Nutraplus India Ltd.
|BSE: 524764||Sector: Health care|
|NSE: N.A.||ISIN Code: INE230G01020|
|BSE 00:00 | 18 Sep||8.05||
|NSE 05:30 | 01 Jan||Nutraplus India Ltd|
Nutraplus India Ltd. (NUTRAPLUSINDIA) - Director Report
Company director report
Your Directors have pleasure in presenting the Twenty Eighth Annual Report of theCompany together with the Audited Financial Statement for the year ended 31stMarch 2018.
1. FINANCIAL AND OPERATIONAL PERFORMANCE
a. Financial Results
Pursuant to the notification dated February 16 2015 issued by Ministry of CorporateAffairs and the Company has adopted the Indian Accounting Standards ("IND AS")notified under the Indian Accounting Rules 2015 with effect from 1st April2017. Financial statement provides further explanation on the transition to Ind AS.Financial and Operational Results of the Company for the year ended 31st March2018 as compared to the previous financial year is summarized below:
b. Operations :
The Company's total revenue grew to Rs. 1091417763/- in F. Y. 2017-18 from Rs.910448027 /- posted in the same period last year. Also the Company swung to profit ofRs. 1218577/- in financial year 2017-18 as against loss of Rs. 62471458/- posted infinancial year 2016-17.
c. Report on Performance of Subsidiaries :
During the year M/s. Pure care Pharma Limited ceased to be subsidiary of Company byvirtue of disinvestment.
d. Dividend :
Your Directors have not recommended any dividend for the financial year ended 31stMarch2018 and no amount has been transferred to reserves.
e. Transfer to reserves :
During the year under review the Board of Directors has not recommended transfer ofany amount to reserves.
f. Disclosures under section 134(3)(l) of the Companies act 2013 :
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
g. Share Capital :
There was no changes in the Company's Capital during the year under there view.
h. Shifting of Registered Office :
The Registered office address of the Company has been changed from A/201-202 2ndFloorPlanet Industrial Estate Subhash Road Vile Parle - (East) Mumbai - 400 057 to 405Matharu Arcade Subhash Road Vile Parle (East) Mumbai - 400 057 within limit of MumbaiCity w.e.f. 3 d May 2017.
Subsequently The Registered office address of the Company has been changed from 405Matharu Arcade Subhash Road Vile Parle (East) Mumbai - 400 057 to Plot No. N-92 MIDC-Tarapur Boisar - 401 506 District Palghar from City limit of Mumbai to City limit ofPalghar within the state of Maharashtra w.e.f. 15th January 2018.
2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS :
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation for inefficiency or inadequacy of such controls are reported.
3. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
Full Particulars of Loans & Guarantees Given Investments made and Securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the financial statement. (Please refer toNotes [3 and10] of the Financial Statement.)
4. PARTICULARS OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES :
All contracts / arrangements / transactions falling within the purview of Section 188of the Companies Act 2013 entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis. Noneof the transactions entered into by the Company with related
parties were material in nature.
The particulars of contracts or arrangements with related parties are forming part ofnotes to Accounts in this Annual Report.
All Related party transactions have been placed before the Audit Committee andsubsequently before the Board for its approval. As per the policy on Materiality of andDealing with Related Party Transactions omnibus approval was obtained on annual basis fortransactions which are of repetitive nature. The policy on related party transactions asapproved by the Board of Directors has been uploaded on the website of the Company.
5. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATIONBY INDEPENDENT DIRECTORS:
During the financial year under review:
- Mr. Kishor Ostwal Non-Executive Director was resigned from the post of directorshipwith effect from 29th May 2017;
- Mr. Chandresh Shukla Chief Financial Officer (CFO) resigned from the office witheffect from 14th February 2018;
- Mr. Nirad Mehta Independent Director of the Company resigned from the office ofdirectorship of the Company with effect from 21st March 2018;
- Mr. Uday Desai Non-executive and non-independent Director of the Company resignedfrom the office of directorship of the Company from 2nd May 2018 and wasappointed as Chief Executive Officer (CEO) of the Company with effect from 2ndMay2018;
Directors Retiring by Rotation :
Pursuant to the provisions of Section 152 of the Companies Act 2013 Ms. Nidhi NaikDirector will retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible have offered herself for re-appointment. In accordance with the provisionsof the Act none of the Independent Directors is liable to retire by rotation.
Declaration by Independent Directors :
The Company has received and taken on record the declarations received from all theIndependent Directors of the Company in accordance to Section 149(6) of the Companies Act2013 confirming their independence vis-a-vis the Company.
6. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:
A. BOARD MEETINGS:
7 meetings of Board of Directors were held during the financial year under reviewdetails of which are furnished in the Corporate Governance report forming part of Annualreport.
B. Director's Responsibility Statement :
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedAnnual Financial Statements of the Company for the financial year ended March 31 2018the Board of Directors hereby confirms that:
a. In the preparation of the annual accounts for the financial year ended 31stMarch2018 the applicable accounting standards have been followed along with proper explanationrelating 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 31stMarch2018 and of the Profit of 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. COMMITTEES OF BOARD :
As mandated under the provisions of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 five Committee(s) of the Boardhave been formed namely:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders relationship Committee
- Corporate Social Responsibility Committee
- Allotment Committee
Details of Audit Committee Nomination & Remuneration Committee and Stakeholdersrelationship Committee along with their charter composition and attendance at theCommittee Meetings are provided in Corporate Governance Report which forms part of thisReport.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee is duly constituted comprising ofconsisting of three(3) Directors out of which two (2) Directors are Non - ExecutiveIndependent Directors and Independent Director is a Chairman. The said Committee has beenentrusted with the responsibility of formulating and recommending to the Board CorporateSocial Responsibility Policy (CSR Policy) indicating the activities to be undertaken bythe Company monitoring the implementation of the framework of the CSR Policy andrecommending the amount to be spent on CSR activities. The detailed report on CSRactivities is attached as Annexure I to this report.
(I) Vigil Mechanism Policy :
In compliance of the requirements of section 177 of the companies Act2013 Regulation22 of Listing Regulations and as measure of good Corporate Governance practice the Boardhas formulated a Vigil Mechanism Policy. The policy comprehensively provides anopportunity for employees / Directors of the Company to raise issue concerning breachesaccounting policies or any act resulting in financial or reputation loss and misuse ofoffice or suspected or actual fraud. The policy is adequate safe guard againstvictimization.
The Board of Directors of the Company has pursuant to the provisions of Section 178(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. and the same is also hosted on the website of the Company.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
(II) Risk Management Policy:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
(III) Corporate Social Responsibility Policy :
As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee and Composition of Committees as on 31stMarch 2018 as under
- Mr. Mukesh Desai
- Mr. Prameshkumar Mehta
- Mr. Uday Desai
The Company's Corporate Social Responsibility Policy is available on the web-site ofthe Company i.e. www.nutraplusindia.com .
E. Internal Control Systems :
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
7. AUDITORS AND AUDITOR'S REPORTS :
a. Statutory Auditor and their report :
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules2014 M/s Raman S. Shah & Associates CharteredAccountants registered with the Institute of Chartered Accountants of India (ICAI)bearing registration number 119891W was appointed as the Statutory Auditors of theCompany from the conclusion of the twenty-Seventh Annual General Meeting (AGM) held on 29thSeptember2017 till the conclusion of the thirty - second AGM of the Company subject to theratification of their appointment at every AGM.
Pursuant to Companies (Amendment) Act 2017 the proviso regarding ratification ofappointment of auditors in every general meeting by the members removed vide notificationdated 7th May 2018. Therefore M/s Raman S. Shah & Associates continues tohold office upto thirty - second AGM.
M/s Raman S. Shah & Associates has provided their respective consent certificatesand declaration as required under Section 139 and 141 of the Act and the Companies ( Auditand Auditors) Rules 2014. The Report of the Auditors on the financial statement for theyear ended 31st March 2018 does not contain any qualification.
b. Secretarial Auditor and their Report :
The Board had appointed M/s. S.G. Parekh & Co Practising Company Secretaries asSecretarial auditors for the financial year 2017-18. Secretarial Audit Report issued byM/s. S.G. Parekh & Co.in form MR-3 for the FY 2017-18 forms part of this report andmarked as Annexure II.
Management Representations to the qualifications in the Secretarial Audit Report:
- Vacancy of KMP : The Chief Financial Officer resigned w.e.f. 14th February 2018. The Company has taken steps to fill the said vacancy and expects to appoint asuitable person in near future.
- Cost Records : Due to breakout of major fire at the factory in August 2014 theentire cost records maintained at the said location have been lost. Hence necessary stepshave been taken to revive the data.
Filing of Forms with MCA: The Company is in process of filing of Form CRA -4 and MGT 7for the Financial Year 2016-2017.
The Company is in the process of evaluating the focus areas / locations of interventionfor CSR activities to cater to the pressing needs of society and deliver optimal impact.As a socially responsible Company the Company is committed to spend on CSR activitiesover the coming years.
Appointment of Internal Auditor : During the period under review the company has notentered into substantial financial transactions and hence the Company has not appointedInternal auditor. However the company has adequate mechanism for internal financialcontrol & will appointed internal auditor shortly.
c. 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 time asper the recommendation of the Audit Committee the Board of Directors at their meetingheld on 2nd May 2018 appointed M/s. Darshan Vora & Co. Cost Accountantsas the Cost Auditors of the Company for the financial year 2018-19 at Annual Audit Fee ofRs.75000/- subject to approval of the shareholder in ensuing Annual General Meeting.
8. ANNUAL EVALUATION :
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance.
The aspects covered in the evaluation included Board Composition Strategicorientation Board Functioning and Team Dynamics leadership style contribution to andmonitoring of corporate governance practices fulfilment of Directors' obligations andfiduciary responsibilities including but not limited to active participation at theBoard and Committee meetings.
The Nomination and Remuneration Committee considered and discussed the inputs receivedfrom the Directors and outcome of such evaluation process was satisfactory whichreflected the overall engagement of the Board and its Committees with the Company.
Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non- Executive Directors.
9. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES :
Information required pursuant to Section 197 (12) of the Companies Act 2013 read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided as Annexure III to this report.
10. FRAUD REPORTING:
During the year under review there were no material or serious instances of fraudfalling within the purview of Section 143 (12) of the Companies Act 2013 and rules madethere under by officers or employees reported by the Statutory Auditors of the Companyduring the course of the audit conducted.
11. 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 31stMarch 2018 made under theprovisions of Section 92(3) of the Act is attached as Annexure IV which forms part of thisReport.
b. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo :
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure V which forms part of this Report.
c. Corporate Governance and Management Discussion & Analysis Reports :
The Company is committed to maintain the high standards of Corporate Governance andadheres to its requisites set out by the respective authorities. The report on CorporateGovernance as stipulated under the Listing Regulations is annexed vide Annexure VI andforms an integral part of this Annual Report.
Requisite certificate from the Auditors of the Company M/s. Raman S. Shah &Associates Chartered Accountants (Firm Registration Number:119891W) confirmingcompliance with the conditions of Corporate Governance as stipulated in Chapter IV ofListing Regulations by the Company is attached as Annexure VI(A) and forms an integralpart of this Annual Report.
Certificate issued by Managing Director and Executive Director of Company with regardto certification on Audited Financial Statement of the Company for financial year 2017-18is also annexed herewith vide Annexure VI(B) and forms an integral part of this AnnualReport.
The Company has laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the Company. The declaration by CEO of the Company related to thecompliance of aforesaid Code of Conduct is also attached herewith vide Annexure VI(C) andforms an integral part of this Annual Report.
Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions of Regulation 34 read with Schedule V (B) of ListingRegulations is annexed herewith vide Annexure VII and forms part of this Annual Report.
d. General Disclosures :
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these matters during F. Y.2017-18 :
a. Details relating to acceptance of deposits covered under Chapter V of the CompaniesAct2013.
b. Issue of equity shares with differential rights as to dividend voting or otherwise.
c. Issue of shares (including sweat equity shares and ESOS) to employees of the Companyunder any scheme.
d. Instances with respect to voting rights not exercised directly by employees of theCompany.
e. The Managing Director nor the Whole-time Directors of the Company have received anyremuneration or commission from its wholly owned subsidiary Company/ subsidiary.
f. Your Directors further state that:
g. 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.
h. There was no change in the nature of business of company during F.Y. 2017-18.
i. Pursuant to the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 no case pertaining to sexual harassment at workplacehas been reported to company during F.Y. 2017-18.
j. Reinstatement off the financial statements of the previous financial years
12. CAUTIONARY STATEMENT:
Statements in the directors' and management discussion and analysis describing thecompany's objectives projections estimates expectations or predication may be"forward-looking statement within the meaning of applicable securities laws andregulations actual results could differ materially for those expressed or impliedimportant factors that could make difference to the company's operations include rawmaterial availability and its prices cyclical demand and pricing in the company'sprinciple markets changes in government regulations tax regimes economic developmentswithin India and the countries in which the company conducts business and other ancillaryfactors.
13. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent.
Your Directors records with sincere appreciation the valuable contribution made byemployees at all levels and looks forward to their continued commitment to achieve furthergrowth and take up.
Date: August 14 2018