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Kerala Ayurveda Ltd.

BSE: 530163 Sector: Health care
NSE: N.A. ISIN Code: INE817B01025
BSE 00:00 | 25 Feb 42.35 0.80
(1.93%)
OPEN

43.35

HIGH

44.80

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41.75

NSE 05:30 | 01 Jan Kerala Ayurveda Ltd
OPEN 43.35
PREVIOUS CLOSE 41.55
VOLUME 933
52-Week high 69.40
52-Week low 36.35
P/E 83.04
Mkt Cap.(Rs cr) 45
Buy Price 42.00
Buy Qty 10.00
Sell Price 43.50
Sell Qty 1.00
OPEN 43.35
CLOSE 41.55
VOLUME 933
52-Week high 69.40
52-Week low 36.35
P/E 83.04
Mkt Cap.(Rs cr) 45
Buy Price 42.00
Buy Qty 10.00
Sell Price 43.50
Sell Qty 1.00

Kerala Ayurveda Ltd. (KERALAAYURVEDA) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting the 27th Annual Report on the businessand operations of the Company and the Audited Financial Statements for the Financial Yearended 31st March 2019.

FINANCIAL RESULTS

The Company's financial performance during the year 2018-19 as compared to the previousyear 2017-18 is summarized below:

Rs in Lakhs

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Product Revenues 3881.57 3475.10 4108.34 3692.70
Service Revenues & Other Income 792.95 928.12 4347.93 2220.88
Gross Income 4674.52 4403.21 6235.39 5913.58
Less: VAT & Excise Duty 315.34 308.14 315.34 308.14
Net Income from Sales/Services 4359.18 4095.07 5920.05 5605.44
Profit before Interest Depreciation & Tax (EBITDA) 311.42 546.58 522.88 786.65
Profit before extraordinary items and tax 47.16 340.07 181.89 416.65
Extra Ordinary item s 127.91 0 127.91 0
Profit Before Tax 175.07 340.07 309.80 416.65
Net Profit/Loss after tax 119.87 230.05 252.33 287.65
Minority interest in Profit 0 0 7.87 7.12
Other Comprehensive Income (6.53) (54.56) (130.78) 280.83
Net Consolidated Profit/Loss 113.34 230.05 113.68 586.77
Loss Brought forward from previous year (496.92) (781.53) (1473.77) (1567.25)
Loss Carried to the Balance Sheet (914.94) (496.92) (1891.45) (1473.77)

REVIEW OF OPERATIONS

During the Financial Year under review the operational results ended with a profitbefore Extraordinary items of Rs. 47.16 Lakhs as against Rs.340.07 Lakhs during previousyear. The Net revenue of the company stands at Rs. 4359.18 Lakhs as against Rs. 4095.07Lakhs during previous year showing a growth of 7.33%. The consolidated net revenueincluding its subsidiaries for current year is Rs. 6235.39 Lakhs against Rs. 5913.58 Lakhsduring the previous year resulting in a growth of 5.44%.

During the year an unprecedented natural calamity struck Kerala and our operationsseverely. Three of our units are located in Aluva one of the most affected areas inKerala were under water. We faced 8 weeks of severe disruption in production and sales.Almost 70% of our finished goods and 90% of raw materials were destroyed. This disruptionhas required extraordinary efforts towards repair refurbishment and then for surplusworking capital mobilization while managing complex insurance claims processing. Ourcompany's resilience motivated employees and management perseverance helped us recover.

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 31stMarch 2019 and the details are as under:

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 P S USA 100
5 CMS Katra Holdings L L C USA 81. 67
6 CMS Katra Nursing L L C USA 100*
7 Nutraveda Pte Ltd . Singapore 100

*CMS Katra Holdings LLC holds 100% shareholding in CMS Katra Nursing LLC; hence CMSKatra 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 Centre Pvt. Ltd. hasachieved a turnover of Rs. 775.40 lakhs as against Rs. 763.94 lakhs in the previousfinancial year. Accordingly the EBITDA of the company is Rs. 109.17 lakhs against Rs.192.75 lakhs in the previous year.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs. 930 Lakhs as compared to Rs. 852Lakhs in the previous year. The performance of each of the subsidiaries of the Company ismentioned below:

a) Ayurvedic Academy Inc

The turnover Ayurveda Academy Inc during the financial year 2018-19 was 812Lakhs ascompared 744 Lakhs in the previous year. The profit of the subsidiary after taxes was Rs.66.56 Lakhs as compared to 111.60 Lakhs in the previous year.Kerala Ayurveda Academy iscurrently offering certified courses in the state of Washington and California and alsooffers a distant learning course across USA.

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

The turnover of Suveda Inc. (formerly known as Nutraveda Inc.) during the financialyear 2018-19 was 118 Lakhs as compared 108.02 in the previous year. The profit of thesubsidiary after taxes was Rs. 3.34 Lakhs as compared to 12.10 in the previous year.

c) Ayu Natural Medicine Clinic P S USA

The turnover of Ayu Natural Medicine Clinic P S USA was nil during the financialyear 2018-19 and in the previous year. The subsidiary has not earned any profit in thefinancial year 2018-19 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 2018-19and in the previous year. The subsidiary has not earned any profit in the financial year2018-19 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 2018-19and in the previous year. The subsidiary has incurred a loss of 1.95 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 2018-19 and in theprevious year. The subsidiary has not earned any profit in the financial year 2018-19 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 2019 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 2019.

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. 293.60 Lakhs as against Rs.711.63 Lakhs of the previous year. During the year the company earned a net surplus of Rs.113.34 Lakhs. The interest free non-current loan availed from the Promoter group has beenpartially repaid. consequentially the loan amount has been reinstated and the impactunder Ind As of Rs. 531.37 lakhs has been adjusted against Other equity.

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 March2019

DIRECTORS& KEY MANAGERIAL PERSONS:

Appointment / Reappointment / Resignation of Directors/Retirement of DirectorsRetirement of Directors

Pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr. Subramaniam Krishnamurthy and Mr.Madireddi Chandran Mohan independent directors of the Company retired from the officewith effect from 01 April 2019. Ms. Shailaja Chandra independent director of the Companyretired with effect from 16 June 2019 pursuant to the provisions of Regulation 17(1A) ofSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015. Appropriateresolution for Mr. Subramaniam Krishnamurthy and Ms. Shailaja Chandra for theirappointment is being placed for approval of the members at the ensuing Annual GeneralMeeting

Mr. Gokul Patnaik Non-Executive Director resigned with effect from the close ofbusiness hours on 30 June 2019. Appropriate resolution for Mr. Gokul Patnaik for hisappointment is being placed for approval of the members at the ensuing Annual GeneralMeeting.

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 June 2019 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.

Brief resume of the Independent Director seeking appointment along with other detailsrequired are provided in the notice of the 27th 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 disqualified u/s164(2) of the Companies Act 2013.

Retirement by rotation

Mr. Anand Subramanian (DIN 00064083) 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 inthe notice convening the 27th Annual General Meeting of the Company. Appropriateresolution for his re-appointment is being placed for approval of the members at theensuing Annual General Meeting.

Appointment and resignation of Key Managerial Personnel

Mr. Raghunadhan Warrier Kuttappa resigned from the post of Company Secretary of KeralaAyurveda Limited with effect from 31st January 2019. Ms. Surbhi Sharma was appointed asthe Company Secretary of the Company by the Board of Directors with effect from 29thMay 2019.

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 four Board Meetingsfour Audit Committee Meetings two Nomination Remuneration Committee meetings and sixStakeholders 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 2018-19 the Board ofDirectors of the Company met on 30 May 2018 14 August 2018 14 November 2018 and 14February2019.

Further separate meeting of Independent Directors of the Company was held on 14 August2018 where the prescribed items enumerated under Schedule IV to the Companies Act 2013and clause 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 thereunder. 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 Independent Directors are explained in theCorporate 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 27th 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 annual performance evaluation of itsown performance the directors individually as well as the working of its AuditNomination & Remuneration Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

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. Biju George &Co. Chartered Accountants was appointed as the StatutoryAuditors of the Company at the AGM held on 29th September2014 for a term offive consecutive years from the conclusion of the 22nd Annual General Meetingtill the conclusion of 27th Annual General Meeting.

The Report given by the Statutory Auditors on the standalone financial statements ofthe Company and the consolidated financial statements of the Company for the financialyear ended March 31 2019 forms part of this Annual Report. There have been noqualification reservation adverse remarks or disclaimer given by the Statutory Auditorsin their Report which calls for any explanation.

In view of the requirement of mandatory rotation of the Statutory Auditors inaccordance with the requirements of Section 139 of the Act and on the basis ofrecommendation of the Audit Committee the Board has recommended the appointment of M/s.Maharaj Rajan & Mathew Chartered Accountants (Firm Registration No. 01932S) as theStatutory Auditors of the Company for a term of five consecutive years from the conclusionof 27th Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting of the Company. M/s. Maharaj Rajan & Mathew Chartered Accountantshave submitted a certificate as required under Section 139(1) of the Act confirming thatthey meet the criteria provided in Section 141 of the Act. Their appointment is subject tothe approval of the shareholders of the Company at the ensuing Annual General Meeting.

The Board of Directors of the Company appreciate the association of M/s. Biju George&Co. Chartered Accountants as the Statutory Auditors and thank them for the servicesprovided.

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed thereunder.

2. Secretarial Auditors

M/s. SVJS & Associates a firm of practicing Company Secretaries (“SecretarialAuditors”) carried out the secretarial audit of of the company in compliance withthe Act and the rules made thereunder 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 forthe financial year under review is attached to this Report as Annexure 4. The saidreport does not contain any qualification reservation or adverse remark or disclaimermade by the Secretarial Auditors except that (i) Newspaper advertisement on bookclosure and on e-voting was published at a shorter period than required under theCompanies Act 2013 which was due to the delay by the advertisement agency. The Companywill ensure that all the future compliances are done in time. (ii) Annual Report bye-mail and AGM Notice by registered post was sent at a shorter period than required underthe Companies Act 2013- The company will ensure that all the future Annual GeneralNotices and annual report are sent within the time prescribed under the Companies Act2013. (iii) Fine was imposed by the Bombay Stock Exchange (BSE Limited) for a delayof six days in submission of the statement on investor complaints under Regulation 13 (3)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 for the quarter ended 31.03.2019 which has been paid- TheCompany will ensure that all the future submissions of statement on investor complaintsare within time. (iv) The limited review and audit reports are given by an auditorwho has not subjected himself to the peer review process of Institute of CharteredAccountants of India as per Regulation 33 (1) (d) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board ofDirectors on the recommendation of the Audit Committee has appointed M/s. Maharaj Rajan& Mathew Chartered Accountants (Firm Registration No. 01932S) as the StatutoryAuditors of the Company for a term of five consecutive years from the conclusion of 27thAnnual General Meeting till the conclusion of 32nd Annual General Meeting ofthe Company. Their appointment is subject to the approval of the shareholders of theCompany at the ensuing Annual General Meeting. The proposed Auditors possess a peer reviewcertificate issued by Institute of Chartered Accountants of India.

The Secretarial Audit Report of Ayurvedagram Heritage Wellness Centre Pvt Ltd thematerial subsidiary of the Company is annexed to its Annual Report. The report is uploadedon the website of the Company.

Internal Audit and Internal Financial Controls with reference to the financialstatements

The Company appointed Mr. Mathew Joseph 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 if any and followup actions thereon are reported to the Audit Committee.

3. Cost Auditors

According to Companies (Cost Records and Audit) Rules 2014 your Company is notrequired to get the cost audit done for financial year 2018-19. The Company has maintainedcost records for the financial year 2018-19.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism / Whistle Blower Policy for directors and employees to report genuineconcerns has been established. The Vigil Mechanism / Whistle Blower Policy has beenuploaded on the website 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 ManagementPersonnel and covers any unethical and improper actions or malpractices and events whichhave taken place/suspected to take place:

As per the policy all Protected Disclosures should be addressed to the VigilanceOfficer / Company Secretary or to the Chairman of the Audit Committee in exceptionalcases.

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 risk management policy for the company outliningthe parameters of identification assessment monitoring and mitigation of various riskswhich is available on the website of the company.

CREDIT RATING

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

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. Eye Camps and Women's Day free medical camps were also conducted.Corporate Social Responsibility provisions of the Companies Act 2013 are not applicableto the company and the same is being done as a part of the Corporate ethos of the Company.

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 31 March 2019.

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 MGT 9 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 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 Section 180(1)(c) of theCompanies 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 the commencement of the new financial year for thetransactions which are repetitive in nature and also for the transactions which are notforeseen.

In line with the requirements of the applicable laws the Company has formulated apolicy on related party transactions which is uploaded on the website of the Company at: https://www.keralaayurveda.biz/investor-relationships.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section134(3)(c) of the Companies Act 2013in relation to financialstatements of the company the Board of Directors state that:

a. in the preparation of the annual accounts the applicable accounting standards hasbeen followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

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 (PREVENTION PROHIBITIONAND 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 thereunder. 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 the Committee.

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 Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure 7 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 all areas of Ayurveda process and products. During 2018-19 we have launchedCervigest for comprehensive cervical spine care and Lumbagest for Lumbar Spondylitis &Sciatica in the form of soft gelatin capsule and KAL Baby oil for pediatric care. Allthese products received good customer acceptance. New cottage products like Virgin CoconutOil Kumkumadi Oil Marayoor Jaggery and Saffron were launched under FSSAI license. We gotapproval from Drugs controller for two new dosage forms Mathrukalpam granules &Myaxyl spray. Preclinical studies are advancing on - Glymin Atta Mix a Diabetic friendlymulti grain atta mix. We also received approval for marketing Raktchandanam Soap EladiSoap Winsoria Soap and Nalpamaradi Soap in Ayurveda cosmetic range.

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.

By order of the Board of Directors
For Kerala Ayurveda Limited
sd/-
Ramesh Vangal
Place: Bengaluru Chairman
Date : 12th August 2019 (DIN 00064018)