Kerala Ayurveda Ltd Directors Report.

To,

The Members

Your Directors have the pleasure in presenting the 29th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2021.

FINANCIAL RESULTS

The Companys financial performance during the year 2020-21 as compared to the previous year 2019-20 is summarized below:

(Rs.in Lakhs)
Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Product Revenues 3968.76 4428.41 4298.14 4763.7
Service Revenues & Other Income 351.51 940.05 1909.25 2913.62
Gross Income 4320.28 5368.47 6207.39 7677.32
Less: VAT & Excise Duty 310.10 360.39 310.10 360.39
Net Income from Sales/Services 4010.18 5008.08 5897.29 7316.93
Profit before Interest, Depreciation & Tax (EBITDA) 28.66 311.50 86.16 722.85
Profit before extraordinary items and tax -657.6 121.57 (673.83) 453.76
Extra Ordinary items 0 0 0 0
Profit Before Tax -657.6 121.57 (673.83) 453.76
Net Profit/Loss after tax -495.05 87.69 (484.36) 405.33
Minority interest in Profit 0 0 0 15.60
Other Comprehensive Income 32.21 30.1 32.21 30.10
Net Consolidated Profit/Loss -462.84 117.79 (452.15) 419.83
Loss Brought forward from previous year (797.15) (914.94) (1471.62) (1891.45)
Loss Carried to the Balance Sheet (1259.99) (797.15) (1923.77) (1471.62)

REVIEW OF OPERATIONS

During the Financial Year under review, the operational results ended with a loss of Rs.657.60 Lakhs as against a profit Rs. 121.57 Lakhs during previous year. The Net revenue of the company stands at Rs.4337.44 Lakhs as against Rs.5384.11 Lakhs during previous year showing a decline of 19.43%. The consolidated net revenue including its subsidiaries for current year is Rs.6218.63 Lakhs against Rs. 7679.31 Lakhs during the previous year.

During the year companys digital presence has substantially improved across social media and other platforms, website was upgraded this will go in a long way to popularize "Kerala Ayurveda" Brand cost effectively. The Company has launched a tele consultation "Digiapp" to enhance the reach of Ayurveda services and consultation all over India and globally Kerala Ayurveda Limited and its wholly owned subsidiary, Suveda Inc, USA (doing business in the name of Kerala Ayurveda Inc., USA) have collaborated with eBay, a pioneer in global E-commerce to facilitate a wider market reach and to promote authentic Ayurveda in markets where eBay has a direct presence.

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

There are 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 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, 2020 and the details are as under:

SL No Name Location % of holding
1. Ayurvedagram Heritage Wellness Centre Pvt Ltd. India 74
2. Ayurvedic Academy Inc. USA 100
3. Suveda Inc. (formerly known as Nutraveda Inc.) USA 100
4. Ayu Natural Medicine Clinic, PS USA 100
5. CM S Katra Holdings LLC USA 81. 67
6. CMS Katra Nursing LLC USA 100*
7. Nutraveda Pte Ltd . Singapore 100

*CMS Katra Holdings LLC holds 100% shareholding in CMS KatraNursing LLC; hence CMS Katra 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 Private Limited. has achieved a turnover of Rs.287.15 lakhs as against Rs. 842.27 lakhs in the previous financial year. Accordingly, the EBITDA of the company is Rs.-45.57 lakhs against 154.20 lakhs in the previous year.

^ Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs.1709.64 Lakhs as compared to Rs. 1704 Lakhs in the previous year. The performance of each of the subsidiaries of the Company is mentioned below:

a) Ayurvedic Academy Inc

The turnover of Ayurveda Academy Inc during the financial year 2020-21 was Rs.1579.39 Lakhs as compared Rs. 1,516.73 Lakhs in the previous year. The profit of the subsidiary after taxes was Rs. 330.3 Lakhs as compared to Rs. 351.95 Lakhs in the previous year.

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

The turnover of Suveda Inc. during the financial year 2020-21 was Rs. 130.25 Lakhs as compared Rs. 187.28 Lakhs in the previous year. The subsidiary incurred a loss of Rs. 76.44 Lakhs as compared to a loss of Rs 145.44 in the previous year.

c) Ayu Natural Medicine Clinic, PS, USA,

The turnover of Ayu Natural Medicine Clinic, P S, USA was nil during the financial year 2020-21 and in the previous year. The subsidiary has not earned any profit in the financial year 2020-21 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 2020-21 and in the previous year. The subsidiary has not earned any profit in the financial year 2020-21 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 2020-21 and in the previous year. The subsidiary has not earned any profit in the financial year 2020-21 and in the previous year

f) Nutraveda Pte Ltd

The turnover of Nutraveda Pte Ltd was nil during the financial year 2020-21 and in the previous year. The subsidiary has not earned any profit in the financial year 2020-21 and in the previous year

CONSOLIDATED FINANCIAL STATEMENTS

As per Rule 8 of Companies (Accounts) Amendments Rules, 2016, a report on the highlights of performance of subsidiaries, associates and joint venture companies and their contributions to the overall performance of the company during the period under report is attached as Annexure-1. Any member intending to have a copy of Balance sheet and other financial statement of these Companies shall be made available on the website of the Company www. keralaayurveda.biz/investor-relationships/under the "Investor" Tab. It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company and the respective offices of its subsidiary companies.

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

During the financial year ended 31st March, 2021, no entity has become or ceased to be a subsidiary, joint venture or associate of the Company.

DIVIDEND

With a view to conserve the resources for future business requirements of the Company, the Board of Directors decided not to recommend any dividend on equity shares for the year ended 31st March, 2021.

RESERVES

The company does not propose to transfer any amount to reserves during the period. At the end of the year, the Other equity of the company is Rs. (51.45) Lakhs as against Rs. 411.39 Lakhs of the previous year. During the year the company had a deficit of Rs.462.84 Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2021

DIRECTORS& KEY MANAGERIAL PERSONS:

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

Ms. Shailaja Chandra (DIN: 03320688) resigned from the office with effect from 6th January, 2021 and Mr. Kshiti Ranjan Das (DIN: 07212449) resigned the Company with effect from 3rd February, 2021. The resignation was due to their pre occupations and no other material reasons

Appointment of Director

The Board of Directors had appointed Ms. Shilpa Kiran Gududur (DIN: 09067581) as Additional Independent Directors on the Board with effect from 15th February, 2021 pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions of the Companies Act, 2013 and the rules made there under read with the Articles of Association of the company to hold the office up to the conclusion of the ensuing Annual General Meeting.

Brief resume of the Independent Director seeking re-appointment along with other details required are provided in the notice of the 29th Annual General Meeting of the Company. Appropriate resolution for her appointment is being placed for approval of the members at the ensuing Annual General Meeting.

Retirement by rotation

Mr. Gokul Patnaik, (DIN 00027915), will retire by rotation at the ensuing Annual General Meeting of the company and being eligible has offered himself for re-appointment.

A brief resume of the aforesaid Director and other information have been detailed in the notice convening the Annual General Meeting of the Company. Appropriate resolution for his reappointment is being placed for approval of the members at the ensuing Annual General Meeting.

Appointment and resignation of Key Managerial Personnel

Ms. Surbhi Sharma resigned from the post of Company Secretary of Kerala Ayurveda Limited with effect from 15th November, 2019. Ms. B.R. Ashitha was appointed as the Company Secretary of the Company by the Board of Directors with effect from 30th June, 2020.

Further, Mr. Arvind Agarwal, Chief Financial Officer resigned from his post with effect from 7th September, 2020 and Mr. Narumanchi Muralikrishna was appointed as the Chief Financial and Chief Operating Officer with effect from 7th September, 2020

MEETINGS OF THE BOARD OF DIRECTORS

An annual calendar of Board and Committee Meetings planned during the year were prepared and circulated in advance to the Directors. During the year Four Board Meetings, four Audit Committee Meetings, Two Nomination Remuneration Committee meetings and Two Stakeholders Relationship Committee meetings were convened and held. The details of meeting & attendance are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and pursuant to the relaxations provided. During the financial year 2020-21, the Board of Directors of the Company met on the following dates-30th June, 2020; 14th August, 2020; 12th November, 2020 and 15th February 2021

Further, separate meeting of Independent Directors of the Company was held on 5th December, 2020 where the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were discussed.

DECLARATION BY INDEPENDENT DIRECTOR(S)

All the Independent Directors have furnished declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure 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 and performance updates of the Company and business strategy. The Company has done various programmes to familiarize Independent Directors with the Company, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

Details of the familiarization programme for Independent Directors are explained in the Corporate Governance Report.

DETAILS OF EMPLOYEES AND RELATED DISCLSOURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being 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. Any shareholder interested in obtaining the same may write to the Company Secretary. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 29th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 3 and forms part of this Report as Annexure 2

BOARD EVALUATION

Pursuant to the provisions of The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the working of its Committees. The manner in which the evaluation has been carried 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 of the Company has approved a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3).The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel and Senior Management and the Remuneration of other employees. The Companys Policy furnished as Annexure 3 forms part of this Report. The policy is also uploaded on the website of the Company and is reproduced on the website of the Company.

PARTICULARS OF AUDITORS:

1. Statutory Auditors

M/s. Maharaj Rajan & Mathew. (Firm Registration No. 01932S), Chartered Accountants, was appointed as the Statutory Auditors of the Company at the AGM held on 24th September, 2019 for a term of five consecutive years from the conclusion of the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting.

The Report given by the Statutory Auditors on the standalone financial statements of the Company and the consolidated financial statements of the Company for the financial year ended March 31, 2021 forms part of this Annual Report. There have been no qualifications, reservation, adverse remarks or disclaimer given by the Statutory Auditors in their Report which calls for any explanation.

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

2. Secretarial Auditors

M/s. SVJS & Associates, a firm of practicing Company Secretaries ("Secretarial Auditors"), carried out the secretarial audit of compliance with the Act and the rules made there under, the Listing Regulations and other applicable regulations as prescribed by SEBI, Foreign Exchange Management Act, 1999 and other laws specifically applicable to the Company. The Secretarial Audit Report in Form MR-3 for the financial year under review is attached to this Report as Annexure 4.The said report does not contain any qualification, reservation or adverse mark or disclaimer made by the Secretarial Auditors, except that (i) The notice of Annual General Meeting was sent on 09.09.2020 for the meeting held on 30.09.20- Considering the prevailing pandemic conditions there was a slight delay (ii) The Financial Statements were not signed by the Company Secretary in accordance with Section 134 (1) of the Companies Act, 2013 and the AoC1 was not signed by all the persons who have signed the balance sheet.-The appointment of Company Secretary was taken up for consideration on the meeting held on 30.06.2021 after signing of the financials. (iii) The Directors of the Company - Mr. Ramesh Vangal (DIN : 00064018), Mr. Gokul Patnaik (DIN : 00027915), and Mr. Anand Subramanian (DIN : 00064083), were the directors of "Global Nutrifood Private Limited" which has not filed its financial statements for the last three years as required under the provisions of the Companies Act, 2013 and attracted Sectio n 164. Further, these directors have resigned from the Board of Global Nutrifood Private Limited and the said company has acknowledged their resignations with effect from 30.12.2020. As the required forms were not filed by the said company, the Directors represent that they are taking active steps to file these documents and ensure compliance.- The Company shall ensure to file the same. (iv) Tata Global Beverages Limited (TGBL) has made an application on 25.10.2019 before the Honble NCLT, Kochi for recovery of Rs.5.18 crores along with interest, being advance of Rs 4.25 crores made to the company under the Joint Development Agreement dated 28.06.2013, pursuant to the MOU dated 27.12.2010, Joint Development Agreement dated 09.02.2012 and Guarantee Agreement dated 05.09.2014.The Company filed an application before the Honble NCLT, Kochi. The Honble NCLT, Kochi vide its order dated 10.02.2020 dismissed the application made by the Company. The Company filed an appeal before the Honble NCLAT and the Honble NCLAT vide its order dated 26.05.2020 dismissed the Companys appeal stating that the Honble NCLT, Kochi has not passed any order either admitting or rejecting the application of TGBL. The matter is pending before the Honble NCLT, Kochi. (v) As per proviso to Regulation 17 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 where the regular non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors. The requirement of having half of the board of directors of the listed entity as independent directors was not met during the last quarter from 06.01.2021- The Company is diligently working on the appointment of an Independent Director (vi) As per Regulation 33 (3) (a) and (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall submit quarterly and year-to-date standalone and consolidated financial results to the stock exchange within 45 days of end of each quarter, other than the last quarter. For the third Quarter ended December, 2020 the quarterly results were submitted on 15.02.2021- Considering the prevailing pandemic conditions there was a slight delay (vii) As per Regulation 34 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the listed entity shall submit to the stock exchange and publish on its website a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders; Annual Report was submitted to the Stock Exchange a day later than the day of commencement of dispatch to its shareholders.- Considering the prevailing pandemic conditions there was a slight delay

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

Internal Audit and Internal Financial Controls with reference to the financial statements

The Company appointed Mr. Biju George, Chartered Accountant, as its Internal Auditor. The Companys internal control systems commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

3. Cost Auditors

According to Companies (Cost Records and Audit) Rules,2014, your Company is required to get the cost audit done for the financial year 2020-21. The Company has maintained cost records for the financial year 2020-21.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9)&(10)of the Companies Act,2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded 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 Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place:

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the company.

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

Tata Global Beverages Limited (‘TGBL) had preferred an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 against the company on 25.10.2019 before the Honble NCLT, Kochi making a claim for recovery of Rs. 5.18 crores along with Interest, which is actually a trade advance of Rs.4.25 crores made to the company under the Agreement dated 28.06.2013, pursuant to the MOU dated 27.12.2010 and Joint Development Agreement dated 09.02.2012. The trade advance has been secured by an equitable mortgage vide a tripartite agreement dated 05.09.2014. The Company filed an application before the Honble NCLT, Kochi under Section 8 of the Arbitration and Conciliation Act, 1996 with a view that disputes between the parties under the aforesaid agreements are to be resolved by reference to arbitration. The matter is yet to be admitted and therefore is sub-judice and pending before the Honble NCLT, Kochi. The Company has also disputed the interest claim of Rs.93 lakhs raised by TGBL. On 25.06.2021 the Company filed civil petition before the Honble High Court of Karnataka under section 11(6) of the Arbitration and Conciliation Act, 1996 seeking for appointment of an arbitrator to adjudicate the disputes between the parties.

CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. However, Corporate Social Responsibility provisions of the Companies Act, 2013 are not applicable to the company and the same is being done as a part of the Corporate ethos of the Company.

COVID-19 IMPACT

Particulars Impact
1. Impact of the COVID-19 pandemic on the business and operations The outbreak of COVID-19 pandemic is resulting in an economic slowdown all over the world. The regular business operations have been disrupted severely due to lockdowns, restrictions in transportation, supply chain disruptions, travel bans, social distancing and other emergency measures. The Lockdown started from 22nd March 2020 and we were able to open our outlets in the 1st week of April by taking precautionary measures and by following social distancing norms as prescribed by Government. Partial production started from 18th May onwards and continued to operate with single shift. Our Health Resorts Ayurvedagram and The Health Village are affected severely and occupancy is less than 10%.
2. Measures taken for smooth functioning of operations The Company has put in place strict monitoring process for Covid-19 precautions ensuring the following: -
¦ Restricted the entry of visitors to Factory and collect Self declaration form from the visitors
¦ Persons without wearing mask are not allowed to Factory
¦ Strictly monitored Body temperature of all employees and Visitors during their entry and exit and if the temperature is above 37.5C their entry to the Factory was restricted
¦ Mask, Gloves, head shield and PPE Kit has been given to Security Office.
¦ Strictly followed hand sanitization of all employees and fixed sanitizers at every Department and sanitizer with Pedal at main Gate
¦ Providing two masks to all employees
¦ Face shield given to Drivers and Depot staff
¦ Ensuring social distancing mainly at the time of Punching and at Canteen during Tea / lunch time
¦ Covid Protocol Awareness classes has been given to all employees
¦ Conducted mass Antigen Test Camps at both Factories and Depots
¦ Registration of Vaccination has been done for all employees
¦ 2 dose Vaccination process is undergoing to all employees
¦ Ayush kwath and other Ayurveda medicines given to all employees to improve the immunity of employees.
¦ Timely instructions of Health Department have been strictly followed in the case of employees who were affected Corona
¦ Fumigation has been done every day in all Departments
¦ Self-Quarantine measures have strictly followed to those who were attended Public Functions /Hospitals/ Death/Marriage functions.
3. Future impact of CoVID-19 on operations The Company has resumed its operations with partial lifting of lockdown from May. Considering the current CoVID-19 situation there was re-introduction of lockdown in certain parts of Bangalore and Kerala. However, the utilization capacity reached the normal levels. The sale of ayurvedic medicines is increasing stage but the recession in Health Care services is to be regained to its initial position.
4. Impact details of CoVID-19 ¦ Capital and Financial Resources:
The Company, in the normal course of its business, may raise/obtain financial resources/facilities, from time to time. Income from services to foreigners is unpredictable in the present scenario.
¦ Profitability
Despite of the impact of the pandemic, the Company had to continue to incurring fixed expenses like salaries, rent etc. which affecting overall profitability of the Company and that effect would be impacted for the coming two quarters of the Company. However, employees accepted reduction in salary. Rent at most of the places was discounted by the landlords. Staff Accommodations were closed at various locations due to work from home. Some suppliers were ready to give the raw materials without considering the outstanding.
¦ Liquidity
There is possibility of liquidity tightness as a result of extension in credit period granted to customers, timely payment to service providers and staff.
¦ Assets
As per our internal assessment, the Company does not foresee major risk to recoverability of assets such as inventories, investments, receivables etc. though there has been some delay in collection of receivables.
¦ Internal Financial Reporting and Control
The Company evaluated the internal controls including internal controls with reference to financial statements, which have been found to be operating effectively, given that there have been no dilution of such controls due to factors caused by COVID 19 situation.
¦ Supply Chain
The company had started production at lower capacity but then after increased gradually and is expected to improve logistics and supply chain despite the challenges which still remains such as inter-state restrictions due to partial lockdown conditions in various states.
¦ Demand for Product/Services
The company is engaged in manufacturing of Ayurvedic products. The sales is expected to increase considering the requirement immunity boosters sold by the Company
¦ Debt Servicing and Financing arrangements
The Company has taken debt moratorium benefit offered by the government for its current loans, apart from that company is capable to meet its day to day Financial requirements.
¦ Existing contracts / agreements where non-fulfilment of the obligations by any party will have significant impact on the Companys business:
The Company is confident of fulfilling its obligations under the various existing contracts/ arrangements. The Company does not foresee any major impact on the Companys business due to the non-fulfillment of its contractual obligations by any party on account of COVID 19 pandemic, unless the production process is not interrupted completely or the sales outlets are closed due to complete lockdown

DEPOSITS

In terms of the provisions of Section 73 of the Companies Act, 2013, the company has not accepted any deposits from the public during the financial year under review and there are no outstanding fixed deposits from the pubic as on 31st March 2021.

CORPORATE GOVERNANCE

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

AUDIT COMMITTEE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT9 is provided as Annexure 5 and is uploaded on the website of the 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 of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under that proviso attached as Annexure 6 in Form AOC-2 forms an integral part of this report. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy 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 Section 134(3) (c) of the Companies Act, 2013,in relation to financial statements of the company, the Board of Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards has 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;

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, and

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry in to the complaints made by the victim on the harassments at the work place.

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, foreign exchange earnings and outgoes required under Section134(3)(m) of the Companies Act,2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure7 that forms part of this Report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

RESEARCH AND DEVELOPMENT

The Research and Development (R&D) Center of KAL is engaged in comprehensive research on optimization of the process and new proprietary product development. In 2020-21, KAL developed two new products to enrich our shelf namely - Evakalp tablet for Women health & Thyrokalp tablet (for thyroid related problems). New analytical tool introduced for Stability studies by installing new Thermolab Stability chamber. Our collaborative activities with various institutions resulted in clinical trials for KAL-10 and Glymin atta and based on this new dosage forms like soup powders- Glymin sprinkle, Imugest sprinkle & KAL-10 sprinkle are in pipe line for launching this year.

Benefits derived as a result of R&D:

Products like Cervigest and Lumbagest are getting good market feedback which was launched in 2019. Lot of Covid packages- AYUSH KWATH and Aparajitha choornam (for smoking room) were given to our staff and for sale.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

LISTING WITH STOCK EXCHANGES

The equity shares of the company are listed on Bombay Stock Exchange and the Company confirms that it has paid the Annual Listing Fees for the year 2020-21 to BSE Limited.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. 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 and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.