Your Directors have pleasure in presenting herewith the 29th Annual Report of Companytogether with the Audited Accounts for the nancial year ended 31st March 2019
1. FINANCIAL SUMMARY:
Your Company's performance during the year ended 31st March 2019 as compared to theprevious nancial year is summarized as below:
2. FINANCIAL RESULT
|PARTICULARS ||YEAR ENDED 31.03.2019 ||YEAR ENDED 31.03.2018 |
|Revenue from operations ||46126096 ||25454960 |
|Other Income ||426354 ||948761 |
|TOTAL Income ||46552450 ||26403721 |
|Expenditure ||46347490 ||24673248 |
|Pro t before Tax ||204960 ||1730473 |
|Tax ||-169139 ||-30217 |
|Net Pro t ||374100 ||1760690 |
3. TRANSFER TO RESERVES:
The Company did not transfer any amount to the General Reserve for the Financial Yearended March 31st 2019.
4. COMPANY PERFORMANCE:
During the nancial year under review your company has achieved total income of Rs.46552450 as against the previous year income of Rs. 26403721 and recorded net Pro t ofRs. 374100 for nancial year 2018-19 when compared to a net Pro t of Rs. 1760690 duringthe previous year.
5. SHARE CAPITAL
The paid up equity share capital of the Company as on 31st March 2019 is Rs.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 2018-2019 as thepro ts are planned to be ploughed back into the business operations.
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 ve board meetings were held on 27th April 2018 30th May2018 14th August 2018 14th November 2018 and 13th February 2019.The maximum time-gapbetween any two consecutive meetings was within the period prescribed under the CompaniesAct 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) Regulations 2015 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 speci c 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 lling the evaluation formsand the duly lled in evaluation forms were required to be sent to the Company Secretary ina sealed envelope or personally submitted to the Chairman at the concerned meeting.
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 nal 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 2019 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andow 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 modi cation(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.
11. NOMINATION &REMUNERATION POLICY
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining quali cations positive attributes independence of a directorand other matters and to frame proper systems for identi cation appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in the of thecompany's website.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Vandana Reddy Gaddam retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.
Mr. B Manohar Gangaiah who was appointed as the independent directors of the company atthe 24thAnnual General Meeting of the company for a period of ve years i.e. up to 29thAnnual General Meeting of the company have completed their term of appointment. Furtherpursuant to the provisions of Section 149 of the Companies Act 2013 the recommendationsof the Nomination and Remuneration Committee the Board of Directors of the Company herebyrecommends the appointment of Mr. B Manohar Gangaiah as the Independent Director of thecompany for another period of 5 years
13. 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 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 2019; 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 nancial year and of the pro t of the Companyfor the nancial year ended 31st March 2019.
iii. That the Directors have taken proper and suf cient 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 2019 has been prepared ona going concern basis.
v. Those proper internal nancial controls were in place and that the nancial controlswere adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating 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 modi cation(s) or re-enactment thereof for the time being in force) and asper SEBI (LODR) Regulations 2015 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) Regulatons 2015
16. STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act 2013 the StatutoryAuditor M/s. M N RAO & Associates Chartered Accountants (Registration No. 005386S)Chartered Accountant Hyderabad appointed as the Statutory Auditors of the Company tohold of ce from conclusion of 28th Annual General Meeting for a period of 5 years inaccordance with the Act The Company is in receipt of con rmation from the StatutoryAuditor that in the event of his appointment as Statutory Auditor such appointment will bein accordance with the limits speci ed in Section 141(3) (g) of the Companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. There are no quali cations inthe report of the statutory auditors for the year 2018-19
17. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. NSVR & CO Chartered Accountants and Hyderabad as the Internal Auditors of yourCompany. The Internal Auditors are submitting their reports on quarterly basis pursuant tothe provisions of section 138 and rule 13 of companies (Accounts) rules 2014.
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 modi cation(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 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.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the nancial position ofthe Company which have occurred between the end of the nancial year of the Company towhich the nancial 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 Spicesoils And Oleoresins department continues to focus on introducing of new brands.
C. Technology Absorption - Not Applicable
D. Foreign Exchange Earnings &Outgo: (Figures in Rs.)
| ||2018-19 ||2017-18 |
|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) Regulations 2015 areport on 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 andpara C D & E of Schedule V of the Securities Exchange Board of India(ListingObligations and Disclosure Requirements)Regulations 2015 are not applicable to theCompany
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 M/s. 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" to this report.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FORM MGT 9 is annexedhere with 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 through out the nancial 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.
During the nancial year under review we did not have any subsidiary or joint ventureor 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 signi cantrelated party transactions made by the Company with the Promoters Directors KeyManagerial Personnel or any related party which may have a potential con ict 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 there under. 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 not received 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 your Company takes utmost care to attract and retain quality employees. Theemployees are suf ciently empowered and such work environment propels them to achievehigher levels of performance. The un inching 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 signi cant 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 SupplierandCustomers.
Your Directors would also like to place on record their sincere appreciationandgratitude to the Shareholders Central and State Government agencies etc fortheirSupport and co-operation. Your Directors express their heartfelt gratitude totheEmployees for their exceptional commitment and loyalty to the Company.
| ||By Order Of the Board of Directors || |
| ||FOR NATURITE AGRO PRODUCTS LIMITED || |
| ||Sd/- ||Sd/- |
| ||G VALLABH REDDY ||B BHAGYA SRI LATHA |
| ||Managing Director ||Director & CFO |
| ||DIN: 01006373 ||DIN: 6927511 |
|Place: Hyderabad || || |
|Date:13.08.2019 || || |