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To the Members,
The Directors have pleasure in presenting before you the 21st Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2019 has been as under:
(Rs. In Lakhs)
|Profit Before Tax||161.98||48.49||136.55||36.20|
|Provision for Tax||26.03||23.79||25.15||25.02|
|Profit before Other|
|Other Comprehensive Income||1.40||5.84||1.40||5.84|
|Profit after Tax||137.35||30.54||112.80||17.02|
REVIEW OF OPERATIONS:
During the year under review, your company recorded a turnover of Rs. 2,640.13 Lakhs as against Rs. 2,016.91 Lakhs in the previous financial year. The turnover includes revenue from the Clinical Research services.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of the company between 31st March 2019 and the date of Boards Report. (i.e. 13.08.2019)
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Boards Report there was no change in the nature of Business.
TRANSFER TO RESERVES:
During the year under review, 38,42,000 warrants were converted into equity shares on 12-06-2018, and an amount of Rs. 7,78,00,500 received towards share premium amount (@ Rs. 20.25 premium per share ) was transferred to reserves.
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent
Directors is disclosed on the Companys website www.bnrsecurities.com
A separate section titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return is Annexed as Annexure no.II of this Annual Report.
The authorised capital of the company is Rs. 21,00,00,000/- consisting of 2,10,00,000 equity shares of Rs. 10/- each and the paid up share capital of the Company is Rs. 15,30,14,650/-consisting of 1,53,01,465 equity shares of Rs. 10/- each.
In the Board Meeting held on 12.06.2018, 38,42,000 warrants were converted into 38,42,000 equity shares of Rs. 10/- each at an issue price of Rs. 30.25 per share.
As a result, the paid up capital of the company increased from Rs. 11,45,94,650./- consisting of 1,14,59,465 equity shares of Rs. 10/- each to to Rs. 15,30,14,650./- consisting of 1,53,01,465. equity shares of Rs. 10/- each .
As the profits are inadequate, the Directors do not propose any dividend for the year under review.
The Board of Directors duly met 6 (Six) times on 26.05.2018, 12.06.2018, 14.08.2018, 12.11.2018, 14.02.2019 and 06.03.2019 and in respect of which meetings, proper notices are given and the proceedings are properly recorded and signed in the Minutes Book maintained for the purpose.
DIRECTORS AND KEY MANANGERIAL PERSONNEL: The following Directors/ KMPs are appointed or resigned during the year 2018-19 and upto the date of Boards Report as on 13.08.2019: i. Mr. K. Krishna Kishore was appointed as CFO of the Company w.e.f 11th October, 2018 and as compliance officer w.e.f 7th June 2019. ii. Mr. G. Ravi Kumar resigned as CFO of the Company w.e.f 10th October, 2018 iii. Mr. Chandra Sekhar, Company Secretary cum Compliance officer resigned w.e.f 06th June, 2019 As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors or Key Managerial Personnels who are apppointed during the year and upto the date of Boards Report or seeking appointment/re-appointment are given as under:-
|Name of the Director||Mr. T Ravi Babu|
|Date of Appointment||28/02/2000|
|Brief resume and expertise in specific functional areas||More than 18 years of experience in freelancing, advertising and consulting computer graphics and also worked as Director of Cinematography in Indian Broadcasting Company at New York for 4 years.|
|Relationship between Directors inter se [(As per Section 2(77) of the CompaniesAct, 2013 and Rule 4 of Companies (Specification of Definition Rules, 2014)]||Promoter of the company|
|Directorship in other Companies||NIL|
|Committees of other Companies||NIL|
|Shareholding in the Company||2500|
|Last remuneration drawn||NIL|
|No. Of board meetings attended during the year||5|
DIRECTORS 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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the 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 Act for safeguarding the assets 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; 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.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received a declarations from Independent directors of the company, Mr. G. Bhanu Prakash, Mr. S.S.R Koteswara Rao and Mr. K. Rama Krishna Prasad, to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JOINT VENTURES:
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC 1 is as an attachment herewith forming part of the Annual Report. In accordance with third provison to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company at www.jeevanscientific.com. Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.jeevanscientific.com.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
No companies have become or ceased to be the subsidiaries, joint ventures or associate companies of the company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
M/s. Pavuluri & Co, were appointed as Statutory Auditors for a period of 5 years in an earlier Annual General Meeting held on 27th September, 2017.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Miunistry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on September 27, 2017.
M/s. K P & Associates, Chartered Accountants, Hyderabad are the internal Auditors of the Company for the financial year 2018-19
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S.S. Reddy & Associates., Practicing Company
Secretaries is annexed to this Report as Annexure - III.
INDIAN ACCOUNTING STANDARDS
The implementation of Indian Accounting Standards (IAS) was a major change process which the company has implemented with effect from 01st April, 2017 onwards.
QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2019 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and has noted that the same does not have any reservations qualifications, or adverse remarks. The Secretarial Audit Report in Form MR-3 is annexed to the Annual Report as Annexure - III.
CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 on consolidated financial statements, the Directors have provided the consolidated financial statements for the financial year ended March 31, 2019 which forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134(3)(m) of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
The Companys 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): The company has started a Bioanalytical Lab in the new premises. Bioanalytical research laboratory is designed with state of the 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. Technology absorption, adoption and innovation: There was considerable technology absorption, adoption and innovation with the addition of the above equipment in the new facility the results of which can be seen in the years to come.
C. Foreign Exchange Earnings and Out-Go: The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflow: Please refer to note no.1(xiv) of notes to accounts.
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any Loans, Guarantees or Investments during the year under review.
CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from The Karur Vysya Bank Ltd. and Personal Guarantees were given by Mr. K. Krishna Kishore, Vice Chairman & Managing Director, Smt. K. Vanaja, Director & Shri. M. Rajendra Prasad Whole Time Director & CEO without any consideration for obtaining Bank Guarantees.
RISK MANAGEMENT POLICY:
The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since the Company does not have net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.jeevanscientific.com.
The Directors draw attention of the members to Note no.31 in notes to accounts which sets out related party disclosures.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE:
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 A
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 read with Schedule V of the Companies Act, 2013 a remuneration to Mr. K. Krishna Kishore,Vice-Chairman and Managing Director of the Company is 25:1 and to Mr. Rajendra Prasad, Whole-Time director and CEO of the Company is 25:1.
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 Judgment of the Board may affect the independence of the Directors.
CEO/ CFO Certification
The Managing Director and CEO/ CFO certification of the financial statements for the year 2018-19 is provided elsewhere in this Annual Report.
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Directors performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.
The evaluation procedure followed by the company is as mentioned below: i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors. ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors. iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarising the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them. iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued. v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration.
Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. vi) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.
The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvement are put in place.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to Bombay Stock Exchange where the Companys Shares are listed.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review as stipulated under Regulation 4(3) read with schedule V , Part B of SEBI(Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is presented in a separate section forming part of the annual report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employees stock option scheme:The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014
4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The company did not buy-back any shares during the period under review.
7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: 38,42,000 warrants were converted into 38,42,000. equity shares of Rs.10/- each at an issue price of Rs. 30.25 per share on preferential basis on 12-06-2018 The proceeds of the preferential issues was spent/ utilized towards intended objects and as mentioned in the explanatory statement of the notice of the AGM dated 30th Day of August, 2016.
The Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 8,50,000 and above per month or Rs, 1,02,00,000/-and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies
Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
No. of complaints received: Nil
No. of complaints disposed off: Nil
The directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place. (Prevention, prohibition and Redressal act, 2013)
During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
The Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.
The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, The Karur Vysya Bank, Oriental Bank of Commerce, Andhra Bank and State Bank of India etc. for their continued support for the growth of the Company.
|For and on behalf of the Board|
|Jeevan Scientific Technology Limited|
|Place : Hyderabad||K. Krishna Kishore||M. Rajendra Prasad|
|Date : 13.08.2019||Vice Chairman &||Whole-Time Director|
|Managing Director||and CEO|
|(DIN : 00876539)||(DIN : 02376561)|