Your Directors have pleasure in presenting herewith the 26thAnnual Report of Companytogether with the Audited Accounts for the financial year ended 31st March 2016
1. FINANCIAL SUMMARY:
Your Companys performance during the year ended 31st March 2016 as compared tothe previous financial year is summarized as below:
(Rs in lakhs)
|PARTICULARS ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2016 ||31.03.2015 |
|Revenue from operations ||178.87 ||385.47 |
|Other Income ||11.48 ||9.17 |
|TOTAL Income ||190.35 ||394.63 |
|Expenditure ||173.84 ||339.89 |
|Interest ||0.06 ||0.02 |
|Profit before Depreciation and Tax ||16.51 ||54.74 |
|Depreciation ||5.21 ||5.64 |
|Profit before Tax ||11.30 ||49.10 |
|Tax ||-0.69 ||0.43 |
|Net Profit ||17.20 ||54.31 |
2. TRANSFER TO RESERVES:
The Company did not transfer any amount to the General Reserve for the Financial Yearended March 31 2016.
3. COMPANY PERFORMANCE:
During the financial year under review the overall performance of the company was notso good; the Overall turnover of the Company was Rs 190.35 lakhs as compared to last yearturnover of Rs 394.63 lakhs and the Net profit is Rs 17.19 lakhs for financial year2015-16 when compared to a Net Profit of Rs. 54.30 lakhs during the previous year
4. SHARE CAPITAL
The paid up equity share capital of the Company as on 31st March 2016 isRs.52960000/- During the year under review the Company has not issued shares withdifferential voting rights sweat equity shares or Employee Stock Options.
Your Directors do not recommend any Dividend for the Financial Year 2015-2016 as theprofits are planned to be ploughed back into the business operations.
6. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.
During the year under review four board meetings were held on 28th May 2015 14thAugust 2015 09th November 2015 and 11th February 2016 .The maximum time-gap betweenany two consecutive meetings was within the period prescribed under the Companies Act2013.
8. BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole itscommittees and the directors individually in accordance with the provisions of theCompanies Act 2013 and SEBI(LODR)Regulations2015 in the following manner:
i. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Boards functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittees and each director were circulated to all the members of the Board alongwith the Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.iii. Based on the individual evaluation of the Directors the Board initiated a detaileddiscussion at the concerned meeting on the performance of the Board / Committee/IndividualDirector and formulated a final collective evaluation of the Board. The Board alsoprovided an individual feedback to the concerned director on areas of improvement if any.
A separate meeting of Independent Directors was held on 11th February 2016 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.
9. VIGIL MECHANISM
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and SEBI(LODR) Regulations2015 the Company has a Whistle Blower Policyframed to deal with instance of fraud and mismanagement if any in the Group. The detailsof the Policy are explained in the Corporate Governance Report and also posted on thewebsite of the Company and the web link is http://www. naturite.co.in/
10. REMUNERATION POLICY
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company G Vallabh Reddy (DIN-01006373) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointmentPursuant to the provisions of Section 161(1) of the Companies Act 2013 and the Articlesof Association of the Company Mr. M Revanth reddy who was appointed as IndependentDirector designated as Additional Director w.e.f. 12th August 2016 and he shall holdoffice up to the date of the ensuing Annual General Meeting. The Company has receivedrequisite notice in writing from the members along with requisite fees proposing Mr.MRevanth reddy for appointment as an Independent Director. Mr.T Manohar Reddy who wasappointed as Additional Director of the company w.e.f 12th August 2016 and he shall holdoffice up to the date of the ensuing Annual General Meeting. The Company has receivedrequisite notice in writing from the members along with requisite fees proposing Mr. TManohar Reddy for appointment as an Director Further Board of Directors have recommendedthe said Resolutions for the Approval of the Members in the ensuing Annual General Meeting
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 and onthe basis of secretarial audit received from the practising company secretary and subjectto disclosures in the Annual Accounts as also on the basis of the discussion with theStatutory Auditors of the Company from time to time and to the best of their knowledgeand information furnished the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March 2016; allthe applicable Accounting Standards Prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any.
ii. That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable 15 and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2016.
iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. That the Annual Accounts for the year ended 31st March 2016 has been prepared ona going concern basis.
v. Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively. vi. That systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively
13. RISK MANAGEMENT
Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and asper Regulation 21 SEBI(LODR) Regulations2015 the Risk management is Not applicable to theCompany
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directorsunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6) and in SEBI(LODR)Regulatons2015
15. STATUTORY AUDITORS
The shareholders in their meeting held on Wednesday 30th September 2014 At 11.00 AMapproved the appointment M/s. Ramasamy Koteswara Rao &Co Chartered Accountants(Registration No. 010396S) Hyderabad as the Statutory Auditors of the Company to holdoffice till the conclusion of ratification 28th Annual General Meeting subject to ofshareholders in every Annual General Meeting. Members are requested to ratify the same atthe ensuing Annual General Meeting of the company; in accordance with section 139 of theCompanies Act 2013.
The Audit Report issued by the Statutory Auditors for the financial year ended 31stMarch 2016 form part of this Report. There are no qualifications reservations or adverseremarks made by the Statutory Auditors which requires explanation or comments from theBoard.
16. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee hasreappointed M/s. SVP&CO Chartered Accountants and Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their Reports on quarterlybasis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules2014.
17. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is Not applicable to theCompany.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to Section 186 of the Companies Act 2013. TheCompany has given advance against salary to some employees in terms of the applicablepolicies of the Company.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy: The present operation of the Company does not involveHigh-energy consumption. However steps being taken to minimize energy consumption Whereever possible
B. Research & Development: The Research and Development division of Spices oilsAnd
Oleoresins department continues to focus on introducing of new brands.
C. Technology Absorption - Not Applicable
D. Foreign Exchange Earnings & outgo: (Figures in Rs.)
| ||2015-16 ||2014-15 |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
21. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the provision of Regulation 34(2)(e) of SEBI(LODR)Regulations2015 a reporton Management Discussion & Analysis is set out as an Annexure A.
22. CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than Rs. 10 Crores and the net worthof the Company is less than Rs.25 Crores the provisions of Regulations 17 1819 20 2122 23 24 25 26 27 and clauses
(b) to (i) of sub-regulation 2 of Regulation 46 and para C D & E of Schedule V ofthe Securities Exchange Board of India(Listing Obligations and DisclosureRequirements)Regulations 2015 are not applicable to the Company
23. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. MB Suneel a Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureB" to this report.
24. EXTRACT of ANNUAL RETURN
The details forming part of the extract of the Annual Return in FORM MGT 9 is annexedherewith as "Annexure C" to this report
25. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure-D In terms of Rule 5(2)of the Companies (Appointment . and Remuneration of Managerial Personnel) Rules 2014 theCompany does not have any employee who is employed throughout the financial year and inreceipt of remuneration of 102 Lakhs or more or employees who are employed for part ofthe year and in receipt of 8.5 Lakhs or more per month.
Your Directors place on record their appreciation for the co-operation and supportfrom The Bankers Financial Institutions the stockiest and distributors Supplier andCustomers.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Central and State Government agencies etc for their Supportand co-operation. Your Directors express their heartfelt gratitude to the Employees fortheir exceptional commitment and loyalty to the Company.
| ||By order of the Board |
| ||for NATURITE AGRO PRODUCTS LTD |
| ||Sd/- |
| ||Dr. G.Vallabh Reddy |
| ||Managing Director |
|Place : Hyderabad || |
|Date : 12th August 2016 || |