To the Members,
Jeevan ScientificTechnology Limited Hyderabad, Telangana, India
The Directors have pleasure in presenting the 26th Directors'
Report of the Company together with the Audited Statements of Accounts (Standalone and
Consolidated) for the year ended 31 st March, 2024.
1. FINANCIAL SUMMARY/HIGH LIGHTS:
The performance of the Company for the period ended 31st March, 2024 is
as under:
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operations |
3850.17 |
3617.80 |
3965.04 |
3617.80 |
Other Income |
69.00 |
106.19 |
67.46 |
107.41 |
Profit/Loss before depreciation, finance costs, |
505.04 |
238.45 |
529.34 |
239.45 |
exceptional items and Tax expense |
|
|
|
|
Less: Depreciation/Amortisation |
554.68 |
502.36 |
592.93 |
507.32 |
Profit/Loss before finance costs, exceptional |
(49.65) |
(263.91) |
(63.59) |
(267.87) |
items and Tax expense |
|
|
|
|
Less: Finance Costs |
73.28 |
97.76 |
96.80 |
100.41 |
Profit/Loss before Exceptional Items and Finance Costs |
(122.93) |
(361.86) |
(160.39) |
(368.27) |
Add/(Less): Exceptional Items |
|
|
|
|
Profit/Loss before Tax expense |
(122.93) |
(361.86) |
(160.39) |
(368.27) |
(Less): Tax Expense (current & deferred) |
17.96 |
61.56 |
27.67 |
61.79 |
Profit/(Loss) for the year (1) |
(104.97) |
(300.30) |
(132.72) |
(306.48) |
Total Comprehensive lncome/(Loss) (2) |
2.09 |
(8.60) |
2.09 |
(8.60) |
Total (1+2) |
(102.87) |
(308.90) |
(130.62) |
(315.08) |
Earnings per share |
(0.68) |
(1.96) |
(0.86) |
(2.00) |
Balance of profit /loss for earlier years |
3283.58 |
3528.16 |
3270.94 |
3528.16 |
Less: Transfer to Debenture Redemption Reserve |
-- |
- |
-- |
- |
Less: Transfer to Reserves |
48.55 |
60.96 |
23.88 |
73.60 |
Less: Dividend paid on Equity Shares |
-- |
183.62 |
-- |
183.62 |
Less: Dividend Distribution Tax |
|
- |
|
- |
Balance carried forward |
3332.13 |
3283.58 |
3294.82 |
3270.94 |
2. OVERVIEWS. 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. 3919.17 Lakhs and incurred a loss of Rs. 102.87 Lakhs as against
the income of Rs. 3723.99 Lakhs and Loss of Rs. 308.90 Lakhs respectively in the previous
financial year ending 31.03.2023.
Revenues - Consolidated
During the year under review, the Company on a consolidated basis has
recorded an income of Rs. 4032.51 Lakhs and incurred a loss of Rs. 132.72 Lakhs as against
the income of Rs. 3725.20 Lakhs and Loss of Rs. 306.48 Lakhs respectively in the previous
financial year ending 31.03.2023.
3. DIVIDEND:
No dividend is proposed for the year 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 the year 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 of the financial statements for the year under
review.
8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company has not undergone any change in the nature of business
during the F Y 2023-24.
9. DEPOSITS FROM PUBLIC:
The Company has not accepted any public deposits during the Financial
Year ended March 31,2024 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 I
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 of the financial 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 of your Company, containing therein its audited standalone and the
consolidated financial statements has been placed on the website of the Company
atwww.jeevanscientific.com.
11. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES:
During the financial year, no company have become or ceased to be
subsidiary of the company.
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 2023-24 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 2024. 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 for the performance evaluation of the
Board, Committees and Individual Directors is enumerated in the Corporate Governance
Report.
14. MEETINGSOFTHE BOARD
The Board of Directors duly met 4 (Four) times on 27.05.2023,
14.08.2023, 13.11.2023 and 14.02.2024 in respect of which meetings, proper notices were
given and the proceedings were property recorded and signed in the Minutes Book maintained
for the purpose.
15. COMMITTEESOFTHE 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 Reportforming part of this Annual Report.
16. AUDIT COMMITTEE RECOMMENDATIONS:
During the year, all recommendations of Audit Committee were approved
by the Board of Directors.
17. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL
As on date of this report, the Company has ten Directors, out of which
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. Rama Krishna Prasad Kakaralaas Director of
the Company with effect from 12th August, 2023.
Appointment of Mr. Divakar Atluri as Non-Executive Director of
the Company with effect from 14th August, 2023.
Retirement of Mr. S. S. R. Koteswara Rao as an Independent
Director of the Company with effect from 29th September, 2023.
Resignation of Mrs. Mrs. Sharvari Swapnil Shinde as Company
Secretary of the Company with effect from 31st March, 2024.
Appointment of Mr. Krishna Sainadh Kodati as Company Secretary
of the Company with effect from 30th May, 2024
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year2023-24
Mr. Kuchipudi Krishna Kishore, Vice Chairmen and Managing
Director of the company.
Mr. Jeevan Krishna Kuchipudi, Executive Director and CFO of the
company.
Mrs. Snigdha Mothukuri, Executive Directorand CEO of the
company.
Mr. NageswarRao Yarllagadda, Executive Director of the company.
Mr. Krishna Sainadh Kodati as Company Secretary and Compliance
Officer of the company.
c) Information u/r 36(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
Annexure Ato the notice of the AGM forming part of this Annual Report.
18. STATUTORYAUDIT ANDAUDITORS REPORT:
The members of the Company in accordance with Section 139 of the
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 fora period of 5 years in the AGM held on 29.09.2022 to hold office up to the
conclusion of 29th Annual General Meeting of the Company to be held for the financial
year2026-2027.
The notes of the 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, 2024 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) of the Companies
(Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal
Audit of the functions and activities of the Company was undertaken by M/s. KP&
Associates the Internal Auditor of the 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 of the 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. K P & Associates, Chartered
Accountants, Hyderabad, as Internal Auditors for the Financial Year2024-25.
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 Mrs.
Aakanksha Sachin Dubey, Practicing Company Secretary (CP No. 20064) as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for financial year ended
March 31,2024.
The Secretarial Audit was carried out by Mrs. Aakanksha Sachin Dubey,
Company Secretary for the financial year ended March 31, 2024. 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
oradverse remark.
The Board has also appointed Mrs. Aakanksha Sachin Dubey, Practicing
Company Secretary as Secretarial Auditor to conduct Secretarial Audit of the Company for
the financial year 2024-25.
21. ANN UAL 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 24, 2024, was given by Mrs. Aakanksha Sachin Dubey, Practicing
Company Secretary which was submitted to BSE Limited.
22. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148( 1) of the Act, are not applicable for the business
activities carried out by the Company.
23. NO FRAUDS REPORTED BY STATUTORY AUDITORS:
During the Financial Year 2023-24, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
24. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has, inter alia, received the following declarations from
all the Independent Directors as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16( 1 )(b) read with Regulation 25 of the SEBI
(LODR), Regulations, 2015 confirming that:
a. they meet the criteria of independence as prescribed under the
provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the circumstances affecting theirstatus as
Independent Directors of the Company;
b. they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and
c. they have registered themselves with the Independent Director's
Database maintained by the Indian Institute of Corporate Affairs and have qualified the
online proficiency self-assessment test or are exempted from passing the test as required
in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.
d. theyhad 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).
The Board of Directors of the Company has taken on record the
declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same.
25. 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 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:
Research and Development (R&D): JSTL s 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, currently accommodating 10
LCMS/MS instruments and one ELISA. JSTL offers a unique combination of highly trained
workforce enabled with well-equipped bio analytical Research and Development (R&D)
laboratory. There was considerable adoption of new and challenging techniques by our
expert scientists to utilize our instruments to the best possible extent in development of
methods used for assessment of some critical and complex molecules.
The Company promotes innovation and ambitious work culture across all
levels; we strive to adopt and upgrade to new technology as well as new
techniques/processes wherever applicable and feasible to improve and optimize our systems
resulting in high Quality deliverables to our customers. We are continuously driving
towards automation/digitization, resulting in more paperless procedures, accurate database
management, easy workflow management, reduced turnaround times and considerable cost
reduction with strict adherence to regulatory compliance.
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
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 under the 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-I I.
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-I 11 to this report.
28. RISKMANAGEMENT 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 CAPITALOF 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.
The paid-up Share capital of the Company stands at Rs.15,48,02,150/-
divided into 1,54,80,215 equity sharesof Rs.10/-each.
31. DECLARATION FROM DIRECTORS
None of the Directors of the Company are disqualified from being
appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with
Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014
(including any statutory modification(s) and/or re-enactment(s) thereof for the time being
in force) or are debarred or disqualified by the Securities and Exchange Board of India
("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such
statutory authority.
All members of the Board and Senior Management have affirmed compliance
with the Code of Conduct for Board and Senior Management for the financial year 2023-24.
The Company had sought the following certificates from independent and reputed Practicing
Company Secretaries confirming that:
a. none of the Director on the Board of the Company has been debarred
or disqualified from being appointed and/or continuing as Directors by the SEBI/MCAorany
othersuch statutory authority.
b. independence of the Directors of the Company in terms of the
provisions of the Act, read with Schedule IV and Rules issued thereunderand the Listing
Regulations.
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 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 yearand 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.
33. VIGILMECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated a Vigil Mechanism / 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 of the 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 of the Company
at www.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 of the E SOPs as on date of Directors Report:
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 of Shareholders 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 or Pricing 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: |
|
aa. |
Number of options outstanding at the beginning of the period |
14,24,000 |
bb. |
Adjustment on account of bonus issue (if any) |
NA |
cc. |
No. of options granted during the year |
0 |
dd |
No. of options forfeited/lapsed during the year added back to
the pool |
2,47,000 |
ee. |
No. of options vested during the year |
2,04,000 |
ff. |
No. of options exercised during the year |
0 |
gg |
No. of shares arising as a result of exercise of options |
0 |
hh |
Money realized by exercise of options (INR), if scheme is
implemented directly by the company |
0 |
ii. |
Loan repaid by the trust during the year from exercise price
received |
NA |
jj |
No. of option outstanding at the end of the year (including
the lapsed options being added back to pool account) |
16,71,000 |
kk. |
No. of options exercisable at the end of the year |
NA |
4. |
Weighted average exercise prices and weighted average fair
values 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 Mrs. Aakanksha Sachin Dubey, 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-I V.
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 as Annexure V.
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 2023-2024, your Company
has spent Rs. 14,34,408/- while the total obligation is Rs. 14,34,408/- (representing 2 %
of the average net profit for the past the three financial years, being FY 20-21, FY 21-22
and FY 2022-23). Areas of CSR Activities undertaken by the Company are Rural Development
Projects, developmentof tribal and deprived Communities.
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. PARTICULARSOF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees or investments provided under
Section 186 of the Companies Act, 2013 are as mentioned below:
SI. No. |
Name of the Company |
Particulars |
Amount (Rs.) |
1. |
Nayas Laboratories Private Limited (Nayas) |
Loan and/ or Corporate Guarantee |
During the FY 2023-24 the Company has approved Loan and/ or
Corporate Guarantee Up to Rs. 15,00,00,000. |
|
|
|
Nayas has received sanction for a Loan of Rs. 6,90,00,000
from Karur Vysya Bank for which company has provided guarantee. |
|
|
|
As on 31.03.2024, Company has given a loan of Rs. 1.34 Crores
to Nayas. |
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 order to 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 PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial yearwereon 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. POLICY ON DIRECTOR'SAPPOINTMENTAND REMUNERATION:
I n 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:
Pursuant to the provisions of Section 124 of the Companies Act 2013,
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("I EPF 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 ("IEPF"), constituted by the Central Government
During the Year, no amount of dividend was unpaid or unclaimed for a
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) of theAct.
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 Mr. Krishna Sainadh Kodati as a Nodal
Officerforthe purpose of I EPF.
45. DETAILSOF 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 of
Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 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 (Appointmentand
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 inAnnexure- 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 (Non- Executive Director)
who is holding 3,93,200 Equity Shares.
49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:
The Company is not a NBFC, Flousing Companies etc., and hence Industry
based disclosures is not required.
50. FAILURE TO IMPLEMENT CORPORATE 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 one time settlement of
loans taken from banks and financial institutions.
53. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed companies. All the
policies are posted on our website www.jeevanscientific.com.
54. STATUTORY COMPLIANCE:
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 InsiderTrading)
Regulations, 2015 as amended from time to time, the Company has formulated a Code of
Conduct for Prevention of InsiderTrading ("InsiderTrading 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 UPS I is
posted on the website of the Company at https:// www.jeevanscientific.com.
56. CEO/CFO CERTIFICATION:
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 HARASSMENT AT WORKPLACE:
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 31,2024. no complaints pertaining
to sexual harassment have been received.
58. EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
a. Issue of sweat equity share: N A
b. Disclosure on purchase by Company or giving of loans by it for
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 place 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 in the years to come.
Your directors also wish 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. for their
continued support for the growth of the Company.
|
For and on behalf of the Board of Jeevan
Scientific Technology Limited |
|
Place: Hyderabad Date: 30.05.2024 |
Sd /-
Snigdha Mothukuri Executive Director and CEO (DIN:08934860) |
Sd/-
K. Krishna Kishore
Vice Chairman and Managing Director (DIN: 00876539) |