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Jeevan Scientific Technology

BSE: 538837|ISIN: INE237B01018|SECTOR: Computers - Software
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Directors Report Year End : Mar '16    Mar 15

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 Board’s Report. (i.e. 30-Aug-2016)

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board’s 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 “Report on Corporate Governance” along with the Auditors’ Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

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.

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 Auditor’s 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 Company’s 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 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 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 Company’s 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 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 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 DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

CEO/ CFO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 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 Company’s 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 employee’s 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)

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