Your Directors have pleasure in presenting herewith the 27thAnnual Report of Companytogether with the Audited Accounts for the financial year ended 31st March 2017
1. FINANCIAL SUMMARY:
Your Company's performance during the year ended 31st March 2017 as compared to theprevious financial year is summarized as below:
|2. FINANCIAL RESULTS || ||(Rs) |
|PARTICULARS ||YEAR ENDED 31.03.2017 ||YEAR ENDED 31.03.2016 |
|Revenue from operations ||47253441 ||17887304 |
|Other Income ||1485001 ||1148118 |
|TOTALIncome ||48738442 ||19035422 |
|Expenditure ||(45921521) ||(17384335) |
|Interest ||(99013) || |
|Profit before Depreciation and Tax ||2717909 ||2172329 |
|Depreciation ||(688856) ||(521242) |
|Profit before Tax ||2029053 ||1651087 |
|Tax ||(97159) ||(68791) |
|Net Profit ||1931894 ||1719878 |
3. TRANSFER TO RESERVES:
The Company has not transfer any amount to the General Reserve for the Financial Yearended March31 2017.
4. COMPANY PERFORMANCE:
During the financial year under review the overall performance of the company was goodthe Overall turnover of the Company was Rs. 48738442 as compared to last year turnoverof Rs 19035422 and the Net profit is Rs 1931894 for financial year 2016-17 whencompared to a Net Profit of Rs.1719878 during the previous year.
5. SHARE CAPITAL
The paid up equity share capital of the Company as on 31st March 2017 isRs.52960000/-During the year under review the Company has not issued equity sharesshares with differential voting rights sweat equity shares or Employee Stock Options.
Your Directors do not recommend any Dividend for the Financial Year 2016-2017 as theprofits are planned to be ploughed back into the business operations.
7. 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 30th May 2016 12thAugust 2016 11th November 2016 and 13th February 2017.The maximum time-gap between anytwo consecutive meetings was within the period prescribed under the Companies Act 2013.
9. BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's 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 Board's 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 itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers
ii. The members of the Board were requested to evaluate by filling the evaluationforms and the duly filled in evaluation forms were required to be sent to the CompanySecretary in a sealed envelope or personally submitted to the Chairman at the concernedmeeting.
iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.
A separate meeting of Independent Directors was held on 13th February 2017 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.
10. 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 and alsoposted on the website of the Company.
11. NOMINATION AND 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.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Bhagya Srilatha (DIN : 06927511) retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
Dr G Vallabha Reddy was Re-appointed as a Managing Director of the Company in themeeting of the Board of Directors held on 13th February 2017 for a period of 3 yearssubject to the approval of the members in the General meeting the proposed resolution forhis re-appointment is placed before the Members in the ensuing Annual General meeting.
Smt Bhagya srilatha was Re-appointed as a Whole Time Director of the Company in themeeting of the Board of Directors held on 13th February 2017 for a period of 3 yearssubject to the approval of the members in the General meeting the proposed resolution forher re-appointment is placed before the Members in the ensuing Annual General meeting.
13. DIRECTORS' RESPONSIBILITY STATEMENT:Rs
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 and onthe basis of secretarial audit received from the practicing 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 2017; 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 and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2017.
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 forthe year ended 31st March 2017 has been prepared on agoing 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
14. 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 SEBI(LODR)Regulations2015 the Risk management is Not applicable to the Company
15. 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
16. STATUTORY AUDITORS
The shareholders in their meeting held on Thursday 28th September 2017 At 11.00 AMapproved the appointment M/s. RamasamyKoteswaraRao&Co Chartered Accountants(Registration No. 010396S) Hyderabad as theStatutory Auditors of the Company to holdoffice till the conclusion of ratification 28th AnnualGeneral Meeting subject to ofshareholders in every Annual GeneralMeeting.
Members are requested to ratify the same at the ensuing Annual General Meeting of thecompany; in accordance with section 139 of the Companies Act 2013.
The Audit Report issued by the Statutory Auditors for the financial year ended 31stMarch 2017 form part of this Report. There are no qualifications reservations or adverseremarks made by the Statutory Auditors which requires explanation or comments from theBoard.
17. 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 theirReports on quarterlybasis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules2014.
18. 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 the Company.
19. 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 inthesecurities 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.
20. 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
21. 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 oils AndOleoresins department continues to focus on introducing of new brands.
C. Technology Absorption - Not Applicable
D. Foreign Exchange Earnings & Outgo:(Figures in Rs.)
| ||2016-17 ||2015-16 |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
22. 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.
23. 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
24. 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 Mr. Jineshwar Kumar Sankhala a Company Secretary in Practice to undertake theSecretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure B" tothis report.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FORM MGT 9 isannexedherewith as "Annexure C" to this report
26. 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) ofthe 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 employeeswho are employed for part of theyear and in receipt of 8.5 Lakhs or more per month.
During the financial year under review The company has no subsidiaries or jointventures or associate company.
28. RELATED PARTY TRANSACTION
The Company has not entered into any transaction with any of its related partiesfalling under Section 188 of the Companies Act 2013. There are no materially significantrelated party transactions made by the Company with the Promoters Directors KeyManagerial Personnel or any related party which may have a potential conflict with theinterest of the Company at large.
Related Party Transactions if any are placed before the Audit Committee and the Boardfor approval.
29. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company strongly supports the rights of all its employees to work in an environmentfree from all forms of harassment. The Company has adopted a Policy on PreventionProhibition and Redressal of Sexual Harassment at workplace as per the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules made thereunder. The policy aims to provide protection to Employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where Employees feel secure. The Company has also constituted an InternalCommittee known as Anti Sexual Harassment Committee to address the concerns andcomplaints of sexual harassment and to recommend appropriate action. The Company has notreceived any complaint on sexual harassment during the year
30. HUMAN RESOURCES:
The Company considers its Human Resources as the key to achieve its objectives. Keepingthis in view The Company takes utmost care to attract and retain quality employees. Theemployees are sufficiently empowered and such work environment propels them to achievehigher levels of performance. The unflinching commitment of the employees is the drivingforce behind the Company's vision. Your Company appreciates the spirit of its dedicatedemployees
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
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/- ||Sd/- |
| ||Dr. G.Vallabh Reddy ||Smt. Bhagya Srilatha |
|Place : Hyderabad ||Managing Director ||Wholetime Director |
|Date : 28.08.2017 ||(DIN : 01006373) ||(DIN : 06927511) |