttan Menon (DIN:00585260) and NamanGurumurthi Joshi (DIN: 06862230) as Additional Independent Directors on the Board witheffect from 30 June2019 pursuant to the provisions of Sections 149 152 161 and otherapplicable provisions of the Companies Act 2013 and the rules made there under read withthe Articles of Association of the company to hold the office up to the conclusion of theensuing Annual General Meeting. They were subsequently re appointed in the Annual generalMeeting

Ms. Shailaja Chandra (DIN: 03320688) Mr. Gokul Patnaik (DIN: 00027915) and Mr.Subramaniam Krishnamurthy (DIN: 00140414) were appointed in the Annual General Meetingheld on 24th September 2019 at the current designations.

Brief resume of the Independent Director seeking re-appointment along with otherdetails required are provided in the notice of the 28th Annual General Meeting of theCompany. Appropriate resolution for their appointment is being placed for approval of themembers at the ensuing Annual General Meeting. None of the directors are disqualifiedu/s164(2) of the Companies Act 2013.

Retirement by rotation

Mr. Ramesh Vangal (DIN 00064018) will retire by rotation at the ensuing AnnualGeneral Meeting of the company and being eligible has offered himself for re-appointment.A brief resume of the aforesaid Director and other information have been detailed in thenotice convening the Annual General Meeting of the Company. Appropriate resolution for hisreappointment is being placed for approval of the members at the ensuing Annual GeneralMeeting.

Appointment and resignation of Key Managerial Personnel

Ms. Surbhi Sharma resigned from the post of Company Secretary of Kerala AyurvedaLimited with effect from 15th November 2019. Ms. B.R. Ashitha was appointed asthe Company Secretary of the Company by the Board of Directors with effect from 30thJune 2020.

MEETINGS OF THE BOARD OF DIRECTORS

An annual calendar of Board and Committee Meetings planned during the year wereprepared and circulated in advance to the Directors. During the year Five Board Meetingsfour Audit Committee Meetings One Nomination Remuneration Committee meetings and ThreeStakeholders Relationship Committee meetings were convened and held. The details ofmeeting & attendance are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andthe SEBI (LODR) Regulations 2015. During the financial year 2019-20 the Board ofDirectors of the Company met on the following dates-29th May 2019; 12thAugust 2019; 24th September 2019; 13th November 2019; 13thFebruary 2020 Further separate meeting of Independent Directors of the Company was heldon 13th November 2019 where the prescribed items enumerated under Schedule IVto 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 they meet the criteriaof independence as prescribed under Section 149(6) of the Companies Act 2013 and theRules made there under. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and are independent of the management.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Periodic presentations are made at the Board and Committee meetings on business andperformance updates of the Company and business strategy. The Company has done variousprogrammes to familiarize Independent Directors with the Company responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany and related matters. Details of the familiarization programme for IndependentDirectors are explained in the Corporate Governance Report.

DETAILS OF EMPLOYEES AND RELATED DISCLSOURES PURSUANT TO SECTION 197(12) OF THECOMPANIES ACT 2013

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent to the shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder interested in obtaining the same may write to the Company Secretary. The saidinformation is available for inspection by the Members at the Registered Office of theCompany on any working day of the Company up to the date of the 28th Annual GeneralMeeting. The statement containing information as required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure 3 and forms part of this Report as Annexure2

BOARD EVALUATION

Pursuant to the provisions of The Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theworking of its Committees. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDOTHEREMPLOYEES

As required under Section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company has approved a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3).The broad parameters covered under the Policy are -Company Philosophy Guiding Principles Nomination of Directors Remuneration ofDirectors Nomination and Remuneration of the Key Managerial Personnel and SeniorManagement and the Remuneration of other employees. The Company's Policy furnished as Annexure3 forms part of this Report. The policy is also uploaded on the website of the Companyand is reproduced on the website of the Company.

PARTICULARS OF AUDITORS:

1. Statutory Auditors

M/s. Maharaj Rajan & Mathew. (Firm Registration No. 01932S) Chartered Accountantswas appointed as the Statutory Auditors of the Company at the AGM held on 24thSeptember 2019 for a term of five consecutive years from the conclusion of the 27thAnnual General Meeting till the conclusion of 32nd Annual General Meeting. TheReport given by the Statutory Auditors on the standalone financial statements of theCompany and the consolidated financial statements of the Company for the financial yearended March 31 2020 forms part of this Annual Report. There have been no qualificationsreservation adverse remarks or disclaimer given by the Statutory Auditors in their Reportwhich calls for any explanation. There was no instance of fraud during the year underreview which required the Statutory Auditors to report to the Audit Committee and /orBoard under Section 143(12) of the Act and Rules framed there under.

2. Secretarial Auditors

M/s. SVJS & Associates a firm of practicing Company Secretaries ("SecretarialAuditors") carried out the secretarial audit of compliance with the Act and therules made there under the Listing Regulations and other applicable regulations asprescribed by SEBI Foreign Exchange Management Act 1999 and other laws specificallyapplicable 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 does not contain any qualification reservation or adverse markor disclaimer made by the Secretarial Auditors except that

(i) The Corporate Governance Report for the Quarter ended 31st December 2019 to besubmitted within 15 days from the end of the quarter. However the same was submitted on16th January 2020 and the fine with respect to the same was paid. The Company will ensurethat all the future compliances are done in time.

(ii) The statement on investor complaints was not submitted within the periodprescribed under Regulation 13 (3) for the quarter ended 31.03.2019. The fine imposed bythe Bombay Stock Exchange was paid

(iii) The limited review and audit reports are given by an auditor who has notsubjected himself to the peer review process of Institute of Chartered Accountants ofIndia as per Regulation 33 (1) (d) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.The Board of Directors on therecommendation of the Audit Committee has appointed M/s. Maharaj Rajan & MathewChartered Accountants (Firm Registration No. 01932S) as the Statutory Auditors of theCompany for a term of five consecutive years from the conclusion of 27th AnnualGeneral Meeting till the conclusion of 32nd Annual General Meeting of theCompany. The proposed Auditors possess a peer review certificate issued by Institute ofChartered Accountants of India.

(iv) Company Secretary who was appointed on 29.05.2019 ceased to hold office witheffect from 15.11.2019 and a new Company Secretary was to be appointed within 6 monthsfrom the date of resignation. However the appointment was made on 30.06.2020 i.e. beyond6 months from the date of resignation.

(v) As per Regulation 17 (1) (a) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 board of directors shall have at least one woman director.The Woman director ceased on 16.06.2019 and was appointed on 24.09.2019.

The Secretarial Audit Report of Ayurvedagram Heritage Wellness Centre Private Limitedthe material subsidiary of the Company is annexed to its Annual Report. The report isuploaded on the website of the Company.

Internal Audit and Internal Financial Controls with reference to the financialstatements

The Company appointed Mr. Biju George Chartered Accountant as its Internal Auditor.The Company's internal control systems commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.

3. Cost Auditors

According to Companies (Cost Records and Audit)Rules2014your Company is not requiredto get the cost audit done for the financial year2019-20. The Company has maintained costrecords for the financial year 2019-20.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9)&(10)of the Companies Act2013 a VigilMechanism/Whistle Blower Policy for directors and employees to report genuine concerns hasbeen established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on thewebsite of the Company at www.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 ormalpractices and events which have taken place/suspected to take place: As per the policyall Protected Disclosures should be addressed to the Vigilance Officer / Company Secretaryor to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. Majorelements of risk/threats for Ayurveda Industry are regulatory concerns consumerperceptions and competition. These are discussed at the meetings of the Audit Committeeand the Board of Directors of the Company. The Board of Directors has adopted a riskmanagement policy for the company outlining the parameters of identification assessmentmonitoring and mitigation of various risks which is available on the website of thecompany.

CREDIT RATING

Kerala Ayurveda Ltd has been awarded NSIC-CRISIL rating of MSE3 which is valid till 8th May 2020.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALS

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. Duringthe year under review the Company had conducted medical camps and free medical checkupsat various places. 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.

COVID-19 IMPACT

Particulars Impact
Impact of the COVID-19 1. 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: - ? Sanitizing the premises on regular basis - Sanitize every employee when they come at office/factory ? Providing work from home facility to employees wherever possible ? Maintenance of social distancing at all work places ? Mandate masks and hand gloves to all the employees ? Asking all employees to install Aarogya Setu App
3. Future impact of CoVID-19 on operations ? The Company has been regularly conducting awareness programs for all its employees. The Company has resumed its operations with partial lifting of lockdown from May. However considering the current CoVID-19 situation there has been re introduction of lockdown in certain parts of Bangalore and Kerala and hence the utilization capacity is still below the normal levels. Hence it is a bit early to assess the future impact with reasonable certainty
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

DEPOSITS

In terms of the provisions of Section 73 of the Companies Act 2013 the company hasnot accepted any deposits from the public during the financial year under review and thereare no outstanding fixed deposits from the pubic as on 31March 2020.

CORPORATE GOVERNANCE

Your company has complied with corporate governance norms as stipulated by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. A detailed report onCorporate Governance in line with requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thisreport. A certificate from Statutory Auditors confirming the compliance of CorporateGovernance is also attached to this report.

AUDIT COMMITTEE

The details pertaining to composition and meetings of Audit Committee are included inthe report on corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations performance and future outlook of your company and itsbusinesses is given in the Management Discussion and Analysis Report which forms part ofthis report.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013 an extract of Annual Returnin Form MGT9 is provided as Annexure 5 and is uploaded on the website of theCompany 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 the provisions ofSection 186 of the Act are given in the Notes to the Financial Statements forming a partof Annual Report. Current borrowings of the company are within the limits of Section180(1)(c) of the Companies Act 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in subsection (1) of Section 188 of the Companies Act 2013 includingcertain arm's length transactions under that proviso attached as Annexure 6 in FormAOC-2 forms an integral part of this report. All related party transactions arepresented to the Audit Committee and the Board. Omnibus approval is obtained before thecommencement of the new financial year for the transactions which are repetitive innature and also for the transactions which are not foreseen. In line with the requirementsof the applicable laws the Company has formulated a policy on related party transactionswhich is uploaded on the website of the Companyat:https://www.keralaayurveda.biz/investor-relationships.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013in relation to financialstatements of the company the Board of Directors state that: a. in the preparation of theannual accounts the applicable accounting standards has been followed along with properexplanation 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;

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 and

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. As requiredunder law an Internal Compliance Committee has been constituted for reporting andconducting inquiry in to the complaints made by the victim on the harassments at the workplace. During the year no complaint of sexual harassment has been received by theCommittee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgoes required under Section134(3)(m) of the Companies Act2013read with Rule8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure7 thatforms part of this Report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company's thrust is on the promotion of talent internally throughjob rotation and job enlargement.

RESEARCH AND DEVELOPMENT

The Research and Development (R&D) Center of KAL is engaged in comprehensiveresearch on optimization of the process and new proprietary product development. In2019-20 KAL had done a preclinical study of Glymin Atta which showed promising results.We have undertook a CTRI registered clinical trial for Glymin Atta diet infused withproprietary K10 herbal formula to study the effect of the said diet in Blood glucoselevels. The study is now complete and is awaiting publication. We have also done few otherclinical trials namely that of Cervigest & Lumbagest. The clinical study of Cervigestwas to assess the effect of the product in cervical Spondylosis and Lumbagest for LumbarSpondylosis. Both these studies showed that the products has significant efficacy in theirindicated areas of pathology. 3 new products for enhancing immunity are in pipeline. Wehave launched 21 organic products with NOP and NPOP certification by Government of India.Formulated AYUSH kwath Choornam & Hand Sanitiser for Covid 19 prevention.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a periodof seven years. Therefore there were no funds which were required to be transferred toInvestor Education and Protection Fund (IEPF) under Section 124 of the Companies Act2013.

LISTING WITH STOCK EXCHANGES

The equity shares of the company are listed on Bombay Stock Exchange and the Companyconfirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE Limited.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company was in compliance with the SecretarialStandards. i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors"and "General Meetings" respectively.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage support andco-operation extended by its shareholders customers bankers and all Government andstatutory agencies with whose help cooperation and hard work the Company was able toachieve the results. Your directors would further like to record appreciation to theefforts of all the employees for their valuable contribution to the Company.

Place: Bangalore By Order of the Board of Directors
Date: 14th August 2020 For Kerala Ayurveda Limited
Sd/-
Ramesh Vangal
Chairman (DIN00064018)

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