Mar 31, 2018
To the Members,
The Directors have pleasure in presenting before you the 20th Directorâs Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2018 has been as under:
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
||
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
|
Total Income |
2,016.91 |
1,803.05 |
2,132.04 |
1,878.89 |
Total Expenditure |
1,968.42 |
1,690.22 |
2,095.84 |
1,777.82 |
Profit Before Tax |
48.49 |
112.83 |
36.20 |
101.07 |
Provision for Tax |
23.79 |
9.63 |
25.02 |
10.74 |
Profit before Other Comprehensive Income |
24.70 |
103.20 |
11.18 |
90.33 |
Other Comprehensive Income |
5.84 |
(14.60) |
5.84 |
(14.60) |
Profit after Tax |
30.54 |
88.60 |
17.02 |
75.73 |
REVIEW OF OPERATIONS:
During the year under review, your company recorded a turnover of Rs. 2,016.91 Lakhs as against Rs. 1,803.05 Lakhs in the previous financial year. The turnover includes revenue from the Clinical Research services, Information Technology Services and Data Management Service charges.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of the company between 31st March and the date of Boardâs Report. (i.e. 14.08.2018)
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Boardâs Report there was no change in the nature of Business.
TRANSFER TO RESERVES:
On allotment of 21,80,000 equity pursuant to conversion of 21,80,000 warrants on 06.03.2018, an amount of Rs. 4,41,45,000 was transferred to reserves.
FAMILIARISATION PROGRAMMES:
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companyâs website www.bnrsecurities.com
CORPORATE GOVERNANCE:
A separate section titled âReport on Corporate Governanceâ along with the Auditorsâ Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return is Annexed as Annexure no.II of this Annual Report.
SHARE CAPITAL:
The authorised capital of the company is Rs. 21,00,00,000/- consisting of 2,10,00,000 equity shares of Rs. 10/- each and the paid up share capital of the Company is Rs. 15,30,14,650/consisting of 1,53,01,465 equity shares of Rs. 10/- each.
In the Board Meeting held on 06.03.2018, 21,80,000 warrants were converted into 21,80,000 equity shares of Rs. 10/- each at an issue price of Rs. 30.25 per share.
Further, in the Board Meeting held on 12.06.2018, 38,42,000 warrants were converted into 38,42,000 equity shares of Rs. 10/- each at an issue price of Rs. 30.25 per share.
As a result, the paid up capital of the company increased from Rs. 9,27,94,650/- consisting of 92,79,465 equity shares of Rs. 10/- each to to Rs. 15,30,14,650/- consisting of 1,53,01,465 equity shares of Rs. 10/- each as on the date of Boardâs Report (14.08.2018).
DIVIDEND:
As the profits are inadequate, the Directors do not propose any dividend for the year under review.
BOARD MEETINGS:
The Board of Directors duly met 7 (seven) times on 10-04-2017, 30-05-2017, 14-08-2017, 27-09-2017, 14-12-2017, 12-02-2018 and 06-03-2018 and in respect of which meetings, proper notices are given and the proceedings are properly recorded and signed in the Minutes Book maintained for the purpose.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
The following Directors/ KMPs are appointed or resigned during the year 2017-18 and upto the date of Boardâs Report as on 14.08.2018:
i. Mr. Raghav Beeram resigned as Director of the Company w.e.f 11.10.2017.
ii. Mr. A. Vijay Kumar resigned as Director of the Company w.e.f 01.04.2018.
iii. Mr. K. Krishna Kishore was appointed as Managing Director w.e.f 10.04.2017
iv. Mr. G. Ravi kumar was appointed as CFO of the Company w.e.f 03.05.2018.
v. Mrs. G. Krishna Sowjanya, Company Secretary cum Compliance officer resigned w.e.f 28.04.2018
The Board places its sincere appreciation for the services renedered by Mr. Raghav Beeram and Mr. A. Vijay Kumar and Mrs. G. Krishna Sowjanya during their period of service in the Company.
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors or Key Managerial Personnels who are apppointed during the year and upto the date of Boardâs Report or seeking appointment/re-appointment are given as under:-
DIRECTORâS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received a declarations from Independent directors of the company, Mr. G. Bhanu Prakash, Mr. S.S.R Koteswara, Mr. K. Rama Krishna Prasad and Mr. T. Ravi Babu, to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed to the Annual Report as Annexure -III. 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.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JOINT VENTURES:
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC 1 is as an attachment herewith forming part of the Annual Report. In accordance with third provison to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company at www.jeevanscientific.com. Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.jeevanscientific.com.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
No companies have become or ceased to be the subsidiaries, joint ventures or associate companies of the company.
DETAILS IN 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).
AUDITORS:
STATUTORY AUDITORS:
M/s. Pavuluri & Co, were appointed as Statutory Auditors for a period of 5 years in the previous Annual General Meeting held on 27th September, 2017.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Miunistry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on September 27, 2017.
INTERNAL AUDITORS:
M/s. K P & Associates, Chartered Accountants, Hyderabad are the internal Auditors of the Company for the financial year 2017-18 SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S.S. Reddy & Associates., Practicing Company Secretaries is annexed to this Report as Annexure - IV.
INDIAN ACCOUNTING STANDARDS
The implementation of Indian Accounting Standards (IAS) was a major change process which the company has implemented with effect from 1st April 2017 onwards.
QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditorâs Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and has noted that the same does not have any reservations qualifications, or adverse remarks. The Secretarial Audit Report in Form MR-3 is annexed to the Annual Report as Annexure - IV.
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, 2018 which forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134(3)(m) of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
The Companyâs operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
i. Research and Development (R&D): The company has started a Bioanalytical Lab in the new premises. Bioanalytical research laboratory is designed with state of the art facility equipped with advanced analytical instrumentation having 2 processing labs and 4 LC-MS/MS labs, which can accommodate up to 12 LCMS/ MS. Jeevan Scientific offers a unique combination of highly trained workforce enabled with well-equipped bio analytical research and development (R&D) laboratory.
ii. Technology absorption, adoption and innovation: There was considerable technology absorption, adoption and innovation with the addition of the above equipment in the new facility the results of which can be seen in the years to come.
C. Foreign Exchange Earnings and Out-Go: The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgoduring the year in terms of actual outflow: Please refer to note no.1(xiv) of notes to accounts.
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.
INSURANCE:
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any Loans, Guarantees or Investments during the year under review.
CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from The Karur Vysya Bank Ltd. and Personal Guarantees were given by Mr. K. Krishna Kishore, Vice Chairman & Managing Director, Smt. K. Vanaja, Director & Shri. M. Rajendra Prasad Whole Time Director & CEO without any consideration for obtaining Bank Guarantees.
RISK MANAGEMENT POLICY:
The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since the Company does not have net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profi36t of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on armâs 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 Companyâs website at www.jeevanscientific.com.
The Directors draw attention of the members to Note no.31 in notes to accounts which sets out related party disclosures.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE:
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure A
RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration to Mr. K. Krishna Kishore,Vice-Chairman and Managing Director of the Company is 14:1 and to Mr. Rajendra Prasad, Whole-Time director and CEO of the Company is 12:1.
NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
CEO/ CFO Certification
The Managing Director and CEO/ CFO certification of the financial statements for the year 2017-18 is provided elsewhere in this Annual Report.
BOARD EVALUATION:
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Directorâs performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.
The evaluation procedure followed by the company is as mentioned below:
i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.
ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.
iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarising the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.
iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.
v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
vi) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.
The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvement are put in place.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to Bombay Stock Exchange where the Companyâs Shares are listed.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review as stipulated under Regulation 4(3) read with schedule V , Part B of SEBI(Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is presented in a separate section forming part of the annual report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
SECRETARIAL STANDARDS
The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employeeâs stock option scheme:The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014
4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The company did not buy-back any shares during the period under review.
7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares:
(i) 21,80,000 warrants were converted into 21,80,000 equity shares of Rs. 10/- each at an issue price of Rs. 30.25/- per share on preferential basis on 06.03.2018
(ii) 38,42,000 warrants were converted into 38,42,000 equity shares of Rs. 10/- each at an issue price of Rs. 30.25/- per share on preferential basis on 12.06.2018
The proceeds of the preferential issues was spent/ utilized towards intended objects and as mentioned in the explanatory statement of the notice of the AGM dated 30th Day of August, 2016.
EMPLOYEE RELATIONS:
The Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
- No. of complaints received: Nil
- No. of complaints disposed off: Nil
The directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Work Place. (Prevention, Prohibition and Redressal Act, 2013)
ACKNOWLEDGEMENTS:
The Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.
The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, The Karur Vysya Bank, Oriental Bank of Commerce, Andhra Bank and State Bank of India etc. for their continued support for the growth of the Company.
For and on behalf of the Board
Jeevan Scientific Technology Limited
Sd/- Sd/-
Place : Hyderabad K. Krishna Kishore M. Rajendra Prasad
Date : 14.08.2018 Vice Chairman & Whole-Time Director
Managing Director and CEO
(DIN : 00876539) (DIN : 02376561)
Mar 31, 2016
To the Members,
The Directors have pleasure in presenting before you the 18th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2016 has been as under:
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2015-2016 |
2014-2015 |
2015-16 |
|
Total Income |
1,774.01 |
1,354.32 |
1,778.92 |
Total Expenditure |
1,709.78 |
1,210.70 |
1,757.73 |
Profit Before Tax |
64.23 |
143.62 |
21.62 |
Provision for Tax |
22.29 |
- |
22.29 |
Profit after Tax |
41.94 |
143.62 |
(0.66) |
Transfer to General Reserves |
- |
- |
- |
Balance Carried to Balance Sheet |
41.94 |
143.62 |
(0.66) |
REVIEW OF OPERATIONS:
During the year under review your company recorded a turnover of Rs. 1,774.01 Lakhs as against Rs. 1,354.32 Lakhs for the previous financial year. The turnover includes revenue from the Clinical Research services, Information Technology Services and Data Management Service charges. Multi-fold growth in business is expected in the coming year(s) with the stable business operations
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of the company between 31st March and the date of Boardâs Report. (i.e. 30-Aug-2016)
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Boardâs Report there was no change in the nature of Business.
TRANSFER TO RESERVES:
The company has not transferred any amount to reserves for the year.
CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled âReport on Corporate Governanceâ along with the Auditorsâ 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.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review 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 is given as Annexure II to this Annual Report.
SHARE CAPITAL:
The authorised capital of the company is Rs. 9,99,00,000 consisting of 99,90,000 equity shares of Rs. 10/- each and the paid up share capital of the Company is Rs. 6,04,16,000/consisting of 60,41,600 equity shares of Rs. 10/- each.
DIVIDEND:
As the profits are inadequate, your Directors do not propose any dividend for the year under review.
BOARD MEETINGS:
The Board of Directors duly met 5 (five) times on 07-May-2015, 29-May-2015, 10-Aug-2015, 13-Nov-2015 and 12-Feb-2016 and 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.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year Mr. K. Rama Krishna Prasad was appointed as Additional Director in the capacity of Indpendent Director w.e.f. 12-Feb-2016 to hold office upto the date of ensuing Annual General Meeting and Mr. SSR Koteswara Rao, existing Director of the Company was appointed as Non-executive Chairman of the Company with effect from 13-Nov-2015. Mr. T. Vijay Vardhan resigned as a Director w.e.f. 10-Aug-2015 and Ms. T. Kamala Kumari resigned as a Company Secretary w.e.f. 10-Aug-2015 and Mrs. K. Sowjanya Guntaka was appointed
as a Company Secretary w.e.f. 25-Jan-2016. The Board places its sincere appreciation for the services renedered by Mr. T. Vijay Vardhan during his tenure as director of the Company.
Details of Re-appointments/Appointment of Directors/Chairman:
Name of the Director/Chairman |
Mr. K. Rama Krishna Prasad (Director) |
Ms. K. Vanaja |
Mr. K. Gopi Krishna |
Date of Birth |
30-Jan-1961 |
14-Jun-1967 |
16-May-1975 |
Date of Appointment |
12-Feb-2016 |
30-Aug-2016 |
30-Aug-2016 |
Qualifications |
Bachelors in Engineering |
Graduate Diploma in Pharmacy |
Bachelors in Engineering |
No. of shares held in the company |
â |
3,73,800 |
2,70,000 |
Directorships held in other companies (excluding private limited and foreign companies) |
|||
Positions held in mandatory committees of other companies |
DIRECTORâS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received a declaration from Mr. A. Vijay Kumar, Mr. G. Bhanu Prakash, Mr. SSR Koteswara Rao, Mr. K. Rama Krishna Prasad and Mr. T. Ravi Babu, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed to the Annual Report as Annexure -III.
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.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JOINT VENTURES:
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC1 is as an attachment herewith forming part of the Annual Report. In accordance with third provison to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company at www.jeevanscientific.com Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.jeevanscientific.com.
AUDITORS:
STATUTORY AUDITORS:
M/s. L N P & Co, Chartered Accountants, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their reappointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013. The Board recommends the re-appointment of M/s. L N P & Co, as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.
INTERNAL AUDITORS:
M/s. K P & Associates, Chartered Accountants, Hyderabad are the internal Auditors of the Company.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S.S. Reddy & Associates., Practicing Company Secretaries is annexed to this Report as Annexure - IV
AUDIT REPORTS:
(a) Statutory Auditors Report: r i
The Board has duly reviewed the Statutory Auditorâs Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and has noted that the same does not have any reservations qualifications, or adverse remarks. The Secretarial Audit Report in Form Mr-3 is annexed to the Annual Report as Annexure - IV. However as regards to non- filing of certificate u/r 7 of SEBI (LO&DR) Regulations, 2015 issued by M/s CIL Securities Limited , Registrar and Share Transfer Agent, the Board explained that it is by oversight.
COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
In compliance with SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Companyâs website i.e.www.jeevanscientific.com
i. Board Diversity Policy
ii. Policy on preservation of Documents
iii. Risk Management Policy
iv. Whistle Blower Policy
v. Familiarization programme for Independent Directors
vi. Anti-Sexual Harrassment Policy
vii. Related Party Policy
viii. Code of Conduct
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134(3)(m) of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
Your Companyâs operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
i. Research and Development (R&D): Your company has started a Bioanalytical Lab in the new premises. Bioanalytical research laboratory is designed with state of the art facility equipped with advanced analytical instrumentation having 2 processing labs and 4 LC-MS/MS labs, which can accommodate up to 12 LCMS/
MS. Jeevan Scientific offers a unique combination of highly trained workforce enabled with well-equipped bio analytical research and development (R&D) laboratory.
ii. Technology absorption, adoption and innovation: There was considerable technology absorption, adoption and innovation with the addition of the above equipment in the new facility the results of which can be seen in the years to come.
C. Foreign Exchange Earnings and Out-Go: The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflow: Please refer to note no.1(j) of notes to accounts.
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.
INSURANCE:
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given Guarantees during the year under review. However the company has made an investment of Rs. 50,00,000 in its wholly-owned subsidiary Enhops Solutions Private Limited and Rs. 2,69,000 in another wholly owned subsidiary Enhops, Inc. (U.S.A) which is within the limits of Sec. 186(3) of Companies Act, 2013.
CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from The Karur Vysya Bank Ltd. And Oriental Bank of Commerce and Personal Guarantees was given by Mr. K. Krishna Kishore, Executive Vice Chairman, Smt. K. Vanaja, Director, Shri. Raghav Beeram, Director & Shri. M. Rajendra Prasad (Director) without any consideration for obtaining Bank Guarantees.
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.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on armâs 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 Companyâs website at www.jeevanscientific.com.
Your Directors draw attention of the members to Note 24 in notes to accounts which sets out related party disclosures.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
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, a remuneration of Rs. 12,00,000/is being paid to Mr. K. Gopi Krishna, Managing Director of the Company and a remuneration of Rs. 12,00,000/- is being paid to Mr. K. Krishna Kishore, Executive Vice-Chairman and a remuneration of Rs. 29,41,663/- is being paid to Mr. M. Rajendra Prasad, Whole Time Director of the Company and a remuneration of Rs. 20,16,664/- is being paid to Mr. B. Raghav, Director of the Company.
NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
CEO/ CFO Certification
The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to Bombay Stock Exchange where the Companyâs Shares are listed.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review as stipulated under Regulation 4(3) read with schedule V , Part B of SEBI(Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is presented in a separate section forming part of the annual report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
SECRETARIAL STANDARDS
The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employeeâs stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014
4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The company did not buy-back any shares during the period under review.
7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: The company did not allot any shares on preferential basis during the period under review.
EMPLOYEE RELATIONS:
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 Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
- No. of complaints received: Nil
- No. of complaints disposed off: Nil
Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place. (Prevention, prohibition and Redressal act, 2013)
ACKNOWLEDGEMENTS:
Your 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.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, The Karur Vysya Bank, Oriental Bank of Commerce, Andhra Bank and State Bank of India etc. for their continued support for the growth of the Company.
For and on behalf of the Board
Jeevan Scientific Technology Limited
Sd/- Sd/-
Place: Hyderabad K. Krishna Kishore K. Gopi Krishna
Date: 30-Aug-2016 Vice Chairman & CFO Managing Director
(DIN No. 00876539) (DIN : 02376561)
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting before you the Seventeenth
Annual Report of the Company together with the Audited Statements of
Accounts for the year ended 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
The performance during the period ended 31st March 2015 has been as
under:
(INR In Lakhs)
Particulars FY: 2014-2015 FY: 2013-2014
Total Income 1,354.32 647.09
Total Expenditure 1,210.70 624.35
Profit Before Tax 143.62 22.74
Provision for Tax - -
Profit after Tax 143.62 22.74
Transfer to General Reserves 143.62 22.74
Profit available for appropriation - -
Provision for Proposed Dividend - -
Provision for Corporate Tax - -
Balance Carried to Balance Sheet 143.62 22.74
Review of operations:
During the year under review your company recorded a turnover of Rs.
1,354.32 Lakhs as against Rs. 647.09 Lakhs for the previous financial
year. The turnover includes the Clinical Research services, Education
Services, HR Staffing Services and Data Management Service charges. The
Business plan is to ensure at least two fold growth in business in the
coming year(s) with the stable business.
Share Capital:
The paid up share capital of the Company is Rs.6,04,16,000/- consisting
of 60,41,600 equity shares of Rs. 10/- each.
DIVIDEND:
As the profits are inadequate, your Directors do not propose any
dividend for the year under review.
BOARD MEETINGS:
The Board of Directors duly met 7 (seven) times on 01.04.2014,
29.05.2014, 21.07.2014, 13.08.2014, 24.10.2014, 10.12.2014 and
12.02.2015 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.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year Mr. Raghav Beeram was appointed as Additional Director
& Executive Director w.e.f. 07.05.2015 to hold office upto the date of
ensuing Annual General Meeting and Mr. Sreerama Koteswara Rao
Surapaneni as Additional Director under independent category w.e.f.
10.08.2015 to hold office upto the date of ensuing Annual General
Meeting.
Mr. Vijay Vardhan Tatipaka has resigned as Director w.e.f. 10.08.2015
and Ms. Kamala Kumari Tamada has resigned as Company secretary w.e.f.
01.08.2015 due to their pre-occupations. The Board placed on record
its sincere appreciation for the valuable services rendered by them
during their tenure.
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 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.
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) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.
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.
UN PAID / UN CLAIMED DIVIDEND:
In terms of the provisions of the Companies Act, the Company is obliged
to transfer dividends, which remain unpaid or unclaimed for a period of
seven years from the declaration to the credit of the Investor
education and Protection Fund established by the Central Government.
The Company has not declared any dividend since its inception and hence
the transfer of any unpaid /unclaimed dividend to the credit of the
Investor education and Protection Fund does not arise.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES / JOINT VENTURES:
The company is not having any subsidiaries / associates / joint
ventures.
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 at 31st March 2015 forms
part of this Annual Report as Annexure A.
AUDITORS:
STATUTORY AUDITORS:
M/s. L N P & Co, Chartered Accountants, Statutory Auditors of the
company retires at the ensuing annual general meeting and is eligible
for reappointment. As required under the provisions of Section 139 of
the Companies Act, 2013, the Company has received a written consent
from the auditors to their re-appointment and a certificate to the
effect that their re- appointment, if made, would be in accordance with
the Companies Act, 2013 and the rules framed there under and that they
have satisfied the criteria provided in Section 141 of the Companies
Act, 2013.
The Board recommends the re-appointment of M/s. L N P & Co, as the
statutory auditors of the Company from the conclusion of this Annual
General meeting till the conclusion of the next Annual General Meeting.
INTERNAL AUDITORS:
M/s. K P & Associates, Chartered Accountants, Hyderabad are the
internal Auditors of the Company.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the
Companies Act, 2013, Secretarial audit report as provided by M/s. S.S.
Reddy & Associates., Practicing Company Secretaries is annexed to this
Report as Annexure C.
QUALIFICATIONS IN AUDIT REPORTS:
Nil
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
The required information as per Sec.134(3)(m) of the Companies Act 2013
is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
i. Research and Development (R&D): Your company has started a
Bioanalytical Lab in the new premises. Bioanalytical research
laboratory is designed with state of the art facility equipped with
advanced analytical instrumentation having 2 processing labs and 4
LC-MS/MS labs, which can accommodate up to 12 LC- MS/MS. Jeevan
Scientific offers a unique combination of highly trained workforce
enabled with well-equipped bioanalytical research and development (R&D)
laboratory.
ii. Technology absorption, adoption and innovation: There was
considerable technology absorption,adoption and innovation with the
addition of the above equipment in the new facility the results of
which can be seen in the years to come.
C. Foreign Exchange Earnings and Out Go:
The foreign exchange earned in terms of actual inflows during the year
and the foreign exchange outgo during the year in terms of actual
outflow: Please refer to note no.1 of notes to financial statements.
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning
of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
INSURANCE:
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments
during the year under review.
CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and
when required, for the business of the Company, from The Karur Vysya
Bank Ltd. Personal Guarantees was given by Mr. Krishna Kishore
Kuchipudi, Executive Vice Chairman without any consideration for
obtaining Bank Guarantees.
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.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have net worth of Rs. 500 Crore or more, or
turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or
more during the financial year, section 135 of the Companies Act, 2013
relating to Corporate Social Responsibility is not applicable and hence
the Company need not adopt any Corporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered into by the Company
during the financial year with related parties were in the ordinary
course of business and on arm's 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 Company's website at http:// www.jeevanscientific.com.
Your Directors draw attention of the members to Note 22 to the
financial statement which sets out related party disclosures.
FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act, 2013 read with clause VII (1)
of the schedule IV and rules made thereunder, the independent directors
of the company had a meeting on 10th day of August 2015 without
attendance of non-independent directors and members of management. In
the meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the
Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive
directors;
(c) Assessing the quality, quantity and timeliness of flow of
information between the company management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
The meeting also reviewed and evaluated the performance of
non-independent directors. The company has 5 (Five) non-independent
directors namely: i.) Mr Gopi Krishna Kilaru - Managing Director Cum
CFO, ii.) Mr Krishna Kishore Kuchipudi - Executive Vice Chairman, iii)
Mr. Rajendra Prasad Muppavarapu- Whole time director, iv. Mr Raghav
Beeram- Whole time director and Mrs. Vanaja Kuchipudi - Non Executive
Director The meeting recognized the significant contribution made by
non-independent directors in the shaping up of the company and putting
the company on accelerated growth path. They devoted more time and
attention to bring up the company to the present level.
The meeting also reviewed and evaluated the performance of the Board as
whole in terms of the following aspects:
- Preparedness for Board/Committee meetings
- Attendance at the Board/Committee meetings
- Guidance on corporate strategy, risk policy, corporate performance
and overseeing acquisitions and disinvestments.
- Monitoring the effectiveness of the company's governance practices
- Ensuring a transparent board nomination process with the diversity of
experience, knowledge, perspective in the Board.
- Ensuring the integrity of the company's accounting and financial
reporting systems, including the independent audit, and that
appropriate systems of control are in place, in particular, systems for
financial and operational control and compliance with the law and
relevant standards.
It was noted that the Board Meetings have been conducted with the
issuance of proper notice and circulation of the agenda of the meeting
with the relevant notes thereon.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
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, a
remuneration of Rs. 12,00,000/- is being paid to Mr. Gopi Krishna
Kilaru, Managing Director of the Company and a remuneration of Rs.
12,00,000/- is being paid to Mr. Krishna Kishore Kuchipudi, Whole Time
Director and a remuneration of Rs. 12,00,000/- is being paid to Mr.
Rajendra Prasad Muppavarapu, Whole Time Director of the Company.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to Bombay Stock Exchange where the Company's Shares are
listed.
REPORT ON CORPORATE GOVERNANCE:
A detailed report on corporate governance prepared in substantial
compliance with the provisions of the listing agreement with stock
exchange together with the auditors certificate regarding the
compliance of conditions of corporate governance forms part of the
annual report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review has
stipulated under clause 49 of the listing agreement with the stock
exchange in India is presented in a separate section forming part of
the annual report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING
THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
EMPLOYEE RELATIONS:
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. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013
General: There is no change in the nature of the business of the
company. There are no companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during the year.
There are no significant material orders passed by the
regulators/courts which would impact the going concern status of the
Company and its future operations.
Your directors further state that during the year under review, there
were no cases filed pursuant to the sexual harassment of women at work
place.(Prevention, prohibition and Redressal act, 2013)
ACKNOWLEDGEMENTS:
Your 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.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and
shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, The
Karur Vysya Bank, Oriental Bank of Commerce, Andhra Bank and State Bank
of India etc. for their continued support for the growth of the
Company.
For and on behalf of the Board
Jeevan Scientific Technology Limited
Sd/-
Gopi Krishna Kilaru
Place: Hyderabad Managing Director
Date : 10.08.2015 DIN No. 02376561
Mar 31, 2014
Dear members,
The Directors present herewith the Sixteenth Annual Report and the
audited accounts for the Year ended 31st March 2014 together with the
Auditors'' Report thereon.
1) FINANCIAL RESULTS:
(Rs. In lakhs)
2013-2014 2012-2013
Turnover 647.09 129.28
Profit/ (Loss)
before depreciation and Tax 50.02 (194.84)
Depreciation 27.28 26.63
Profit/ (Loss)
after depreciation and before Tax 22.74 (221.47)
Tax 0 0
Profit/ (Loss)
after Tax 22.74 (221.47)
3) DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Smt. K. Vanaja and Sri. T. Ravi
Babu retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
During the year under review, Sri. D. Seetharamaiah (resigned on
10.06.2013) and Sri. Ch. Udaya Kumar (resigned on 31.03.2014) have
resigned from the Board due to their preoccupations. The Board also
noted that, with the vacation of office of directorship of Sri. Ch.
Udaya Kumar, the alternate director Sri. T. Chalapathi Rao is ceased
to be vacated. The Board expressed their gratitude towards the services
rendered by them during their tenure.
The board appointed Sri. A. Vijay Kumar and Sri. T. Vijay Vardhan as
Additional Directors of the company to hold office till the conclusion
of the next annual general meeting of the company. The Board received
notice from one of the members proposing their candidature to the
office of director along with necessary deposit and the Board recommend
their appointment for the approval of the members.
The Board also appointed Sri. M. Rajendra Prasad as additional director
on 31st march 2014 and appointed him as whole time director in the
Extra Ordinary General meeting held on 19th day of May 2014.
M. Rajendra Prasad- Executive Director:
At Jeevan, has the vision of developing Jeevan as a fully functional
CRO. Prasad is an excellent strategist, and a prudent decision maker
with insightful and articulate vision. Prasad has been an exemplary
leader in establishing and maintaining long-term business
relationships. Before joining with Jeevan, Prasad was associated with
Veeda Clinical Research as Chief Business Officer.
He had been associated with Veeda since its inception in 2004, in
various leadership roles and had contributed immensely in the growth of
Veeda both in "Technical" and "Business" fronts. He has a diversified
experience and knowledge of various functional domains in the CRO
industry including clinical operations, BA/ BE studies, data management
and bioanalytical.
He has lead the team in research and development and has hands on
experience in developing and validating various bioanalytical methods.
Prasad has a rich experience of more than 20 years in pharmaceutical
and CRO industry and has worked in several leading names in the
industry including GVK Bio, Aurobindo Pharma, Cadila Pharma, Lambda
Therapeutics, Sun Pharma and Vimta Labs. He is a well-known "team
builder" in CRO industry. Prasad holds a Master´s Degree in Pharmacy.
4) DIVIDEND:
As there are no profits during this year your directors do not propose
any dividend for the year.
5) AUDITORS:
The Statutory Auditors of M/s. L N P & Co., Chartered Accountants
Hyderabad holds office till the conclusion of the forthcoming Annual
General Meeting. The Company has received a letter from the auditors to
the effect that their appointment as Auditors, if made, would be within
the limits under Section 224 (1-B) of the Companies Act, 1956.
6) REPLIES TO AUDITORS QUALIFICATION:
With regards auditor''s qualification in respect of employee Gratuity
liability- In view of the small in number of Employees, company has not
gone for actuarial valuation as per AS-15 Employee Benefit. However the
company has provided the gratuity liability on estimated basis in
accordance with payment of Gratuity Act.
7) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information U/S 217(i)(e) of the Companies Act, 1956 read within the
report of the Board of Directors Rules 1988 and forming part of
Directors report.
A. Details of Conservation of energy:
Company''s operations require the use of electrical energy for power
supply to Computer systems and lighting and are not energy intensive.
However the Company is taking adequate measures to reduce energy
consumption where ever possible.
B. Technology absorption:
The Company has a high technology oriented center for development of
software, which are comparable to International standards. The company
has upgraded its skills of Microsoft Navision and Axapta to its latest
versions, and also developed inherent skills required to integrate it
to various other platforms. Further the Company has a team of dedicated
and qualified manpower to develop quality software to meet the required
standards.
C. Foreign Exchange Earnings and Outgo: During the year the company
has earned Rs. 65.13 lakhs as income from IT Enabled Services in
Foreign Exchange, and Foreign Exchange Outgo Rs. Nil.
8) LISTING OF SHARES IN STOCK EXCHANGES:
The Shares of the Company are listed at Bangalore Stock Exchange. The
listing fee was paid up to date in the stock exchange.
9) CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, your Company has to
mandatorily comply with the requirements of Corporate Governance. A
separate section on Corporate Governance and a Certificate from the
practicing Company Secretary regarding compliance of conditions on
Corporate Governance, form part of the Annual Report.
10) FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public during
the financial year 2013-14.
11) PERSONNEL:
None of the employees are covered under Sec.217 (2A) of the Companies
Act 1956 read with (Particulars of the Company) Rules 1975 and forming
part of the Directors Report for the Accounting year 2013-14.
12) INSURANCE:
All the properties of the Company including Buildings, Plant and
Machinery and Stocks have been adequately insured.
13) HUMAN RESOURCES:
Human resources of the Company across all sections contributed
significantly towards better performance and look forward for higher
growth.
14) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company is having an Internal Audit System and M/s. K P &
Associates, Chartered Accountants, Hyderabad are the Internal Auditors
of the Company.
15) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:
The Company did not loose any of its key personnel during the year. The
employees'' morale is high and adequate steps are being taken for
continuous training of staff in new technologies to take up challenging
assignments.
16) DIRECTORS RESPONSIBILITY STATEMENT:
The Directors would like to inform the members that the Audited Annual
Accounts for the year ended 31st March 2014 are in full conformity with
the requirements of Companies Act 1956. The Directors further confirm
that:
a) In preparation of the Annual Accounts the applicable Accounting
Standards have been followed with proper explanation wherever required.
b) The Directors have 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 loss of the Company
for that period.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) The directors have prepared the Annual Accounts on a going concern
basis.
17) INDUSTRIAL RELATIONS:
Industrial relations have been cordial and your Directors appreciate
the sincere and efficient services rendered by the employees of the
Company at all levels towards the successful working of the Company.
18) ACKNOWLEDGMENTS:
Your Directors wish to place on record their sincere thanks to all
those who have supported your Company''s all round activities and
contributed towards growth particularly Members, Bankers, Government
Agencies, customers, staff members and all others involved with the
Company.
For and on behalf of Board of Directors
Sd/- Sd/-
Place: Hyderabad K. Krishna Kishore K. Gopi Krishna
Date: 21.07.2014 Executive Vice Chairman Managing Director
Mar 31, 2013
Dear members,
The Directors present herewith the Fifteenth Annual Report and the
audited accounts for the Year ended 31st March 2013 together with the
Auditors'' Report thereon.
1) FINANCIAL RESULTS:
(Rs. In lakhs)
2012-2013 2011-2012
Turnover 129.28 336.31
Profit/(Loss) before
depreciation and Tax (194.84) 25.52
Depreciation 26.63 21.70
Profit/(Loss) after
depreciation and before Tax (221.47) 3.82
Earlier Year Tax- Fringe Benefit Tax 0 0.06
Profit/(Loss)after Tax (221.47) 3.76
3) DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Sri. Ch. Uday Kumar and Sri G.
Bhanu Prakash retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment. During the
year under review, there is no change in the constitution of the Board.
4) DIVIDEND:
As there are no profits during this year your directors do not propose
any dividend for the year.
5) AUDITORS:
The Statutory Auditors of M/s. K.S. Rao & Co., Chartered Accountants
Hyderabad holds office till the conclusion of the forthcoming Annual
General Meeting. The Company has received a letter from the auditors to
the effect that their appointment as Auditors, if made, would be withi
n the limits under Section 224 (1-B) of the Companies Act, 1956.
6) AUDITORS QUALIFICATION:
With regards auditor''s qualification in respect of employee Gratuity
liability- In view of the small in number of Employees, company has not
gone for actuarial valuation as per AS- 15 Employee Benefit. However
the company has provided the gratuity liability on estimated basis in
accordance with payment of Gratuity Act.
The Board is aware that the Company''s Current libilities exceeded its
total assets by Rs.1.26 Crores and that the accumulated losses have
exeeded 50% of the Networth of the Company.
However the above qualification of the auditors should be viewed with
all the positive aspects raised in the director''s report vis-a-vis
various business verticals and the potential for growth.
Keeping the above in view and the positive trends/ work orders in hand
the Board is confident that the Company is a going concern.
Confirmation of balances in respect of Trade Receivables amount to
Rs.3,65,40,840/-. The Board is confident that these outstanding are
good debts and there is no bad debts element and therefore no
adjustment in the Balance sheet and Profit and Loss account is
envisaged.
7) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information U/S 217(i)(e) of the Companies Act, 1956 read within the
report of the Board of Directors Rules 1988 and forming part of
Directors report.
A Details of Conservation of energy: Company''s operations require the
use of electrical energy for power supply to Computer systems and
lighting and are not energy intensive. However the Company is taking
adequate measures to reduce energy consumption where ever possible.
B. Technology absorption:
The Company has a high technology oriented center for development of
software, which are comparable to International standards. The company
has upgraded its skills of Microsoft Navision and Axapta to its latest
versions, and also developed inherent skills required to integrate it
to various other platforms. Further the Company has a team of dedicated
and qualified manpower to develop quality software to meet the required
standards.
C. Foreign Exchange Earnings and Outgo: During the year the company has
earned Rs. 39.19 lakhs as income from IT Enabled Services in Foreign
Exchange, and Foreign Exchange Outgo Rs. 22.31 lakhs.
8) LISTING OF SHARES IN STOCK EXCHANGES:
The Shares of the Company are listed at Bangalore Stock Exchange. The
listing fee was paid up to date in the stock exchange.
9) CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, your Company has to
mandatorily comply with the requirements of Corporate Governance. A
separate section on Corporate Governance and a Certificate from the
practicing Company Secretary regarding compliance of conditions on
Corporate Governance, form part of the Annual Report.
10) FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public during
the financial year 2012-13.
11) PERSONNEL:
None of the employees are covered under Sec.217 (2A) of the Companies
Act 1956 read with (Particulars of the Company) Rules 1975 and forming
part of the Directors Report for the Accounting year 2012-13.
12) INSURANCE:
All the properties of the Company including Buildings, Plant and
Machinery and Stocks have been adequately insured.
13) HUMAN RESOURCES:
Human resources of the Company across all sections contributed
significantly towards better performance and look forward for higher
growth.
14) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company is having an Internal Audit System and M/s. K P &
Associates, Chartered Accountants, Hyderabad are the Internal Auditors
of the Company.
15) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:
The Company did not loose any of its key personnel during the year. The
employees'' morale is high and adequate steps are being taken for
continuous training of staff in new technologies to take up challenging
assignments.
16) DIRECTORS RESPONSIBILITY STATEMENT:
The Directors would like to inform the members that the Audited Annual
Accounts for the year ended 31st March 2013 are in full conformity with
the requirements of Companies Act 1956. The Directors further confirm
that:
a) In preparation of the Annual Accounts the applicable Accounting
Standards have been followed with proper explanation wherever required.
b) The Directors have 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 loss of the Company
for that period.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) The directors have prepared the Annual Accounts on a going concern
basis.
17) INDUSTRIAL RELATIONS:
Industrial relations have been cordial and your Directors appreciate
the sincere and efficient services rendered by the employees of the
Company at all levels towards the successful working of the Company.
18) ACKNOWLEDGMENTS:
Your Directors wish to place on record their sincere thanks to all
those who have supported your Company''s all round activities and
contributed towards growth particularly Members, Bankers, Government
Agencies, customers, staff members and all others involved with the
Company.
For and on behalf of Board of Directors
Sd/- Sd/-
Place: Hyderabad K. Krishna Kishore K. Gopi Krishna
Date: 29.05.2013 Executive Vice Chairman Managing Director
Mar 31, 2012
Dear members,
The Directors present herewith the Fourteenth Annual Report and the
audited accounts for the Year ended 31st March 2012 together with the
Auditors'' Report thereon.
1) FINANCIAL RESULTS:
(Rs. In lakhs)
2011-2012 2010-2011
Turnover 336.31 246.75
Profit before
depreciation and Tax 25.52 23.73
Depreciation 21.70 17.39
Profit after
depreciation and before Tax 3.82 6.34
Earlier Year Tax- Fringe Benefit Tax 0.06 0.02
Profit after Tax 3.76 6.32
2)MANAGEMENT DISCUSSIONS & ANALYSIS:
This report contains financial review, opportunities, challenge,
outlook etc.
i) FINANCIAL REVIEW:
Income earned to the extent of Rs. 336.31 lakhs as against 246.75 lakhs
of previous year.
ii) PERFORMANCE:
During the year under review your company recorded a turnover of Rs.
336.31 Lakhs as against Rs.246.75 Lakhs for the previous financial
year. The turnover includes the ERP modules sales, Medical writing
services, Corporate and Students training programs, and income from
Study centers, Annamalai University multimedia programs, International
Staffing Services and Domestic Staffing Services. The Business plan is
to ensure at least two fold growth of business in the coming year(s)
with the stable revenues.
During the financial year under report, ERP division in a phased manner
sold ERP modules, which have given us high yields to enhance the top
line revenues.
During the Financial Year under report, Education Division created
status for your company as "NATIONAL COORDINATOR" cum "TECHNICAL
COLLABORATOR" for ANNAMALAI UNIVERSITY having created 35 additional
learning centers to promote and conduct PG/UG/Diploma/Certificate
programmes related to Media Management, Fine arts, Media Graphics,
Animation, Film & TV. Annamalai University is one of the leading
Unitary and Residential Universities in India to offer various
disciplined University programmes under distance education across the
country. Annamalai University has attained the status as one of the
leading Universities to have more than 500 programmes offered through
distance educational programmes. Under this new Business arrangement,
Education division have scaled up its Network of Centers presence
across India from existing 25 centers in last financial year to current
FY 2011-12 to 60 Learning centers, so as to generate more admissions
for the above disciplined programs.
During this financial year under review, your company as a SIFY channel
partner have played a significant role and made its mark as one of the
best authorized i-Test Center facility at Hyderabad to conduct all
kinds of online assessment examinations for professional bodies like
Institute of Company Secretaries of India (ICSI), UIDAI Â Government of
India, Aadhar operator''s online examinations along with conduction of
various IIBF & IBPS - JAIIB, CAIIB and Banking personnel inter office
promotion examinations.
Education division: Future focus is to get established as one of the
Leading Service provider for University Education Services and aim to
reach the magical figure of 100 learning centers during the FY 2012-13
for promoting the technically collaborated media and entertainment
industry related programmes of Annamalai University. Education
division of your company has devised strategic plans to have close to
500 students on board for the University of Madras and Annamalai
University Technically Collaborated Programmes under distance education
mode. Education division also have plans to explore new association
possibilities with universities and premier business schools and eyeing
for a tie-up to promote Management & IT programs. Education division is
widening its operations through establishing comprehensive & unique
business models across India to generate assured revenue engines to
boost the top line of your company in the coming years.
During the Financial Year under report Staffing services have added
several new client''s to name few, Beam telecom, Brother International,
System tech, Applied Dev, AGC Networks, HDFC Std Life Insurance,
Lenovo, Karvy Group of Companies, SBI Life Insurance with clear cut
segregation into different verticals like BFSI, I T, ITES, Logistics
companies. Focused approach and efforts by staffing division is now
reaping satisfactory results and revenues.
Future focus is to add more MNCs and Top IT clients & increase
fulfillment capability in permanent staffing services to the clients.
Our Immediate plans are also to commence the Contract staffing services
to boost our Top line sales. Staffing services division has created
innovative business plans to increase the revenues and capture the
market share in providing complete HR solutions. Staffing Services
division is working strong to scale up the business to greater heights.
International Staffing Division has done excellent in the first year of
its operations and is looking at increasing the sales in the next
financial year by achieving more contracts with MNCs.
Further your company has started a new division, Clinical Research
Services to cater the Clinical Medical Writing, Clinical Data
Management & Clinical Bio-statistics to various clients around the
globe. This area has a vast potential and your company is looking to
partner with major pharmaceutical giants in the world. Your company has
made agreements with the following companies in India & abroad:
1. Eli Lily, Taiwan
2. Boerhinger Ingelheim, Germany
3. Medavante, USA
4. Novo Nordisk, India
5. Pfizer, India
A. OPPORTUNITIES:
Your Company could visualize increasing opportunities in exploring new
avenues in Education Sector, Staffing Services both in Domestic and
International and Clinical Research Services. The marketing efforts of
the company received an encouraging response.
B. CHALLENGES:
Your Company faces normal market competition in all its business from
domestic and overseas companies. Our business strategies and global
competitive cost position have enabled us to retain the market position
and maintain operating margin and enhance long term, even under
difficult operating conditions for the I.T industry, Pharmaceutical and
Education Sectors also we intend to diversify and explore other areas
to achieve higher revenues. We endeavor to enhance its competitive
advantage through a process of continuous improvements and by
implementing appropriate business strategies.
C. OUTLOOK:
The outlook for margins in current scenario will depend upon global
demand and supply trends in the pharmaceutical / education industry. We
intend to extend our educational programs and explore the new avenues
and opportunities by entering in to tie-up arrangements with more
national and International Universities. In the Clinical research
services area we plan to extend our services to a variety of
pharmaceutical industries around the world covering all the therapeutic
areas.
D. ADEQUACY OF INTERNAL CONTROL: Your company has internal auditors to
ensure that internal control systems are in place and all assets are
safeguarded and protected against loss. An extensive program of
Internal Audit and reviews supplement the internal control systems by
management & documented policy guidelines and procedures. The internal
control systems are designed to ensure that the financial records are
available for preparing financial statements and other data and
maintaining accountability of assets.
E. QUALITY:
Our Motto is to ensure total Customer Satisfaction. Proactive efforts
are directed towards determining customers'' requirements and achieving
all round customer satisfaction. This is primarily achieved through
automated systems, high attention to complaint resolution online
communication and information exchange, quality circles and adoption of
programs.
F. HUMAN RESOURCES DEVELOPMENT (HRD):
Yours is a young Company, with human resources of an average age of 30
years for its employees as on March 31, 2012. Right from the beginning
the Company got good HRD policies for retaining manpower.
G. LEARNING & TRAINING:
Training Programmes have been devised to develop cross-functional
skills.
3) DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Smt. K. Vanaja and Sri T. Ravi
Babu retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
During the year under review, there is no change in the constitution of
the Board.
4) DIVIDEND:
As there is marginal operational surplus during this year your
directors do not propose any dividend for the year.
5) AUDITORS:
The Statutory Auditors of M/s. K.S. Rao & Co., Chartered Accountants
Hyderabad holds office till the conclusion of the forthcoming Annual
General Meeting. The Company has received a letter from the auditors to
the effect that their appointment as Auditors, if made, would be within
the limits under Section 224 (1-B) of the Companies Act, 1956.
6) AUDITORS QUALIFICATION:
With regards auditor''s qualification in respect of employee Gratuity
liability, in view of the small in number of Employees, company has not
gone for actuarial valuation as per AS-15 Employee Benefit. The
company has provided the gratuity liability on estimated basis in
accordance with payment of Gratuity Act.
Similarly in respect of conformations from Sundry debtors and for Loans
and Advances the directors are of the opinion that they are fully
recoverable during the course of business.
7) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information U/S 217(i)(e) of the Companies Act, 1956 read within the
report of the Board of Directors Rules 1988 and forming part of
Directors report.
A. Details of Conservation of energy: Company''s operations require the
use of electrical energy for power supply to Computer systems and
lighting and are not energy intensive. However the Company is taking
adequate measures to reduce energy consumption where ever possible.
B. Technology absorption:
The Company has a high technology oriented center for development of
software, which are comparable to International standards. The company
has upgraded its skills of Microsoft Navision and Axapta to its latest
versions, and also developed inherent skills required to integrate it
to various other platforms. Further the Company has a team of dedicated
and qualified manpower to develop quality software to meet the required
standards.
C. Foreign Exchange Earnings and Outgo: During the year the company
has earned Rs. 216.36 lakhs /- as income from IT Enabled Services in
Foreign Exchange, and Foreign Exchange Outgo Nil.
8) LISTING OF SHARES IN STOCK EXCHANGES:
The Shares of the Company are listed at Bangalore Stock Exchange. The
listing fee was paid up to date in the stock exchange.
9) CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, your Company has to
mandatorily comply with the requirements of Corporate Governance. A
separate section on Corporate Governance and a Certificate from the
practicing Company Secretary regarding compliance of conditions on
Corporate Governance, form part of the Annual Report.
10) FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public during
the financial year 2011-12.
11) PERSONNEL:
None of the employees are covered under Sec.217 (2A) of the Companies
Act 1956 read with (Particulars of the Company) Rules 1975 and forming
part of the Directors Report for the Accounting year 2011-12.
12) INSURANCE:
All the properties of the Company including Buildings, Plant and
Machinery and Stocks have been adequately insured.
13) HUMAN RESOURCES:
Human resources of the Company across all sections contributed
significantly towards better performance and look forward for higher
growth.
14) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company is having an Internal Audit System and M/s. K P &
Associates, Chartered Accountants, Hyderabad are the Internal Auditors
of the Company.
15) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS: The
Company did not lose any of its key personnel during the year. The
employees'' morale is high and adequate steps are being taken for
continuous training of staff in new technologies to take up challenging
assignments.
16) DIRECTORS RESPONSIBILITY STATEMENT:
The Directors would like to inform the members that the Audited Annual
Accounts for the year ended 31st March 2012 are in full conformity with
the requirements of Companies Act 1956. The Directors further confirm
that:
a) In preparation of the Annual Accounts the applicable Accounting
Standards have been followed with proper explanation wherever required.
b) The Directors have 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 Profit of the
Company for that period.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) The directors have prepared the Annual Accounts on a going concern
basis.
17) INDUSTRIAL RELATIONS:
Industrial relations have been cordial and your Directors appreciate
the sincere and efficient services rendered by the employees of the
Company at all levels towards the successful working of the Company.
18) ACKNOWLEDGMENTS:
Your Directors wish to place on record their sincere thanks to all
those who have supported your Company''s all round activities and
contributed towards growth particularly Members, Bankers, Government
Agencies, customers, staff members and all others involved with the
Company.
For and on behalf of Board of Directors
Place: Hyderabad Sd/- Sd/-
Date: 13.08.2012 K. Krishna Kishore K. Gopi Krishna
Executive Vice Chairman Managing Director