Your Directors have pleasure in presenting Twenty-sixth Report on the Operationsof the Company together with the Audited Statement of Accounts for the financial yearended 31 March 2016.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Summary
Financial summary and performance highlights of your Company for the financial yearended 31 March 2016 are as follows:
THE YEAR AT A GLANCE
| || ||Amount in Rs. Lakhs |
|Particulars || |
For the year ended 31 March 2016
For the year ended 31 March 2015
| || |
|Revenue from operations (Net of Excise Duty) ||7759.11 ||6504.31 |
|Other Income ||30.81 ||20.33 |
|Less: Expenses ||6545.05 ||6184.50 |
|Profit before Finance Cost Depreciation and amortization expenses Exceptional items Extra-ordinary items and Tax expenses ||1244.87 ||340.14 |
|Less: Finance Cost ||485.65 ||451.56 |
|Less: Depreciation and Amortization Expenses ||171.63 ||140.03 |
|Add: Exceptional Items ||118.75 ||- |
|Less: Extra-ordinary Items ||1.96 ||313.90 |
|Profit before Tax ||704.38 ||(565.35) |
|Less: Tax Expenses ||(88.93) ||159.30 |
|Profit after Tax ||793.31 ||(406.05) |
|Add: Profit brought forward from previous year ||911.40 ||1317.45 |
|Profit available for Appropriation ||1704.71 ||911.40 |
|Less: Proposed Dividend ||66.68 ||- |
|Less: Dividend Distribution Tax ||13.57 ||- |
|Less: Transfer to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||1624.46 ||911.40 |
The Company's performance during FY2015-16 was in sync with the revival of the Indianeconomy. The plant that gutted in fire in August 2014 was made operational during thefinancial year.
The Company's revenue grew to Rs. 77.59 crores in FY2015-16 from Rs. 65.04 croresposted in the same period last year. Also the Company swung to profit of Rs. 7.93 croresfrom loss of Rs. 4.06 crores posted in FY2014-15.
Your Directors recommend a maiden dividend of Rs. 0.50 per equity share (@ 5%) havingface value of Rs. 10/- each for the year ended 31 March 2016. The said dividend willabsorb an amount of Rs. 80.25 lakhs including dividend distribution tax thereon.
d. CHANGE IN THE AUTHORISED SHARE CAPITAL:
The Authorized Share Capital of the Company is increased from Rs. 200000000/-(Rupees Twenty Crores only) divided into 20000000 (Two Crores) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs. 300000000/- (Rupees Thirty Crores only) divided into30000000 (Three Crores) Equity Shares of Rs. 10/- each with effect from 30 September2015.
f. FIXED DEPOSITS:
The Company did not invite or accept deposits covered under Section 73 of the CompaniesAct 2013 and there are no deposits pending with the Company.
g. ALLOTMENT OF CONVERTIBLE WARRANTS AND EQUITY SHARES:
During the period under report the Company made a conversion of 1155000 OptionallyConvertible Warrants into equivalent number of Equity Shares of Rs. 10/- each to Promoters& 352600 Equity Shares of Rs. 10 each on preferential basis to Non- Promoters.
The Issued Subscribed and Paid up Capital of the Company increased from Rs.111633480 to Rs.126709480 as at the end of financial year.
h. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement and corresponding Listing Regulations2015 the Management Discussion and Analysis is attached hereto and forms part of thisReport
The Board of Directors has considered and approved scheme of amalgamation of VetpharmaLimited with the Company under the provisions of Section 391 to 394 of the Companies Act1956 in their meeting held on 27 January 2016. The appointed date of amalgamation is 1April 2015. The Amalgamation is under process and is subject to approval / sanction fromHon'ble High Court of Bombay and other regulatory authorities.
Pending the approval of Hon'ble High Court no effect of the above proposedamalgamations have been recognized in the financial statements for the year ended 31March 2016.
j. SUBSIDIARY COMPANIES:
During the year M/s. Nutraplus Generic Medicines & Healthcare Products Limitedceased to be a subsidiary of the Company by virtue of disinvestment.
The Company incorporated a wholly owned subsidiary i.e. Purecare Pharma Limited. Thesaid Company will operate in the segments - Anti - Biotic Anti - Bacterial andCephalosporin.
k. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
All related party transactions that were entered during the financial year were in theordinary course of business and were on arm's length basis. There were no material relatedparty transactions entered by the Company with Directors KMPs or other persons which mayhave a potential conflict with the interest of the Company.
All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company i.e. www.nutraplusindia.com.
In compliance with Section 134(3) of the Companies Act 2013 particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 are enclosed in the Form AOC-2 as a part of this report (Annexure -I)
l. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
The details of Loans Guarantees Securities and Investments made during the financialyear ended 31 March 2016 are given in Annexure - II in compliance with the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meetings of Board and itsPowers) Rules 2014.
2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. UdayM. Desai retires by rotation and being eligible offers himself for re-appointment.
Ms. Nidhi M. Naik was appointed as an Additional Director (Non- Executive) on 26 March2015 and was reappointed at the Annual General Meeting held on 30 September 2015.
Mr. Narayan R. Pasari was appointed as an Additional Director (Non- ExecutiveIndependent) on 29 May 2016 and was re-appointed at the Annual General Meeting held on 30September 2015 to hold office upto 28 May 2020.
Mr. B. G. Daga Independent Director resigned from the Board w.e.f. 15 January 2016.The Board places on record its appreciation for the guidance and support provided by Mr.B. G. Daga during his tenure as Director of the Company.
Mr. Swapnil T. Dafle has been appointed as the Company Secretary and Compliance Officerof the Company w.e.f. 13 February 2016.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and ListingRegulations.
i. Familiarization Programme for the Independent Director
In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of thefamiliarization programme are explained in Corporate Governance Report.
The same is also available on the website of the Company i.e. www.nutraplusindia.com.
ii. Board Evaluation
Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
During the year ten meetings of the Board were held the details of which are given inthe report on Corporate Governance.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 March 2016 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 March 2016 and Profitof the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
c. NOMINATION AND REMUNERATION COMMITTEE:
The details pertaining to the composition of the Nomination and Remuneration Committeeare included in the Report on Corporate Governance which forms part of this Report.
The Company has adopted the Nomination and Remuneration Policy and the same has beenuploaded on the Company's website.
d. AUDIT COMMITTEE:
The details pertaining to the composition of the Audit Committee are included in theReport on Corporate Governance which forms part of this Report.
During the year under review there was no instance wherein the Board had not acceptedany recommendation of the Audit Committee.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right / option to report their concern /grievance to the Chairman of the Audit Committee. The Company is committed to adhere tothe highest standards of ethical moral and legal conduct of business operations. TheWhistle Blower Policy is hosted on the Company's website at: www.nutraplusindia.com.
f. RISK MANAGEMENT POLICY & INTERNAL CONTROL SYSTEMS:
The Company has in place mechanism to inform Board Members about the Risk Assessmentand Minimization procedures which is periodically reviewed to ensure that risk iscontrolled by the Executive Management.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are given in the Management's Discussion and Analysis which formspart of this Report.
g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure III to this Annual Report.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2016:
There are no qualifications reservation or adverse remark or disclaimer made bystatutory auditor in his report.
The observations made by the Statutory Auditors in their report for the financial yearended 31 March 2016 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2016:
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed M/s Rathiand Associates Practicing Company Secretaries as its Secretarial Auditors to conduct theSecretarial Audit of the Company for Financial Year 2015-2016. The Report of SecretarialAuditor (Form MR-3) for the Financial Year 2015-2016 is annexed to the report.
c. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s AMPAC & Associates Chartered Accountants Mumbaihaving Firm Registration Number 112236W was appointed as the Statutory Auditors of theCompany to hold office upto the conclusion of the ensuing Annual General Meeting. Theconsent of the Auditors along with certificate under Section 139 of the Act have beenobtained from the Auditors to the effect that their appointment if made shall be inaccordance with the prescribed conditions and that they are eligible to hold the office ofAuditors of the Company. The Board recommends the appointment of M/s. AMPAC &Associates Chartered Accountants as the Statutory Auditors of the Company.
Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual General Meeting for seeking approval of members.
d. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications / Circulars issued by the Ministry of Corporate Affairs from time to timeas per the recommendation of the Audit Committee the Board of Directors at their meetingheld on 8 June 2016 appointed M/s. Darshan Vora & Co. Cost Accountants (FirmRegistration Number 103886) as the Cost Auditors of the Company for the financial year2016-17.
e. INTERNAL AUDIT:
M/s. Mehta Choksi & Shah Chartered Accountants Internal Auditors of the Companyhave carried out audit on various expense heads of the Company and site and inventorymanagement. The findings of the Internal Auditors are discussed on an on-going basis inthe meetings of the Audit Committee and corrective actions are taken as per the directionsof the Audit Committee.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31 March 2016 made under the provisions ofSection 92(3) of the Act is attached as Annexure IV which forms part of this Report.
b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information pursuant to the provisions of Section 134 of the Companies Act 2013 andthe rules framed there under relating to conservation of energy technology absorptionforeign exchange earnings and outgo forms part of this Report and is given at Annexure V.
c. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
d. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
e. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31 March 2016 to which thefinancial statements relates and the date of signing of this report.
f. INTERNAL FINANCIAL CONTROLS
The Company has in place Internal Financial Control system commensurate with size andcomplexity of its operations to ensure proper recording of financial and operationalinformation and compliance of various internal control and other regulatory and statutorycompliances. During the year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inefficiency or inadequacy of suchcontrols.
g. CORPORATE GOVERNANCE
The Report on Corporate Governance along with the Auditors' Certificate on itscompliance forms part of this Report and is annexed hereto. A declaration signed by theManaging Director in regard to compliance with the Code of Conduct by the Board membersand Senior Management Personnel also forms part of this Report.
A detailed review of the operations performance and future outlook of the Company andits business is given in the Management's Discussion and Analysis also forms part of thisReport.
h. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') and Rules made thereunder yourCompany has adopted a policy for prevention of sexual harassment at work place and hasconstituted an Internal Complaints Committee. During the year the Company has notreceived any complaints on sexual harassment under the said Act.
i. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under the secondprovision of Section 143(12) of the Act.
j. HUMAN RESOURCES (HR):
The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interests of allemployees with the long term organizational goals.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equityshares with differential rights as to dividend voting or otherwise. c. Issue of shares(including sweat equity shares) to employees of the Company under any scheme.
d. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
e. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
f. No revision of Financial Statements has been done during the year under review.
7. LISTING OF SHARES
Your Company's shares are listed on the Bombay Stock Exchange Limited and AhmedabadStock Exchange Limited. The Company has been suspended by Ahmedabad Stock Exchange Limitedwith effect from 01/06/2014.
Listing fees of BSE Limited has been paid within the stipulated time period. TheCompany has not paid Listing fees to Ahmedabad Stock Exchange Limited.
8. ACKNOWLEDGEMENTS AND APPRECIATION:
The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirector take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the localauthorities bankers customers suppliers and business associates. The Directors arethankful to the esteemed shareholders for their continued support and the confidencereposed in the Company and its management.
| ||For and on behalf of the Board of Directors of Nutraplus India Limited |
| || |
| ||Mukesh D. Naik |
| ||Chairman and Managing Director |
| ||DIN: 00412896 |
|Mumbai 8 June 2016 || |