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Nuway Organic Naturals India Ltd.

BSE: 531819 Sector: Others
NSE: N.A. ISIN Code: INE414L01012
BSE LIVE 15:29 | 18 Jan Stock Is Not Traded.
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OPEN 7.01
PREVIOUS CLOSE 7.37
VOLUME 50
52-Week high 7.37
52-Week low 7.01
P/E
Mkt Cap.(Rs cr) 7
Buy Price 7.01
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.01
CLOSE 7.37
VOLUME 50
52-Week high 7.37
52-Week low 7.01
P/E
Mkt Cap.(Rs cr) 7
Buy Price 7.01
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00

Nuway Organic Naturals India Ltd. (NUWAYORGANIC) - Director Report

Company director report

TO

THE MEMBERS OF

NUWAY ORGANIC NATURALS INDIA LIMITED

The Directors of your company have pleasure in presenting the 21st AnnualReport together with Audited Accounts of the company for the financial year ended 31stMarch 2016.

FINANCIAL HIGHLIGHTS

Standalone (Rs. In Lacs)

Particulars 2015-16 2014-2015
Gross Income 3932.52 5072.85
Profit /Loss Before Interest and 418.94 -328.73
Depreciation
Finance Charges 298.78 303.69
Depreciation & Amortization Expenses 459.20 565.63
Profit /Loss Before Tax -339.04 -1198.05
Provision for Tax 0.00 0.00
Tax adjustments for earlier years 14.40 0.00
Net Profit/Loss After Tax -353.44 -1198.05
Profit/Loss carried to Reserve & -353.44 -1198.05
Surplus Account

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Turnover of the stood at Rs. 39.32 crores and the Company has suffered losses to thetune of Rs. 3.53 crores as compared to the previous year turnover of Rs. 50.72 crores andthe losses of Rs. 11.98 crores. The Company has suffered losses as sale of Company'sproducts was less and cost of production was more as compared to the other manufactures.The Company is making efforts to reduce cost of production to increase the turnover of theCompany in future.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of business activities of the Company.

DIVIDEND

The Company has suffered huge losses during the financial year under report and Boardof Directors of the company has not recommending any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry loss of Rs. 35344411.10 to itsreserves and surplus account.

CHANGES IN SHARE CAPITAL IF ANY

There has been no change in Share Capital of the Company during the Financial Year2015-16.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year and there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the period from the end of the financial year to which this financialstatement relate and on the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16 the Company held fourteen Board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and listing agreement were adhered to whileconsidering the time gap between two meetings.

30.05.2015 05.06.2015 30.07.2015 14.08.2015 18.09.2015
14.10.2015 21.10.2015 21.11.2015 01.12.2015 04.01.2016
19.01.2016 08.02.2016 15.02.2016 28.03.2016

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany 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) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

AUDITORS AND REPORT THEREON

M/s. Miglani Rakesh & Associates Chartered Accountants Rajpura was appointed asStatutory Auditors for a period of four years in the Annual General Meeting held on 30thSeptember 2014. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. There are no qualificationsor adverse remarks in the Auditors' Report which require any clarification/ explanation.The Notes on financial statements are self-explanatory and needs no further explanation.Further the Auditors' Report for the financial year ended 31st March 2016 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions in ordinary course ofbusiness at arm' s length as defined under Section 188 of the Companies Act 2013 withrelated parties as defined under Section 2 (76) of the said Act. Further all the necessarydetails of transaction entered with the related parties are attached herewith in FormNo.AOC-2 for your kind perusal and information.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Information pursuant to Section 134(3) (m) pertaining to Conservation of EnergyTechnology Absorption and Foreign Exchange Outgo is provided in annexure herewith.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

DIRECTORS AND KMP

During the current financial year no changes have occurred in the constitution of Boardof Directors and KMP of the company.

DEPOSITS

The company has not accepted any deposits from the public during the year and there areno unclaimed deposits.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 134(3) and Section 197(12) read with Rule5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company and Directors is attached herewith. Furtherinformation required under Rule 5 (2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is nil as no employee of the Company is in receipt ofremuneration as stated therein.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of M/s. Rajesh K Sharma andAssociates Chartered Accountants Ludhiana confirming compliance of conditions ofCorporate Governance as stipulated in the Listing Agreement with the Stock Exchanges formspart of the Board Report. According to Schedule V Part II Section II point IV states that:a)The remuneration package of the directors are as follows:

Name of Director Anchal Narang
Salary 2400000/-
Bonus/ Stock Options/ Pension/ Medical Reimbursment Nil

b)Performance linked incentives- Nil c) Service contracts notice period servantfees- Nil d) Stock option details- Nil

INDEPENDENT DIRECTORS AND DECLARATION

Sh. Surinder Ahuja and Mrs. Ginny Singh were appointed as independent directors byshareholders on 30th September 2014 and the Board of Directors of the Companyhereby confirms that all the Independent directors duly appointed by the Company havegiven the declaration and they meet the criteria of independence as provided under section149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Non-executive Directors. The table sets out thecomposition of the Committee as on 31.03.2016:

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mrs. Ginny Singh Chairman Non Executive / Independent Director
2 Sh. Surinder Ahuja Member Non Executive / Independent Director
3 Sh. Manminder Singh Narang Member Non Executive / Promoter Director

The date of meetings of committee and attendance of members is given in report oncorporate governance attached with the report.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

REMUNERATION POLICY Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non Executive Directors

The Non Executive Directors have not been paid any sitting fees during the year underreport.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company s Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. The table sets out the composition of the Committee as on 31.03.2016:

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mrs. Ginny Singh Chairman Non Executive / Independent Director
2 Sh. Surinder Ahuja Member Non Executive / Independent Director
3 Sh. Manminder Singh Narang Member Non Executive / Promoter Director

The date of meetings of committee and attendance of members is given in report oncorporate governance attached with the report.

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any clarification/ explanation. Further the Secretarial Audit Report as providedby Ravinder Kumar Practicing Company Secretary for the financial year ended 31st March2016 is annexed herewith for your kind perusal and information.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per requirements ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company. The details of the Vigil Committee are annexed herewith for your kindperusal and information.

SHARES

a. buy back of securities

The Company has not bought back any of its securities during the year under review.

b. sweat equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. bonus shares

No Bonus Shares were issued during the year under review.

d. employees stock option plan

The Company has not provided any Stock Option Scheme to the employees.

ORDER OF COURT

There is no significant and material order passed by the regulators or courts orTribunals impacting the going concern status and company's operation in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place ‘Internal Financial Control Policy' and that InternalFinancial Controls are in line with the policy and are adequate and are operatingefficiently. The Company is adhering to Internal Financial Controls which commensuratewith its size and operations.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year=nil

ii. Number of shareholders who approached issuer for transfer of shares from suspenseaccount during the year=nil

iii. Number of shareholders to whom shares were transferred from suspense accountduring the year=nil

iv. aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the beginning of the year=nil

ii. Number of shareholders who approached the issuer for transfer of shares from theUnclaimed Suspense Account during the year=nil

iii. Number of shareholders to whom shares were transferred from the Unclaimed SuspenseAccount during the year=nil

iv. Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the end of the year=nil

MATERIAL VARIATIONS

The material variations between the projections and the actual utilization are notapplicable:

CODE OF CONDUCT

The Code of Conduct of Nuway Organic Naturals India Limited is attached herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Industry structure and developments

The Company engaged in the manufacture of cosmetics products and Liquor in India. Italso involves in trading of cosmetics bottled soda soft drinks and packaging drinkingwater. The Company is based in Rajpura and it expanded its distillery at Devinagar Tehsil- Rajpura and District Patiala in the state of Punjab with an investment of Rs. 400million. The project involves distillery unit with a capacity of 45 kilo litres per daywith change of spent wash treatment technology from Bio-methanation followed by secondaryaeration followed by Ferti-irrigation to Decantation and evaporation. It manufacturesExtra Neutral Alcohol (ENA) and bottling of liquors. The distillery consumes grains likebroken Rice Bajra and Jowar as raw materials which is readily available in Punjab. TheCompany produces ENA finished products like vodka health drinks and IMFL DML PML etc.It plans to supply ENA to the pharmaceutical industry also.

2. Opportunities and threats

The liquor industry is growing at 8% and Indian liquor market is very under-penetratedas compared to other foreign markets. Growth opportunities are very high in this business.The Company is aggressively looking at domestic market as well as export market formarketing of the Company products. However company faces competition from manufacturersof Indian as well as international brands.

3. Segment wise or product wise performance

The major source of earning of the Company is from manufacture and sale of liquor andearnings from trading of cosmetics bottled soda soft drinks and packaging drinking wateramounts to less than ten percent.

4. Outlook

Your Company is making all efforts to accelerate the growth of its business. The plantis setup for distillery with storage facilities for the grains and equipped with latesttechnology machinery. The

Company has setup state-of-the-art potable alcohol unit with a production capacity of45 Kilolitre per day. Your Directors are optimistic about the future prospects of theCompany.

5. Risks and concern

The Company is exposed to the market risks like change in demand availability of rawmaterial and the change in government policy.

6. Internal control systems and their adequacy.

Internal control systems and procedures in the Company are commensurate with the sizeand the nature of Company's business and are regularly reviewed and updated byincorporating changes in regulatory provisions in order to safeguard the assets and toensure reliability of financial reporting.

7. Discussion on financial performance with respect to operational performance

The gross block of assets of the company stood at Rupees 57.77 crores and net worth ofthe company is Rupees (11.70) crores as at 31.03.2016.

8. Human Resources

The Company continues to give priority to its human assets. The Company provides a fairand equitable work environment to all its employees. The Company is continuously workingto create and nurture an atmosphere which is highly motivated and result oriented.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place 'Prevention of Sexual Harassment Policy'. This Anti-SexualHarassment policy of the Company is in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Allemployees (permanent contractual temporary and trainees) are covered under this policy.An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment. The following is a summary of sexual harassment complaintsreceived and disposed off during the year - No. of complaints received: Nil -No. ofcomplaints disposed off: NA.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

By Order of the Board
NUWAY ORGANIC NATURALS INDIA LIMITED
Sd/-
DATE: 06.06.2016 MANMINDER SINGH NARANG
PLACE: RAJPURA CHAIRMAN
DIN-00541751