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Nutricircle Ltd.

BSE: 530219 Sector: Industrials
NSE: N.A. ISIN Code: INE536C01029
BSE LIVE 10:29 | 01 Dec 67.65 -3.55
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 67.65
PREVIOUS CLOSE 71.20
VOLUME 8
52-Week high 71.35
52-Week low 12.50
P/E 81.51
Mkt Cap.(Rs cr) 2
Buy Price 67.65
Buy Qty 17.00
Sell Price 0.00
Sell Qty 0.00
OPEN 67.65
CLOSE 71.20
VOLUME 8
52-Week high 71.35
52-Week low 12.50
P/E 81.51
Mkt Cap.(Rs cr) 2
Buy Price 67.65
Buy Qty 17.00
Sell Price 0.00
Sell Qty 0.00

Nutricircle Ltd. (NUTRICIRCLE) - Director Report

Company director report

To

The Members NUTRICIRCLE LIMITED HYDERABAD.

Yrur Directors are pleased to present the 24th Annual Report of the Company togetherwith the Audite d Financial Statements for the year ended 31st March 2017.

1. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY

(Rs.in Lakhs)
Particulars Year ended 31st March 2017 Year ended 31st March 2016
Total Income 5023220 2505100
Total Expenditure 4795998 11267104
Profit Before Interest and depreciation 227222 ( 8762000)
Less: Depreciation 6546 6982
Interest - -
Tax (918) 930
Net Profit/(Loss) After Tax 226304 (8761073)

YEARLYREVIEW

During the period under review the turnover of the Company was Rs. 5023220/-.Nutricircle Limited (Formerly Shreeyash Industries Limited) has been operating in verydifficult markets where every retail brand has suffered hugely due to rising inflation andperched purchasing power in the hands of buyers. For the future growth of the company thecompany is looking at restructuring the business and enter into diversified businessactivities through mergers and acquisition of business entities which are already existingwith a business profile that can catapult the Company to be a diversified conglomerate.Towards this the company has already scouted for alliance with various companies and couldsuccessfully get into understanding with some companies which are into Health careCosmetics Agriculture.

STANDALONE FINANCIAL RESULTS:

The Net Sales of our Company increased to Rs.50.02 Lakhs from Rs25.05 Lakhs in theprevious year at growth rate of 100% Profit before tax was Rs. 227222/- as compared toRs. Nil Lacs in the previous year. Profit after tax was Rs. 226304/- as compared to Rs.Nil in the previous year.

TRANSFERTO RESERVES:

The Company has not transferred any amount to reserves due to the loss of earlier yearswiped the current year profit.

DEPOSITS:

As on 31st March 2017 the Company held no deposit in any form from anyone.There were no deposits held by the company as on 31st March 2017 which wereoverdue or unclaimed by the depositors. For the present the Board of Directors hasresolved not to accept any deposit from public.

SUBSIDIARY COMEYNIE

The Board unanimously approved the proposal of takeover the management and acquisitionof M/s Deccan Healthcare Pvt. Ltd. by purchase of shares from the existing Shareholders ofM/s. Deccan Health care Pvt. Ltd.

Later The Board decided to drop the takeover as the necessary finance is not availablewith the company MANAGEMENT'S DISCUSSIONANDANALYSIS REPORT!

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulatio n 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina separate

Annexure -IV

forming part of the Annual Report.

CHANGE IN THE NATURE OFBUSINESS IFANY:

There was no change in the nature of business of the Company or any of its subsidiariesduring the year. DIRECTORSAND KEYMANAGERIALPERSONNEL

The CompaniesAct 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the CompaniesAct 2013 read with applicable rulesprovides that independent directors shall hold office for a term up to five consecutiveyears on the board of a company; and shall be eligible for re-appointment on passing aspecial resolution by the shareholders of the Company

Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.

Mr. Bharat Kanugo and Mr. Dennis Shivani were appointed as additional independentdirectors of the company on 13th August 2016 and 30th May 2016 respectively.

As per the provisions of section 2(19) and section 203 of the companies act 2013 readwith rule 8 of the companies (appointment and Remuneration of Managerial Perssonel)Rules2014the company has to mandatorily required to appoint Chief Financial Ofiicer(CFO).

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 times during the financial year the details ofwhich are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director underSection 149(7) of the CompaniesAct 2013 thathe/she meets the criteria of independencelaid down in Section 149(6) of the CompaniesAct 2013 and Regulation 25 ofSEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

The Independent Directors under section 149(6) of the CompaniesAct 2013 declared that:

1. They are not promoters of the Company or its holding subsidiary or associatecompany;

2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company

3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;

5. Independent Director neither himself nor any of his relatives —

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the (i) holds or has held the position of a key managerial personnel or is orhas been employee of the company or its holding subsidiary or associate company in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of—

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) Holds together with his relatives two percent or more of the total voting powerof the company; or

(iv) is a ChiefExecutive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the CompaniesAct 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The CompaniesAct 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompaniesAct 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.

(v) The Credit Policy Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 13thF ebruary 2017 reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsand non-executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2017 the Board consists of 10 members.

The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company

COMMITTEES OF THE BOARD:

Currently the Board has three Committees: l)Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee/Shares Transfer Committee

A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act 2013 the Company has setup aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);

b. He has to fulfill the requirements as per section 149 of the CompaniesAct 2013 readwith Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the CompaniesAct 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;

e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetingsof the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY:

As per the CompaniesAct 2013 all companies having net worth of ‘500 crore ormore' or turnover of Rs. 1000 crore or more or a net profit ofRs. 5 crore or more duringany financial year are required to constitute a appropriate corporate socialresponsibility CSR Committee of the Board of Directors comprising there or more directorsatleast one of whom an independent director and such company shall spend atleast 2 % ofthe average net profits of the Compnay's three immediately preceding financial year

The Company presently does not meet with any of the criteria stated herein above DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the CompaniesAct 2013 theBoard of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31stMarch2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the CompaniesAct 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(ivjThatthe Directors have prepared the accounts for the financial year ended 31 stMarch2017 on a ‘going concern' basis.

(v) The internal financial controls are laid and have been followed by the company andthat such controls are adequate and are operating effectively Such controls means controlsand policies and procedures adopted and adhered by the company for orderly and efficientconduct of the business for safeguarding assets prevention and detection of frauds anderrors and maintenance of accounting records and timely preparation of financialstatements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY:

The company has developed Risk Management Policy mainly covering the following areas ofconcerns

1. Lack of clarity on future Government policies continues to be an area of majorconcern for the industry. The exact impact of this cannot be assessed until the proposedchanges are actually introduced and implemented.

2. In line with the overall growth objective and strengthening of infrastructure basethe Company had invested in Information Technology (IT)

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the CompaniesAct 2013 the Company hasimplemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraudand mismanagement if any in staying true to our values of Strength Performance andPassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and stakeholderresponsibility

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman

of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company

Based on the report ofintemal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.

K.YAN.R & Associates - Chartered Accountants is the Internal Auditor of theCompany STATUTORY AUDITORS:

At the Annual General Meeting held on 09th July 2014 M/s. S.K. Bang &Co. Chartered Accountants were appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2017.

In this Regard TheAuditors M/s S.K Bang & Co. Chartered Accountants retire atthe ensuing Annua 1 General Meeting and being eligible offer themselves forreappointment for a period of three years from the conclusion ofthis Annual GeneralMeeting till the conclusion of 27tllAGM.

AUDITORS REPORT:

TheAuditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2017-18as required under S ection 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y 2016-17 is Annexure-I to this Board'sReport.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2017-18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

The details ofconservation of Energy Technology Absorption are not applicable in caseof the compa ny However the company took adequate steps to conserve the energy and usedthe latest technology During the year under the review there were no foreign ExchangeEarnings. The foreign Exchange outgo is NIL.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company's website.

All related party transactions are placed before theAudit Committee for approval. Prioromnibus approval of theAudit Committee is obtained on an annual basis which is reviewedand updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in FormAOC-2 in Annexure-IItothis Board's Report.

of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.

K.V.AN.R & Associates- Chartered Accountants is the Internal Auditor of theCompany.

STATUTORY AUDITORS:

At the Annual General Meeting held on 09* July 2014 M/s. S.K. Bang & Co. CharteredAccountants were appointed as statutory auditors of the Company to hold office till theconclusion of the Annual General Meeting to be held in the calendar year 2017.

In this Regard The Auditors M/s S.K Bang & Co. Chartered Accountants retire atthe ensuing Annual General Meeting and being eligible offer themselves for reappointmentfor a period of three years from the conclusion ofthis Annual General Meeting till theconclusion of 27* AGM.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.

SECRETARIAU AUDITORS AND THEIR REPORT:

M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2017-18as required under Section 204 of the CompaniesAct 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2016-17 is Annexure-I to this Board'sReport.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2017-18.

SIGNIFICANT AND MATERIAU ORDERS PASSED BY THE COURTS/REGUUATORS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOUOGY AND FOREIGN EXCHANGE:

The details of conservation of Energy Technology Absorption are not applicable in caseof the company. However the company took adequate steps to conserve the energy and usedthe latest technology. During the year under the review there were no foreign ExchangeEarnings. The foreign Exchange outgo is NIL.

REUATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company's website.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-IItothis Board's Report.

Tbur Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.

Place: Mumbai

For and on behalf of Board of Directors

Dated: 12-08-2017 Sd/- Sd/-
(Hitesh M. Patel) (Minto P. Gupta)
Managing Director Director
DIN: 02080625 DIN: 00843784