Jeevan Scientific Technology Ltd Directors Report.

To the Members,

The Directors have pleasure in presenting before you the 22nd Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS/ STATE OF COMPANIES AFFAIRS/:

The performance during the period ended 31st March, 2020 has been as under:

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Total Income 2308.85 2640.13 2647.50 2713.17
Total Expenditure 3285.87 2478.15 32081.81 2576.62
Profit Before Tax (977.02) 161.98 (1054.31) 136.55
Provision for Tax (195.54) 26.03 (195.70) 25.15
Profit Before other comprehensive income (781.48) 135.95 (858.61) 111.40
Other Comprehensive income (2.42) 1.40 (2.42) 1.40
Profit after Tax (783.90) 137.35 (861.03) 112.80

2. REVIEW OF OPERATIONS:

During the year under review, the Company on a standalone basis has recorded an income of Rs. 2308.85 Lakhs and loss of Rs. 783.90 Lakhs as against the income of Rs. 2640.13 Lakhs and profit of Rs. 137.35 Lakhs respectively in the previous financial year ending 31.03.2019.

Also, the company on a consolidated basis has recorded an income of 2647.50 Lakhs and loss of Rs. 861.03 Lakhs as against the income of Rs. 2713.17 Lakhs and profit of Rs. 112.80 Lakhs respectively in the previous financial year ending 31.03.2019.

3. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March, 2020 and the date of Boards Report. (i.e. 05.09.2020).

4. 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.

5. DIVIDEND:

As the profits are inadequate, the Directors do not propose any dividend for the year under review.

6. TRANSFER TO RESERVES:

The Company has not carried any amount to reserves.

7. BOARD MEETINGS:

The Board of Directors duly met 4 (Four) times on 30.05.2019, 13.08.2019,13.11.2019 and 14.02.2020 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

8. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS, IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

There were no significant material orders passed by regulators, courts, tribunals, impacting the going concern basis of the Company.

10. CORPORATE GOVERNANCE:

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 as a part of this Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

No Directors or Key Managerial Personnel have resigned during the year except Mr. Chandra SekharTumula who resigned from the post of Company Secretary w.e.f 06th June,2019. As required underregulation

36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seekingappointment/re-appointment are given as under: -

Name of the Director K. Vanaja M. Rajendra Prasad G. Bhanu Prakash
Date of Birth 14.06.1967 05.07.1973 20.06.1976
Date of Appointment 30.08.2016 10.04.2017 31.01.2009
Expertise in specific functional areas Experience in pharmacy since 1999 Pharmaceutical and CRO industry Experience in domestic and international strategic development, operations, marketing, sales, distribution and general management
Qualifications Graduate diploma in Pharmacy Ph.D. in Pharmacy MBA and MS from University of Bridgeport, USA
Names of the Listed entities in which the person is holding Directorships or Board Committee Memberships Nil Nil Nil
Inter se relationship among Directors Spouse of Mr. K. Krishna Kishore Nil Nil
Number of Shares held by them 15,73,800 8,96,250 3,000

12. VIGIL MECHANISM

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) of the Companies Act, 2013 and Regulation 46 of SEBI (LODR) Regulations, 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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.

14. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board Committees, and individual directors pursuant to the provisions of the Act and SEBI ListingRegulations.

The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structure, effectiveness ofboard processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committees,effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securitiesand Exchange Board of India.

In a separate meeting of independent directors, performance of nonindependent directors,the board as a whole and the Chairman of the Company was evaluated, taking into account theviews of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individual director tothe board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting ofNomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding theindependent director being evaluated.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

16. 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 of Rs.10/- each and the companys paid up capital stands at Rs.15,30,14,650 divided into 1,53,01,465 equity shares of 10/- each.

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. G. Bhanu Prakash, Mr. S.S.R Koteswara Rao and Mr. K. Ramakrishna Prasad, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. 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.

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

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 provision 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.

20. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the FY 2019-20, there have been no companies which have become or ceased to be the subsidiaries, associates and joint ventures.

21. DETAILS IN REPECT 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).

22. STATUTORY AUDITORS:

M/s. Pavuluri& Co, were appointed as Statutory Auditors for a period of 5 years in 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 Ministry 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.

23. INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s.K P & Associates Chartered Accountants, Hyderabad as the Internal Auditor of the Company.

24. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. S. Reddy & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as.

The Board has appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2019-20.

25. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2020 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 that may occur 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 there are no qualifications in the report except to the extent mentioned below:

S.No. Qualifications Response from the Management
1. The company has not appointed Whole Time company secretary during the financial year 2019-20 The company has already paid penalty of Rs.30,680/- levied by BSE and is looking for a suitable incumbent for the Job. However, due to the ongoing pandemic, the companys search has slowed down. The management assures to appoint a whole-time company secretary at the earliest.
2. The Company has not submitted Related party disclosure in half yearly basis. (September, 2019 and The company will make due efforts to submit the reports in time and all the disclosures will be informed to the exchange shortly.

26. 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 31,2020 which forms part of the Annual Report

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

The required information as per Sec.134 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: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

i. Research and Development (R&D): 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 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 1.2 (xiv)of accounts attached to this report.

28. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since Company does not have the net worth of Rs. 500 Crore 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.

29. SECRETARIAL STANDARDS:

The company is in compliance with Secretarial Standards.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the financial year under review except to the wholly owned subsidiary co. - Enhops Solutions Private Limited.

31. CREDIT & GUARANTEE FACILITIES:

The Company availed facilities of Credit and Guarantee as and when required, for the business of the Company, from the Karur Vysya Bank for which Personal Guarantees were given by Mr. K. Krishna Kishore, Vice Chairman & Managing Director, Mrs. K. Vanaja, Director & Dr. M. Rajendra Prasad Whole Time Director & CEO without any consideration for obtaining Bank Guarantees.

32. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal control systems, which commensurate with its size, nature of business and complexity of its

operations and are designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguard for assets, internal control over financial reporting, and compliance with applicable laws and regulations. Internal audit function evaluates the adequacy of and compliance with policies, plans, regulatory and statutory requirements.

The Internal Auditors directly report to the Boards Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken.

33. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your 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.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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 Notes to accounts attached to the financial statements which setare outrelated party disclosures in note no. 31.

35. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable for the financial year 2019-20.

36. 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 Mrs. K. Vanaja who is a promoter of the company and has a pecuniary relationship to the extent of shares held by her in the company.

37. Particulars of Employees:

Your 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 the act read with rules 5(2) and 5(3) of the companies (Appointment and remuneration of Managerial personnel) Rules 2014 of the Companies Act, 2013.

38. 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 maiden employees is 1:0.03 times in case of Mr. K. Krishna Kishore and Dr. M. Rajendra Prasad, Whole-time Director and CEOof the Company.

39. 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.

40. 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 Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees are covered under this policy. During the year 2019-20, there were no complaints received by the committee.

41. APPRECIATION & ACKNOWLEDGEMENT:

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 of Jeevan Scientific Technology Limited

Sd/- Sd/-

K. Krishna Kishore M. Rajendra Prasad

Vice Chairman and Whole-time Director

Place: Hyderabad Managing Director and CEO

Date: 05.09.2020 (DIN: 00876539) (DIN: 02376561)