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Kerala Ayurveda Ltd.

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Annual Report

For Year :
2018 2016 2015 2013 2012 2011 2010 2009 2008

Director’s Report

DIRECTORS' REPORT

To

The Members

Your Directors have pleasure in presenting the 26th Annual Report on the business and operations of the Company and the

Audited Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

The Company's financial performance during the year2017-18 as compared to the previous year 2016-17 is Summarized below:

Rs in Lakhs

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Product Revenues

3475.10

323 3.00

3692.70

348 3.54

Service Revenues & Other Income

928.12

744.00

2220.88

192 3.14

Gross Income

4403.22

397 7.00

5913.58

540 6.68

Less Indirect Taxes

308.14

351.00

308.14

350.95

Net Income from Sales/Services

4095.07

362 5.00

5605.44

505 5.73

Profit before Interest, Depreciation & Tax (EBITDA)

546.58

486.93

786.65

724.82

Profit Before Tax

340.07

330.24

416.65

424.98

Net Profit/Loss after tax

230.05

227.38

287.95

334.97

Minority interest in Profit

 

-

7.12

21.99

Net Consolidated Profit

230.05

227.38

280.83

312.98

Loss Brought forward from previous year

(469.11)

(696.4 9)

(2571.98)

(2884.96)

Loss Carried to the Balance Sheet

(239.05)

(469.1 1)

(2291.16)

(2571.98)

REVIEW OF OPERATIONS

During the Financial Year under review, the operational results ended with a profit of 340.07 Lakhs as against 330.24 Lakhs during previous year. The Net revenue of the company stands at 4095.07 Lakhs as against 3625.00 Lakhs during previous year showing agro wth of 13 %. The consolidated net revenue including its subsidiaries for current year is 5605.44 Lakhs against 5055.73 Lakhs during previous year resulting in a growth of 11%.

During Financial Year under review, your company was able to improve the market share in Kerala and made a big progress outside Kerala.

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and the date of this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has seven subsidiaries including one step down subsidiary as on 31st March, 2018 and the details are as under:

SL

Name

Location

% of holding

1

Ayurvedagram Heritage Wellness Centre Pvt Ltd.

India

74

2

Ayurvedic Academy Inc .

USA

100

3

Suveda Inc. (formerly known as Nutraveda Inc.)

USA

100

4

AyuNatural Medicine Clinic , P S

USA

100

5

CMS Katra Holdings LLC

USA

81.67

6

CMS Katra Nursing LLC

USA

100*

7

Nutraveda Pte Ltd .

Singapore

100

CMS Katra Holdings LLC holds 100% shareholding in CMS Katra Nursing LLC; hence CMS Katra Nursing LLC is a fully owned step down subsidiary of your company.

PERFORMANCE OF SUBSIDIARIES

Indian Subsidiary

During the year under review,M/s. Ayurvedagram Heritage Wellness Centre Pvt.ltd.has achieved a turnover of .763.94 lakhs  as against 796.44 lakhs in the previous financial year. Accordingly, the EBIT DA of the company is 206.76 lakhs against 241.00 lakhs in the previous year.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was 740 Lakhs as compared to 681.00 Lakhs in the previous year. Kerala Ayurveda Academy (Ayurvedic Academy Inc.) is currently offering certified courses in the state of Washington and California and also offers a distant learning course across USA.

CONSOLIDATED FINANCIAL STATEMENTS

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

COMPANIES WHICH HAVE BECOME OR CEASEDTO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended 31 st March, 2018, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

DIVIDEND

In view of the accumulated losses of the past, your Directors are not in a position to recommend any dividend for the current year.

RESERVES

During the year the total reserves and surplus of the company has improved to 969.49 Lakhs from 739.44Lakhs. During the year  company earned a net surplus of 230.05 Lakhs. The company does not propose to transfer any amount to reserves during the period.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the financial year ended 31 st March, 2018

DIRECTORS& KEY MANAGERIAL PERSONS:

Appointment / Reappointment/Resignation of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Gokul Patnaik (DIN 00027915), Director of the company retires by rotation at ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors appointed Ms.Shailaja Chandra, (DIN: 03320688) as an Additional Independent Director with effect from 11th November, 2017 pursuant to the provisions of Sections 152, 161 and other applicable provisions of the Companies Act, 2013 and the rules made there under read with the Articles of Association of the company to hold the office up to the conclusion of the ensuing Annual General Meeting. Board recommends her appointment as Director for the approval of the shareholders.

Board or Directors in its meeting held on 29th May 2018 approved the reappointments of Dr. K. Anilkumar for a period of 3 years with effect from 28th June 2018. The Board recommends the members approval for the appointment.

None of the directors are disqualified u/s164(2) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings and three Nomination and Remuneration Committee meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. During the financial year 2017-18, the Board of Directors of the Company met on 29 May,2017,11 August,2017, 27 September,2017,11 November,2017and 30January,2018.

Further, separate Meeting of Independent Directors of the Company was held on 30th January, 2018, where at the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 were discussed.

DECLARATION BY INDEPENDENT DIRECTOR(S)

Mr. M C Mohan (DIN: 00633439), Mr. S Krishnamurthy (DIN: 00140414), Mr. Kshiti Ranjan Das (DIN: 07212449) and Ms. Shailaja Chandra, (DIN: 03320688) are Independent Directors on the Board of the company.

All the Independent Directors have furnished declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Rules made there under.

DETAILS PURSUANT TO SECTION 197(12)OF THE COMPANIES ACT. 2013

Details pursuant to section197(12) of the Companies Act,2013 read with the Companies (Appointment And Remuneration of Managerial Personnel) Rules,2014 form part of this Report as Annexure 2.

BOARD EVALUATION

Pursuant to the provisions of The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER

EMPLOYEES

As required under Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3).The broad parameters covered under the Policy are-Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel and Senior Management and the Remuneration of other employees. The Company's Policy furnished as Annexure 3 forms part of this Report.

AUDITORS:

1. Statutory Auditors

The Statutory Auditors BIJU GEORGE & COMPANY, Chartered Accountants, was appointed for five years in the AGM held on 29.09.2014 subject to ratification at every AGM. The requirement of ratification at every AGM has been omitted vide MCA notification dated 07.05.2018. Hence, the auditors would continue forthe remaining term of one Year i.e. up to the conclusion of the AGM to be held for the financial year ended 31.03.2019. Board of Directors seek the authorization from members to fix remuneration of statutory auditor BIJU GEORGE & COMPANY, Chartered Accountants, forthe remaining term of appointment.

Statutory Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments.

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are report able to the Central Government- Nil

2. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s. SVJS & Associates were re-appointed as Secretarial Auditors of the company to carry out the secretarial audit for the year ending 31st March, 2018.

Secretarial Audit Report

A Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure 4.

Regarding the requirement of Peer Review Certificate by Statutory Auditors, we were informed by them that they have taken steps to obtain the same.

Internal Audit & Controls

The Company appointed Mr. Mathew Joseph, Chartered Accountant, as its Internal Auditor During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors' findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in coperations.

3. Cost Auditors

According to Companies(Cost Records and Audit)Rules,2014,you Company is not required to get the cost audit done for financial year 2017-18.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10)of the Companies Act,2013, a Vigil Mechanism / Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at www.keralaayurveda.biz/investor-relationships/ under' Investor Section'.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place:

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

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

CREDIT RATING

Kerala Ayurveda Ltd has been awarded NSIC-CRISIL rating of MSE2 which is valid upto 8thMay, 2019.

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. Company conducted medical camps and free medical checkups at various places. Diabetic Awareness campaigns were held to create awareness. Special Orientation training session was also conducted on Yoga Day to the public. Corporate Social Responsibility provisions of the Companies Act, 2013 are not applicable to the company.

DEPOSITS

In terms of the provisions of Section 73 of the Companies Act, 2013, the company has not accepted any deposits from the public during the financial year under review and there are no outstanding fixed deposits from the pubic as on 31st March, 2018.

UNSECURED LOANS FROM DIRECTOR:

There is no amount received as unsecured loan from directors as per Rule 2(1) (viii) provision of the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

Your company has complied with corporate governance norms as stipulated by SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015. A detailed report on Corporate Governance in line with requirements of the Companies Act, 2013 and SEBI (Listing Obligations sand Disclosure Requirements) Regulations 2015 is attached to this report. A certificate from statutory auditors confirming the compliance of Corporate Governance is also attached to this report.

AUDIT COMMITTEE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT 9 in Annexure 5 forms part of this report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity

Relation

Amtn Rupees Lakhs

Particulars of loans, guarantees and investments

Purpose for which the loan, guarantee and investment are proposed to be utilized

Suveda Inc. USA (formerly known as Nutraveda Inc. USA

100% subsidiary

1,159.80

Working Capital Loan given by KAL to subsidiary

To meet the working capital requirement

Ayurvedic Academy Inc., USA

100% subsidiary

1,162.26

Working Capital Loan given by KAL to subsidiary

To meet the working capital requirement

CM S-Katra Holdings LLC, USA

81.67% subsidiary

828.67

Working Capital Loan given by KAL to subsidiary

To meet the working capital requirement

Nutraveda PTE Ltd, Singapore

100% subsidiary

0.44

Working Capital Loan given by KAL to subsidiary

To meet the working capital requirement

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under that proviso attached as Annexure 6 in Form AOC-2 forms an integral part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section134(3)(c) of the Companies Act, 2013,in relation to financial statements of the company, the Board of Directors state that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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;

3. 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;

4. the directors had prepared the annual accounts on a going concern basis;

5. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoes required under Section134(3) (m)of the Companies Act,2013 read with Rule8(3 )of the Companies (Accounts) Rules,2014 furnished in Annexure7 forms part of this Report

HUMAN RESOURCES

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

RESEARCH AND DEVELOPMENT

The Research and Development (R&D) Center of KAL is well-equipped and is engaged in various Research activities spanning across all areas of Ayurvedic Research. During this year we have received license for Myaxyl Spray, Baby oil and many more Kashayam Tablets.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

LISTING WITH STOCK EXCHANGES:

The equity shares of the company are listed on Bombay Stock Exchange and the Company confirms that it has paid the Annual Listing Fees for the year2018-19 to BSE.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of every employees for their valuable contribution to the Company.

 

By order of the Board of Directors

 

For Kerala Ayurveda Limited

 

Ramesh Vangal

Place: Bengaluru

Chairman

Date: 14th August, 2018

(DIN 00064018)

ANNEXURE 2

The ratio of the remuneration of each directorto the median employee's remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules, 2016.

SI. No

Requirements

Disclosure

1

The ratio of remuneration of each director to the median remuneration of the employees for the financial year

Employee / WTD 1:10.5

2.

The percentage increase in remuneration of each Director, CFO, CS in the Financial Year

ED-0%, CS-0%, CFO-0%

3.

The percentage increase in the median remuneration of employees in the financial year

20%

4.

The number of permanent employees on the rolls of the Company

285

5.

Average percentile increase already made in the salaries of employees other than the managerial personnel

9.4%

6.

Affirmation that the remuneration is as per the remuneration policy

Yes

* No employee was in receipt of remuneration of more than rupees One Crore and Two lakhs for the FY 2017-18 in aggregate

* No employee who was employed for part of the year was in receipt of remuneration of more than Rupees Eight Lakhs and Fifty Thousand Per month for the FY 2017-18 as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

ANNEXURE-3

NOMINATION AND REMUNERATION POLICY OF KERALA AYURVEDA LIMITED PREAMBLE:

Section 178 ofthe Companies Act, 2013 and the provisions of the Chapter IV, Regulation 19 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015, require the Nomination and Remuneration Committee of the Board of Directors of every listed entity, to

A. Devise a policy on Board diversity;

B. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

C. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

D. Formulate the criteria for evaluation of Independent Directors and the Board and carry out evaluation of every director's performance;

E. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Accordingly, in adherence to the above said requirements the Nomination and Remuneration Committee of the Board of Directors of Kerala Ayurveda Limited(KAL) herein below recommends to the Board of Directors for its adoption the Nomination and Remuneration Policy forthe directors, key managerial personnel and other employees of the Company as set out below.

A. POLICY ON BOARD DIVERSITY

A.1. Purpose of this Policy:

This Policy on Board Diversity sets out the Company's approach to ensuring adequate diversity in its Board of Directors (the Board) and is devised in consultation with the Nomination and Remuneration Committee (the Committee) of the Board.

A.2. Scope of Application:

The aforesaid Policy appliesto the Board of Kerala Ayurveda Limited (the Company).

A.3. Policy Statement:

The Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development.

For appointments of persons to office of directors and deciding composition of the Board, the Nomination and Remuneration Committee (NRC Committee) and the Board shall also have due regard to this policy on Board diversity.

All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

The Board of directors of the Company shall have an optimum combination of executive and non-executive directors. At a minimum, the Board of the Company shall consist of at least one woman Director.

Selection of candidates will be based on a range of diversity perspectives, including but not limited to age, educational background, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board, having due regard for the benefits of diversity on the Board. The Board's composition (including gender, age, length of service) will be disclosed in the Corporate Governance Report annually.

B. APPOINTMENT AND REMOVAL OF DIRECTOR. KMP AND SENIOR MANAGEMENT B.1 APPOINTMENT CRITERIA AND QUALIFICATIONS:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director / Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

B. 2 TERM/TENURE:

1. Managing Director/Whole-time Director/Manager (Managerial Person): The Company shall appoint or re-appoint any personal as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re- appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

3. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

4. At the time of appointment of Independent Director it should be ensured that number of Boards on which such

Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

B.3 REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

B.4 RETIREMENT

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

C. REMUNERATION OF THE DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES REMUNERATION POLICY

C.1 GENERAL

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

C.2 REMUNERATION TO MANAGERIAL PERSON. KMP AND SENIOR MANAGEMENT

1. Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to PF, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders or /and Central Government, wherever required.

2. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

3. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Senior Management: senior management shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

C.3 REMUNERATION TO NON-EXECUTIVE/INDEPENDENT DIRECTOR:

1. Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

2. Sitting Fees: The Non- Executive / Independent Director may receive remuneration byway of fees for attending meetings of Board or Committee thereof as decided by the board from time to time. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Further, the Company may pay or reimburse to Non-Executive / Independent Director such fair and reasonable expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for attending Board/Committee meetings.

4. Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

5. Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

C.4 REMUNERATION TO OTHER EMPLOYEES:

Apart from the Directors, KMP's and senior Management, the remuneration for rest of the employee is determined on the basis of the role and position of the individual employee, including professional experience, responsibility, job complexities and local market conditions.

Decisions on Annual Increment shall be made on the basis of the annual appraisal carries out by HODs of various departments.

D. Evaluation of Independent Directors and the Board

1. INDEPENDENT DIRECTORS:

The Independent Directors shall be evaluated on the basis of the following criteria i.e. whetherthey:

a) act objectively and constructively while exercising their duties;

b) objectively evaluate Board's performance, rendering independent, unbiased opinion

c) exercise their responsibilities in a bona fide manner in the interest of the company;

d) strive to Attend and participate in the Meetings.

e) devote sufficient time and attention to their professional obligations for informed and balanced decision making;

f) refrain from any action that would lead to loss of his independence and inform the Board immediately when they lose their independence,

g) assist the company in implementing the best corporate governance practices.

h) moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.

i) abide by Company's Memorandum and Articles of Association, company's policies and procedures including code of conduct, insider trading guidelines etc.

Apart from the above criterion below-mentioned indicative list of factors may be evaluated as a part of this exercise:

j) Participation and contribution,

k) Commitment (including guidance provided to senior management outside of Board/Committee meetings),

I) Effective deployment of knowledge and expertise,

m) Effective management of relationship with stakeholders,

n) Integrity and maintenance of confidentiality,

o) Independence of behavior and judgment, and Impact and influence.

Also, once a year, the Board will conduct a self-evaluation. It is the responsibility of the Chairman of the Board to organise the evaluation process and act on its outcome.

2. NON-INDEPENDENT DIRECTORS/EXECUTIVE DIRECTORS

The Executive Directors and Non- independent directors shall be evaluated on the basis of criteria given to them by the board from time to time and their performance will also be reviewed by Independent directors of the Company in their meeting as per Schedule IV of the Companies Act, 2013.

Annexure 4 Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

KERALA AYURVEDA LIMITED

VII/415,Nedumbaserry,

Athani PO .AIuva,

Ernakulam-683585, Kerala

We, SVJS & Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KERALAAYURVEDA LIMITED [CIN: L24233KL1992PLC006592] (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31.03.2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company forthe financial year ended on 31.03.2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. There is no new Foreign Direct Investment during the period under review. There are no External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

© The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent applicable);

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Drugs and Cosmetics Act, 1940 and The Drugs and Cosmetics Rules, 1945

2. The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 and the Drugs and Magic Remedies (Objectionable Advertisements) Rules, 1955

3. The Medicinal and Toilet Preparations (Excise Duties) Act, 1955

4. Food Safety And Standards Act, 2006

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except to the extent as mentioned below:

7776 limited review and audit reports are given by an auditor who has not subjected himself to the peer review process of Institute of Chartered Accountants of India as per Regulation 33 (1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the board were unanimous and the same was captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instances of:

i. Public/Right/Preferential issue of shares/debentures/sweat equity; ii. Redemption/buy-back of securities; ill. Merger/amalgamation/reconstruction; iv Foreign technical collaborations.

During the aforesaid period, a resolution was passed under Section 180(1)(c)of the Companies Act, 2013, at the Annual General Meeting held on 27.09.2017 increasing the borrowing powers to 100 Crores over and above the paid up capital and free reserves.

This report is to be read with Annexure A of even date and the same forms an integral part of this report.

 

For SVJS & Associates

 

Company Secretaries

 

sd/-

Knrhi

CS Vincent P.O.

 

Senior Partner

14.08.2018 X—N.

CP No.: 7940, PCS: 3067

ANNEXURE A

ANNEXURE TO THE SECRETARIAL AUDIT REPORT OF EVEN DATE To

The Members

KERALA AYURVEDA LIMITED VII/415, Nedumbaserry, AthaniP.O, Aluva, Ernakulam-683585, Kerala

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of the secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and processes as were appropriate, to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. We have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc., wherever required. We relied on managment representation where we were unable to verify the underlying documents.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after 31a March 2018 but before issue of the Report.

7. We have considered actions carried out by the Company based on independent legal/professional opinion as being in compliance with law, wherever there was scope for multiple interpretations.

 

For SVJS & Associates

 

Company Secretaries

 

sd/-

Kochi

CS Vincent P.O. Senior Partner

14.08.2018

CP No.: 7940, PCS: 3067

ANNEXURE-5

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1.

CIN

L24233KL1992PLC006592

2.

Registration Date

6tnJuly 1992

3.

Name of the Company

Kerala Ayurveda Limited

4.

Category / Sub-category of the Company

Drugs and Pharmaceuticals

5.

Address of the Registered office & contact details

VII/415, Nedumbassery Athani P O, Aluva 683585 +91-484-2476301

6.

Whether listed company

Yes

7.

Name, Address & contact details of the Registrar & Transfer Agent, if any.

M/s. Integrated Registry Management Service Pvt Ltd Kences Towers, No.1 Ramakrishna Street T Nagar, Chennai-600 017 Ph:044-28140801-03 Fax:044-28142479 Email: csdstd@integratedindia.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1

Ayurvedic Medicine

21003

81%

2

Health Care Services

86901

19%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SL

Name And Address Of The Company

CIN/GLN

Holding/ Subsidiary /Associate

% of Shares Held

Applicable Section

1

Katra Holdings Ltd, Mauritius

NA

Holding

61.52%

2(46)

2

Ayurvedagram Heritage Wellness Centre Pvt Ltd

U74140KA2003 PTC031511

Subsidiary

74%

2(87)

3

Suveda Inc., USA (Formerly known as Nutraveda Inc)

NA

Subsidiary

100%

2(87)

4

Ayu Natural Medicine Clinic PS, USA

NA

Subsidiary

100%

2(87)

5

Ayurvedic Academy Inc., USA

NA

Subsidiary

100%

2(87)

6

CMS Katra Holdings LLC, USA

NA

Subsidiary

100%

2(87)

7

CMS Katra Nursing LLC, USA

NA

Subsidiary

81.67%

2(87)

8

Nutraveda Pte Ltd, Singapore

NA

Subsidiary

100%

2(87)

I.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

 l) Category-wise Share Holding

Category

No. of shares hed at the beginning of the year

No. of shares held at end of the year

 

Dani.

Physfca1

Total

% of total shares

Demat

Physical

Total

% of total shares

% change during the year

A

SHAREHOLDING OF PROMOTE RAND PROMOTER GROUP

0

 

0

0.000

 

 

 

 

 

(D

Indian

0

 

0

 

 

 

 

 

 

A

Individual/Hindu Undivided Family

0

 

0

 

 

 

 

 

 

B

Central Government

0

 

0

 

 

 

 

 

 

C

State Government

 

 

 

 

 

 

 

 

 

D

Bodies Corporate

0

 

0

 

 

 

 

 

 

E

Financial Institutions/Banks

0

 

0

 

 

 

 

 

 

F

Any other(specify)

0

 

0

 

 

 

 

 

 

 

SUB TOTAL A(1)

0

0

0

0.000

0

0

0

0.00

0.00

(2)

Foreign

0

 

0

 

 

 

 

 

 

A

lndividual(Non resident/foreign)

0

 

0

 

 

 

 

 

 

B

Bodies corporate

6493435

0

6493435

61.52

6493435

0

6493435

61.52

0.00

C

Institutions

0

 

0

 

 

 

 

 

 

D

Qualified Foreign Investor

0

 

0

 

 

 

 

 

 

E

Any other(specify)

0

 

0

 

 

 

 

 

 

 

SUB TOTAL A(2)

6493435

0

6493435

61.52

6493435

0

6493435

61.52

0.00

 

Total Shareholding of promoter and Promoter Group(A)=A(1)+A(2)

6493435

0

6493435

61.52

6493435

0

6493435

61.52

0.00

B

Public Shareholding

0

 

0

 

 

 

 

 

 

(D

Institutions

0

 

0

 

 

 

 

 

 

A

Mutual funds/UTI

0

2976

2976

0.03

0

2976

2976

0.03

0.00

B

Financial Institutions/Banks

0

1709

1709

0.02

1103

1709

2812

0.03

0.01

C

Central Government

0

 

0

 

 

 

 

 

 

D

State Government(s)

 

 

 

 

 

 

 

 

 

E

Venture Capital Funds

0

 

0

 

 

 

 

 

 

F

Insurance Companies

0

 

0

 

 

 

 

 

 

G

Foreign Institutional Investors

0

 

0

 

 

 

 

 

 

H

Foreign Venture Capital Investors

0

 

0

 

 

 

 

 

 

I

Qualified Foreign Investor

0

 

0

 

 

 

 

 

 

J

Any other(specify)

0

 

0

 

 

 

 

 

 

 

SUB TOTAL B(1)

0

4685

4685

0.04

1103

4685

5788

0.05

0.01

(2)

Non-Institutions

0

 

0

 

 

 

 

 

 

A

Bodies Corporate(lndian/foreign/Over seas)

243443

8986

252429

2.39

301358

8986

310344

2.94

0.55

B

lndividuals(Resident/NRI /Foreign National)

0

 

0

 

 

 

 

 

 

(i)

Individual shareholders holding Nominal share Capital upto Rs.1 Lakh

1499732

243919

1743651

16.52

1822499

234384

2056883

19.49

2.97

(ii)

Individual sharehodlers holding Nominal share Capital above Rs.1 Lakh

1326892

656841

1983733

18.79

985844

668421

1654265

15.67

-3.12

 

c

Any other(specify)

77737

0

77737

0.74

34955

0

34955

0.33

-0.41

 

SUB TOTAL B(2)

3147804

909746

4057550

38.44

3144656

911791

4056447

38.43

-0.01

 

Total Public Share Holding (B)=B(1)+B(2)

3147804

914431

4062235

38.48

3145759

916476

4062235

38.48

0.00

 

TOTAL (A)+(B)

0

 

0

 

 

 

 

 

 

c

Shares held by Custodians and against which Depository Receipts have been issued

0

 

0

 

 

 

 

 

 

 

GRAND TOTAL (A)+(B)+(C)

9641239

914431

10555670

61.93

9639194

916476

10555670

87.93

0.00

ii) Shareholding of Promoter-

SN

Shareholder's Name

Shareholdng at the beginning of the year

Sharehddng at t he end of the year

% change in shareh olding during the year

 

 

No. of Shares

%of total Shares of the company

%of Shares Hedged/ encumberedto total shares

No. of Shares

%of total Shares of the company

%of Shares Pledged/ encumber ed to total shares

1

Katra Holdings Ltd., , Mauritius

6493435

61.52

61.93

6493435

61.52

87.93

NIL

iii) Change in Promoters' Shareholding (please specify, if there is no change)

SI No.

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Particulars

No. of shares

% of total shares of the company

5 No. of shares

% of total shares of the company

 

At the beginning of the year

 

 

 

 

 

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.

 

 

No Change

 

At the end of the year

 

 

 

 

iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders GDR's & ADR's)

REM1

OP_BAL

OP_PER

DIFF

DIFF_PER

CL_BAL

CL_PER

Reason for Difference

SI No.1 Name:SHON RANDHAWA

 

 

 

 

 

 

 

PAN :3693

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

497642

4.714

 

 

 

 

 

Closing Balance as on 31/03/2018

 

 

 

 

497642

4.714

NA

SI No.2 Name:KAVITA VIPULBHAGAT

 

 

 

 

 

 

 

PAN :ASRPB4563C

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

103970

0.985

 

 

 

 

 

07/04/2017

 

 

263

0.002

104233

0.987

 

14/04/2017

 

 

-188

-0.002

104045

0.986

 

28/04/2017

 

 

-1600

-0.015

102445

0.971

 

05/05/2017

 

 

-651

-0.006

101794

0.964

 

12/05/2017

 

 

1348

0.013

103142

0.977

 

19/05/2017

 

 

728

0.007

103870

0.984

 

26/05/2017

 

 

-100

-0.001

103770

0.983

 

09/06/2017

 

 

-8608

-0.082

95162

0.902

 

23/06/2017

 

 

-2800

-0.027

92362

0.875

 

07/07/2017

 

 

150

0.001

92512

0.876

 

04/08/2017

 

 

9437

0.089

101949

0.966

 

11/08/2017

 

 

956

0.009

102905

0.975

 

18/08/2017

 

 

850

0.008

103755

0.983

 

25/08/2017

 

 

10

0.000

103765

0.983

 

01/09/2017

 

 

-100

-0.001

103665

0.982

 

15/09/2017

 

 

-647

-0.006

103018

0.976

 

22/09/2017

 

 

594

0.006

103612

0.982

 

30/09/2017

 

 

-499

-0.005

103113

0.977

 

13/10/2017

 

 

199

0.002

103312

0.979

 

20/10/2017

 

 

-13

0.000

103299

0.979

 

31/10/2017

 

 

-40

0.000

103259

0.978

 

10/11/2017

 

 

-242

-0.002

103017

0.976

 

24/11/2017

 

 

157

0.001

103174

0.977

 

01/12/2017

 

 

-1361

-0.013

101813

0.965

 

08/12/2017

 

 

1000

0.009

102813

0.974

 

22/12/2017

 

 

-100

-0.001

102713

0.973

 

05/01/2018

 

 

-270

-0.003

102443

0.971

 

12/01/2018

 

 

-630

-0.006

101813

0.965

 

16/02/2018

 

 

2

0.000

101815

0.965

 

23/02/2018

 

 

139

0.001

101954

0.966

 

02/03/2018

 

 

1

0.000

101955

0.966

 

09/03/2018

 

 

-8221

-0.078

93734

0.888

 

16/03/2018

 

 

-2524

-0.024

91210

0.864

 

23/03/2018

 

 

15913

-0.151

75297

0.713

 

30/03/2018

 

 

-7000

-0.066

68297

0.647

 

Closing Balance as on 31/03/2018

 

 

 

 

68297

0.647

Sale

SI No. 3 Name:K.SWAPNA

 

 

 

 

 

 

 

PAN :AMXPK4845Q

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

102000

0.966

 

 

 

 

 

Closing Balance as on 31/03/2018

 

 

 

 

102000

0.966

NA

SI No. 4 Name:AMIT BHUTRA

 

 

 

 

 

 

 

PAN :ADTPB1150A

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

81766

0.775

 

 

 

 

 

01/12/2017

 

 

18341

-0.174

63425

0.601

 

12/01/2018

 

 

10000

-0.095

53425

0.506

 

Closing Balance as on 31/03/2018

 

 

 

 

53425

0.506

Sale

SI No. 5 Name:KRISHNA KODALI

 

 

 

 

 

 

 

PAN :ADFPK4034L

 

 

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

75000

0.711

 

 

 

 

 

Closing Balance as on 31/03/2018

 

 

 

 

75000

0.711

NA

SI No. 6 Name:B. SASHIKANTH

 

 

 

 

 

 

 

PAN :AADPB5742M

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

67372

0.638

 

 

 

 

 

08/09/2017

 

 

13639

0.129

81011

0.767

 

30/03/2018

 

 

5953

0.056

86964

0.824

 

Closing Balance as on 31/03/2018

 

 

 

 

86964

0.824

Purchase

SI No. 7 Name:RAKESH KUMAR JAIN

 

 

 

 

 

 

 

PAN :AAFPJ6867K

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

61000

0.578

 

 

 

 

 

16/06/2017

 

 

-2000

-0.019

59000

0.559

 

11/08/2017

 

 

-5000

-0.047

54000

0.512

 

15/09/2017

 

 

-2000

-0.019

52000

0.493

 

27/10/2017

 

 

-500

-0.005

51500

0.488

 

29/12/2017

 

 

-1767

-0.017

49733

0.471

 

02/03/2018

 

 

-575

-0.005

49158

0.466

 

30/03/2018

 

 

-3000

-0.028

46158

0.437

 

Closing Balance as on 31/03/2018

 

 

 

 

46158

0.437

Sale

SI No. 8 Name:SAILESH VIKRAMSINH THAKKER

 

 

 

 

 

 

 

PAN :AAAPT3100G

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

53000

0.502

 

 

 

 

 

28/04/2017

 

 

4000

0.038

57000

0.540

 

26/05/2017

 

 

1000

0.009

58000

0.549

 

13/10/2017

 

 

-8000

-0.076

50000

0.474

 

01/12/2017

 

 

-1000

-0.009

49000

0.464

 

08/12/2017

 

 

-1000

-0.009

48000

0.455

 

26/01/2018

 

 

2000

0.019

50000

0.474

 

Closing Balance as on 31/03/2018

 

 

 

 

50000

0.474

Sale

SI No. 9 Name:RAMESHWAR NATH PANDEY

 

 

 

 

 

 

 

PAN :AEKPP5636F

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

51237

0.485

 

 

 

 

 

13/10/2017

 

 

-1550

-0.015

49687

0.471

 

10/11/2017

 

 

17067

-0.162

32620

0.309

 

17/11/2017

 

 

-4729

-0.045

27891

0.264

 

24/11/2017

 

 

-4700

-0.045

23191

0.220

 

01/12/2017

 

 

-2191

-0.021

21000

0.199

 

08/12/2017

 

 

11001

-0.104

9999

0.095

 

15/12/2017

 

 

-9000

-0.085

999

0.009

 

05/01/2018

 

 

-999

-0.009

0

0.000

 

Closing Balance as on 31/03/2018

 

 

 

 

0

0.000

Sale

SI No.10 Name:LEELA ANN LINDNER

 

 

 

 

 

 

 

PAN :NA

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

42995

0.407

 

 

 

 

 

Closing Balance as on 31/03/2018

 

 

 

 

42995

0.407

NA

 

e) Shareholding of Directors and Key Managerial Personnel:

REM1

OP BAL

OP P ER

DIFF

DIFF PER

CL BAL

CL PER

Reason for Difference

SI No.1 Name:ANIL KUMAR K

 

 

 

 

 

 

 

PAN :AGFPK6227J

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

342019

3.240

 

 

 

 

 

15/09/2017

 

 

-4000

-0.038

338019

3.202

 

06/10/2017

 

 

-138000

-1.307

200019

1.895

 

Closing Balance as on 31/03/2018

 

 

 

 

200019

1.895

Sale

SI No. 2 Name:Mr.Gokul Patnaik

 

 

 

 

 

 

 

PAN :AGFPK6227J

 

 

 

 

 

 

 

Opening Balance as on 01/04/2017

65

0

 

 

 

 

 

Closing Balance as on 31/03/2018

 

 

 

 

65

0

NA

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/ accrued but not due for payment.

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial Year

 

 

 

i) Principal Amount

1657.03

3545.82

 

5202.85

ii) Interest due but not paid

 

 

 

 

iii) Interest accrued but not due

 

 

 

 

Total (i+ii+iii)

1657.03

3545.82

 

5202.85

Change in Indebtedness during the financial year

 

 

 

 

* Addition

2067.75

 

 

2067.75

* Reduction

 

-307.40

 

-307.40

Net Change

2067.75

-307.4

 

1760.35

Indebtedness at the end of the financial year

 

 

 

 

i) Principal Amount

3724.78

3238.42

 

6963.20

ii) Interest due but not paid

 

 

 

 

iii) Interest accrued but not due

 

 

 

 

Total (i+ii+iii)

3724.78

3238.42

 

6963.20

V) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Amount in

SN.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

 

 

Dr K Anilkumar, ED

 

1

Gross salary

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

30,00,000/-

30,00,000/-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Nil

Nil

(c) Profits in lieu of salary/section 17(3) Income- tax Act,

Nil

Nil

2

Stock Option / Sweat Equity

Nil

Nil

3

Commission- as % of profit / others,

Nil

Nil

4

Others, please specify

Nil

Nil

 

Total (A)

30,00,000/-

30,00,000/-

 

Ceiling as per the Act

Within Limit*

Within Limit*

* Ceiling as per Schedule V of the companies Act 2013 is up to 42 Lakhs per Annum B. Remuneration to other directors.

SN

Particulars of Remuneration

Name of Directors

 

 

Total Amount

 

 

Mr. S. Krishnamurthy

Mr. Kshiti Ranjan Das

Vlr. M.C.Mohan

Ms. Shailaja Chandra

 

 

Independent Directors

 

 

 

 

 

1

Fee for attending board/ committee meetings

210000

185000

65000

50000

510000

Commission / others

 

 

 

 

 

Total (1)

210000

185000

65000

50000

510000

Other Non-Executive Directors

 

 

 

 

 

2

Fee for board committee meetings

 

 

 

 

 

Commission / Others

 

 

 

 

 

Total (2)

 

 

 

 

 

 

Total (B)=(1+2)

210000

185000

65000

50000

510000

 

Total Managerial Remuneration

210000

185000

65000

50000

510000

 

Overall Ceiling as per the Act

Within Limit

Within Limit

Within Limit

Within Limit

Within Limit

Ceiling is maximum 1,00,000 per meeting which can be paid to independent Directors as sitting fee. C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

SN

Particulars of Remuneration

Key Managerial Personnel

 

 

CS

CFO

Total

1

Gross salary in

K.Raghunadhan

Arvind Agarwal

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

571308

2893584

3464892

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0

0

0

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0

0

0

2

Stock Option / Sweat Equity

0

0

0

3

Commission/- as % of profit

0

0

0

4

Others, please specify

0

0

0

 

Total

571308

2893584

3464892

VII) PENALTIES /PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties/ punishments/ compounding offences under the Companies Act for the year ending 31 st March, 2018 except for late filing fees paid for delayed e-filing of form amounting to 12.000/-

ANNEXURE-6

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)  Amendments Rules, 2016.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arranqements or transactions not at Arm's lenqth basis.

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship

Ayurvedagram Heritage Wellness Centre Pvt Ltd, Subsidiary company

b)

Nature of contracts/arrangements/transaction

Sale of Ayurvedic Medicines

c)

Duration of the contracts/arrangements/transaction

01 .04.201 7 to 31.03.2020

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

15% discount on MRP of Company Products

e)

Justification for entering into such contracts or arrangements or transactions

Being a subsidiary of the company, KAL is offering such discount.

f)

Date of approval by the Board

11th August, 2017

g)

Amount paid as advances, if any

NIL

h)

Date on which the special resolution was passed in General meeting as required under first proviso to Section 188

27th September. 2017

i)

Total Value of Transaction during the year

49.23 lakhs

Details of contracts or arrangements or transactions at Arm's length basis.

SI. No

Name ofthe Related Party/ Nature of contracts/ arrangements/ Transactions

Nature of relationship

Duration of the contracts/ arrangement s / transactions

Salient terms of the contracts/ Arrangements/ Transaction including value for one year

Date of approval by the Board/ Audit committee

Amount paid as advance

1

Durchase of Raw Materials- All Season Herbs Pvt Ltd

Directors' relative

Need Based

25.25

14th Feb, 2017

N II

2

Receiving services oy Ayuvedagram Heritage Wellness Centre P Ltd

Subsidiary

Need Based

9.00

14th Feb, 2017

NIL

3

Rendering Services to Ayurvedagram Heritage Wellness Centre Pvt Ltd

Subsidiary

Need Based

62.50

14th Feb 2017

Nil

4

Advance to Ayuvedagram Heritage Wellness Centre P Ltd

Subsidiary

Need Based

174.90

14th Feb 2017

174. 9C

5

nterest on Advance to Ayurvedagram Heritage Wellness Centre Pvt Ltd

Subsidiary

Need Based

10.18

14th Feb, 2017

9.16

6

Purchase of Raw Material - CARe Keralam Pvt Ltd

Common Director

Need Based

2.59

14thFeb.2017

N IL

7.

Sale of Raw Materials -CARe Keralam Pvt. Ltd.

Common Director

Need Based

1.31

14thFeb.2017

N IL

8.

Rendering of services- Mason & Summ ers Leisure P Ltd

Common Director

Need Based

7.28

14thFeb.2017

5.69

9

Reimbursement of Expenses to / by KAL Subsidiaries

Subsidiary

Need Based

13.75

14thFeb.2017

NIL

10

Reimbursement of Expenses By/to Katra Phytochem India Pvt Ltd

Common Director

Need Based

2.06

14thFeb.2017

NIL

11

Repayment of Loans-to Katra Holding Pvt Ltd

Common Director

Need Based

424.98

14thFeb.2017

NIL

12

Repayment of Loan by Subsidiaries in USA

Subsidiary

Meed Based

300.95

14thFeb.2017

NIL

13

Managerial Remuneration-Dr K Anilkumar, Director

Whole Time Director

3 year from 28.06.2015

30.00

29th May 2015

NIL

 

 

 

By order of the Board of Directors

 

For Kerala Ayurveda Limited

 

Ramesh Vangal

Place: Bengaluru

Chairman

Date: 14th August, 2018

(DIN 00064018)

ANNEXURE 7

Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Amendment Rules, 2016 and forming part of the Board's Report for the year ended 31March, 2018.

A. CONSERVATION OF ENERGY

I. The Steps taken or Impact on conservation of energy - NIL

II. The Steps taken By the Company for utilizing alternate source of energy - NIL

III. The Capital Investment on energy conservation equipments - NIL

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

I. The efforts made towards technology absorption All developments were done indigenously

II. The benefits derived like product improvement, cost reduction, product development or import substitution During the year company added 2 more softgel capsules to the product basket.

III. Details of imported technology

During the year, company has not imported any technology. All developments were done indigenously. IV The expenditure incurred on research and development

a)

Capital

NM

b)

Deferred Rev Exp

59.76 Lacs

c)

Revenue Expenditure

3.27 Lacs

d)

Total

63.19 Lacs

e)

Total R&D expenditure as a % of turnover

1.54%

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo are as under:

Foreign Exchange earnings & outgo Earnings

Current year 57.47 Lacs

Outgo

NIL

 

 

By order of the Board of Directors

 

For Kerala Ayurveda Limited

 

Ramesh Vangal

Place: Bengaluru

Chairman

Date: 14th August, 2018

(DIN 00064018)

 

Director’s Report