jeevan scientific technology ltd Directors report


To the Members,

Jeevan Scientific Technology Limited Hyderabad, Telangana, India

The Directors have pleasure in presenting the 25th Directors? Report of the Company together with the Audited Statements of Accounts (Standalone and Consolidated) forthe year ended 31st March, 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company forthe period ended 31st March, 2023 is as under:

(Rs. In Lakhs)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 3617.80 5655.49 3617.80 6779.30
Other Income 106.19 590.98 107.42 592.44
Profit/Loss before depreciation,finance costs, exceptional items and Tax expense 235.27 2298.66 236.27 2268.00
Less: Depreciation/Amortisation 502.36 367.93 507.32 368.88
Profit/Loss before finance costs, exceptional items and Tax expense (267.09) 1930.73 (271.05) 1899.12
Less: Finance Costs 94.76 95.83 97.21 96.30
Profit/Loss before Exceptional Items and Finance Costs (361.85) 1834.90 (368.26) 1802.82
Add/(Less): Exceptional Items -- -- -- --
Profit/Loss before Tax expense (361.85) 1834.90 (368.26) 1802.82
(Less): Tax Expense (current & deferred) 61.55 608.59 61.79 608.46
Profit/(Loss) for the year (1) (300.30) 1226.31 (306.47) 1194.36
Total Comprehensive lncome/(Loss) (2) (8.60) 21.03 (8.60) 21.03
Total (1+2) (308.90) 1247.34 (315.07) 1215.39
Earnings per share (1.96) 8.15 (2.00) 7.94
Balance of profit /loss for earlier years 3528.16 2094.74 3528.16 1972.13
Less: Transferto Debenture Redemption Reserve - - - -
Less: Transferto Reserves 60.96 (1509.92) 73.60 (1632.53)
Less: Dividend paid on Equity Shares 183.62 76.50 183.62 76.50
Less: Dividend Distribution Tax - - - -
Balance carried forward 3283.58 3528.16 3270.94 3528.16

2. OVERVIEW & STATE OF THE COMPANY?S AFFAIRS:

Revenues-standalone

During the year under review, the Company on a standalone basis has recorded an income of Rs. 3723.99 Lakhs and incurred a loss of Rs. 308.90 Lakhs as against the income of Rs. 6246.47 Lakhs and Profit of Rs. 1247.34 Lakhs respectively in the previous financial year ending 31.03.2022.

Revenues-Consolidated

During the year under review, the Company on a consolidated basis has recorded an income of Rs. 3725.20 Lakhs and incurred a loss of Rs. 315.07 Lakhs as againstthe income of Rs. 7371.74 Lakhs and Profit of Rs. 1215.39 Lakhs respectively in the previous financial year ending 31.03.2022.

3. DIVIDEND:

No dividend is proposed fortheyear under review.

4. TRANSFERTO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the Company has not transferred any amount to general reserves account of the Company during theyear under review.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

6. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and Company?s operations in future.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision ofthefinancial statements fortheyearunder review.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company has not undergone any change in the nature of business during the FY 2022-23.

9. DEPOSITS FROM PUBLIC:

The Company has not accepted any public deposits during the Financial Year ended March 31,2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet and hence there has been no non-compliance with the requirements of the Act.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES:

The Company has one subsidiary namely Nayas Laboratories Private Limited situated in Hyderabad, Telangana. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features ofthefinancial statements of the subsidiary company in Form AOC-1 is attached herewith forming part of the Annual Report. In accordance with the proviso to Section 136(1) of the Companies Act, 2013, the Annual Report ofyour Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Companyatwww.jeevanscientific.com.

11. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES:

During the financial year, Company has invested in 20,00,000 Equity Shares at Rs. 10/- each of Nayas Laboratories Private Limited constituting 88.9 % of post Paid-up equity share capital of Nayas Laboratories Private Limited. As a result, Nayas Laboratories Private Limited has become a subsidiary of the Jeevan Scientific Technology Limited.

12. INDEPENDENT DIRECTOR?S FAMILIARIZATION PROGRAMMES:

Independent Directors are familiarized about the Company?s operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarization programme held in FY 2022-23 are also disclosed on the Company?s website: http://www.jeevanscientific.com.

13. BOARD EVALUATION

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance, competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement.

All the Directors participated in the evaluation process conducted in February 2023. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors. The Board upon discussion noted the inputs of the Directors.

The detailed procedure followed forthe performance evaluation ofthe Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

14. MEETINGSOFTHE BOARD

The Board of Directors duly met 6 (Six) times on 20.04.2022, 30.05.2022, 12.08.2022, 11.11.2022, 08.02.2023 and 27.03.2023 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose.

15. COMMITTEES OF THE BOARD

There are various Board Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship, Corporate Social Responsibility Committee and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

16. AUDITCOMMITTEE RECOMMENDATIONS:

During theyear, all recommendations of Audit Committee were approved by the Board of Directors.

17. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFOAND KEYMANANGERIAL PERSONNEL

As on date of this report, the Company has ten Directors, out ofwhich four are Independent and four are executive including one women director and two non-executive Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

• Resignation of Mr. M. Srikanth Shashidhar as Chief Financial Officer of the Company with effect from 16th September, 2022.

• Appointment of Mr. Jeevan Krishna Kuchipudi as Chief Financial Officer ofthe Company with effect from 16th September, 2022.

• Resignation of Mr. Rama Krishna Prasad Kakaralaas Director ofthe Company with effect from 12th August, 2023.

• Appointment of Mr. DivakarAtluri as Non-Executive Director of the Company with effect from 14th August, 2023.

b) Key Managerial Personnel:

Key Managerial Personnel forthefinancial year2022-23

• Mr. Kuchipudi Krishna Kishore, Vice Chairmen and Managing Director ofthe company.

• Mr. Jeevan Krishna Kuchipudi, Executive Director and CFO ofthe company.

• Ms. Snigdha Mothukuri, Whole- Time Director and CEO ofthe company.

• Mr. NageswarRaoYarllagadda, Executive Director and CFO ofthe company.

• Ms. Sharvari Swapnil Shinde as Company Secretary and Compliance Officer of the company.

c) Information u/r36(3)of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointments are given as AnnexureAto the notice ofthe AGM forming part of this Annual Report.

18. STATUTORYAUDITAND AUDITORS REPORT:

The members ofthe Company in accordance with Section 139 ofthe Companies Act, 2013 have passed a resolution for appointment of M/s. Pavuluri & Co., Chartered Accountants, Hyderabad (Firm Registration No. 012194S) as Statutory Auditors of the Company for a period of5years in the AGM held on 29.09.2022 to hold office up to the conclusion of 29th Annual General Meeting ofthe Company to be held forthefinancial year 2026-2027.

The notes ofthe financial statements referred to in the Auditors? Report issued by M/s. Pavuluri & Co., Chartered Accountants, Hyderabad for the financial year ended on 31st March, 2023 are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation or adverse remark.

19. INTERNALAUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) ofthe Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit ofthe functions and activities ofthe Company was undertaken by M/s. KP&Associatesthe Internal Auditor ofthe Company.

Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts ofthe Company from the Internal Auditor.

The internal audit is conducted at the Company and covered all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews the same regularly.

The Board has re-appointed M/s. KP & Associates, Chartered Accountants, Hyderabad, as Internal Auditors forthe Financial Year 2023-24.

20. SECRETARIAL AUDITOR & AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Ms. Aakanksha, Practicing Company Secretary (CP No. 20064) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2023.

The Secretarial Audit was carried out by Ms. Aakanksha, Company Secretary forthe financial year ended March 31,2023. The Report given by the Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has also appointed Ms. Aakanksha, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial Audit ofthe Company forthefinancial year 2023-24.

21. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08,2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 26, 2023, was given by Ms. Aakanksha, Practicing Company Secretary which was submitted to BSE Limited.

22. COST RECORDS AND COSTAUDIT:

Maintenance of cost records and requirement ofcost audit as prescribed underthe provisions ofSection 148(1) of the Act, are not applicable forthe business activities carried out by the Company.

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) ofthe Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the CompaniesAct, 2013.

24. DECLARATION BYTHE COMPANY:

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as perSec.134 ofthe Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

The Company?s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

i. Research and Development (R&D): Bioanalytical research laboratory is designed with state ofthe art facility equipped with advanced analytical instrumentation having 2 processing labs and 4 LC-MS/MS labs, which can accommodate up to 12 LCMS/ MS. Jeevan Scientific offers a unique combination of highly trained workforce enabled with well-equipped bio analytical Research And Development (R&D) laboratory.

ii. There was considerable technology absorption, adoption, innovation and implementation along with addition of the above equipment in the facility. These technological advancements include automation/digitization of the Clinical Trial Participant Management, resulting in paperless procedure, accurate database management, easy workflow management, reduced turnaround times and considerable cost reduction with strict adherence to regulatory compliance. Also, there has been significant implementations of newer advanced software/hardware and/or upgradations built/used to enhance the data storage/process for longer durations, to adhere to regulatory compliances, to ensure error-free mechanisms and to automate the manual process being followed in the company.

C. Foreign Exchange Earnings and Out Go:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during theyear in terms of actual outflow: Please refer notes to accounts attached to this report.

26. CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed underthe Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company?s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-II.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-111 to this report.

28. RISK MANAGEMENT POLICY:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

29. ANNUALRETURN:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company?s website: https://www.jeevanscientific.com.

30. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 21,00,00,000/-divided into 2,10,00,000 equity shares ofRs.10/- each.

During the year under review 1,78,750 equity shares are allotted on conversion and exercise of ESOPs to the employees of the Company.

The paid-up Share capital of the Company stands at Rs.15,48,02,150/- divided into 1,54,80,215 equity shares of Rs.10/- each.

31. DECLARATION OF INDEPENDENCE:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company?s Code of Conduct.

In terms of Reg. 25(8) ofSEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed thatthey are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independentjudgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

32. DIRECTOR?S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company atthe end of the financial year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism i Whistle Blower Policy pursuant to Reg. 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical behaviour, suspected fraud orviolation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Vice Chairman and Managing Director and Chairperson ofthe Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee. The policy is available on the website ofthe Company atwww.jeevanscientific.com.

34. EMPLOYEE STOCKOPTION SCHEME:

The Company adopted an Employee Stock Option (ESOP) scheme, namely "Employee Stock Option Scheme 2016-" ("JSTL- ESOP Scheme 2016) which helps the Company to retain and attract right talent. The Nomination and Remuneration Committee (NRC) administers the Company?s ESOP scheme. There were no changes in the ESOP scheme during the financial year under review. The scheme is in compliance with the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.

Following are the details ofthe ESOPsas on 31st March 2023:

SI. No. Details Related to ESOPS JSTL ESOP Scheme 2016
1. Description of each ESOP that existed at any times during the year, including the general terms and conditions of each ESOPS including:
a. Date ofShareholders Approval 30.09.2016
b. Total no. of options approved under ESOPS 25,00,000
c. Vesting Requirements Vesting period shall not be less than one year and not more than 5 years from the date of grant of options.
d. Exercise price orPricing Formula As decided by NRC
e. Maximum term of options granted 5 years
f. Source of shares (primary, secondary or combination) Primary
g. Variation in terms of options --
2. Method used to account for ESOPS Blackscholes
3. Option movement during the year:
a Number of options outstanding at the beginning ofthe period 16,00,000
b Adjustment on account of bonus issue (if any) NA
c No. of options granted during the year 1,76,000
d No. of options forfeited/lapsed during the year NA
e No. of options vested duringthe year 1,85,00C
f. No. of options exercised during the year 1,78,750
g No. of shares arising as a result ofexercise of options 1,78,750
h Money realized by exercise of options (INR), if scheme is implemented directly by the company Rs. 17,87,500
i. Loan repaid by the trust during the yearfrom exercise price received NA
j- No. of option outstanding at the end ofthe year 14,24,000
k No. of options exercisable at the end ofthe year 6,250
4. Weighted average exercise prices and weighted average fairvalues of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock NA

Disclosure in compliance with the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the company website of the company at website: https://www.jeevanscientific.com.

Further, a certificate from Ms. Aakanksha, Secretarial Auditor of the Company certifying that the ("JSTL- ESOP Scheme 2016) has been implemented in accordance with these regulations and in accordance with the resolution of the Company in the general meeting is enclosed as Annexure-IV.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY)

The company has attracted the provisions of Corporate Social Responsibility u/s 135 of Companies Act, and accordingly has formed the CSR committee to oversee the CSR activities, adopted the CSR policy may be accessed on the Company?s website at: www.jeevanscientific.com. The Corporate Social Responsibility Report is enclosed asAnnexureV.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2022-2023, your Company has spent Rs. 11,13,627/- while the total obligation is Rs. 11,13,627/- (representing 2 % of the average net profit for the past the three financial years, being FY 19-20, FY 20-21 and FY 2021-22). Areas of CSR Activities undertaken bythe Company are Health Care and old age home.

36. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

37. INSURANCE:

The properties and assets of your Company are adequately insured.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees or investments provided under Section 186 of the Companies Act, 2013 are as mentioned below:

S. No Name of the Company Particulars Amount (Rs.)
1 Nayas Laboratories Private Limited Subscribed to the equity shares Rs. 2,00,00,000 (20 lakhs equity shares of Rs. 10 each
2 Nayas Laboratories Private Limited Loan and/ or Corporate Guarantee Upto Rs. 15,00,00,000 against which Company (Nayas) has received sanction for a Loan of Rs. 6,90,00,000 from Karur Vysya Bank. So far the Company (Nayas) has availed Rs. 3.14 crores as a term loan.
3 Tanvi Foods Limited Loan repayment Loan of Rs. 3.00 crores was repaid by Tanvi Foods Limited on 05.07.2023.

39. INTERNAL FINANCIAL CONTROL SYSTEMS:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in orderto take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The Company laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

40. RELATED PARTYTRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm?s length basis and in the ordinary course of business. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-VI to this report.

41. POLICYON DIRECTOR?S APPOINTMENTAND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director?s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company?s website at www.jeevanscientific.com.

42. TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION:

Pursuantto the provisions ofSection 124 ofthe Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (" I EPF"), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed fora period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) ofthe Act.

43. SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

44. DETAILS OF NODAL OFFICER:

The Company has designated Ms. Sharvari Swapnil Shinde as a Nodal Officerfor the purpose of IEPF.

45. DETAILS OF UTILIZATION OF FUNDS:

During the year under review, the Company has not raised any funds through Private Placement, Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

46. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Atable containing the particulars in accordance with the provisions ofSection 197(12) ofthe Act, read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended asAnnexure VII (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VII (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is as mentioned in Annexure- Vll(a).

48. NON-EXECUTIVE DIRECTORS?COMPENSATION AND DISCLOSURES:

None of the Independent/ Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors except Mr. T. Ravi Babu and Mr. K. Rama Krishna Prasad (Non- Executive Directors) who are holding 3,93,200 Equity Shares and 3,00,000 Equity Shares respectively.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

50. FAILURE TO IMPLEMENTCORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of loans taken from banks and financial institutions.

53. POLICIES:

TheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015mandated the formulation of certain policies for all listed companies. All the policies are posted on our website. www.jeevanscientific.com.

54. STATUTORYCOMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

55. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is posted on the website of the Company at https:// www.jeevanscientific.com.

56. CEO/CFOCERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure VIII.

57. PREVENTION OF SEXUAL HARASSMENTAT WORKPLACE:

The Company has always believed in providing a safe and harassment free workplace for every woman working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints against sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31,2023, no complaints pertaining to sexual harassment have been received.

58. EVENT BASED DISCLOSURES

During theyear under review, the Company has nottaken up any of the following activities:

a. Issueofsweatequityshare: NA

b. Disclosure on purchase by Company or giving of loans by itfor purchase of its shares: NA

c. Buy back shares: NA

d. Preferential Allotment of Shares: NA

e. Issue of equity shares with differential rights as to dividend, voting: NA

59. APPRECIATION & ACKNOWLEDGEMENT:

Your directors places on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to sustain its operations and is determined to poise a rapid and remarkable growth i n the years to come.

Your directors also wishes to place on record their appreciation of all stakeholders including business constituents, banks and other "financial institutions and shareholders of the Company SEBI, BSE, NSDL, CDSL, Company?s Bankers, etc. fortheir continued support for the growth of the Company.

For and on behalf of the Board of Jeevan Scientific Technology Limited
Place: Hyderabad Date: 14.08.2023 Sd/- Snigdha Mothukuri Executive Director and CEO (DIN:08934860) Sd/- K. Krishna Kishore Vice Chairman and Managing Director (DIN: 00876539)