FOR THE FINANCIAL YEAR 2017-2018
Your Directors are pleased to present the 25th Annual Report of theCompany together with the Audited Financial Statements for
the year ended 31st March 2018.
1. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Total Income ||- ||5023220 |
|Total Expenditure ||1981009 ||4795998 |
|Profit Before Interest and depreciation ||(1974463) ||227222 |
|Less: Depreciation ||6546 ||6546 |
|Interest ||- ||- |
|Tax ||(1029) ||(918) |
|Net Profit/(Loss) After Tax ||(1979980) ||226304 |
The company successfully completed 25 years of operations this year. NutricircleLimited (Formerly Shreeyash Industries Limited) has been operating in very difficultmarkets where every retail brand has suffered hugely due to rising inflation and perchedpurchasing power in the hands of buyers. For the future growth of the company the companyis looking at restructuring the business and enter into diversified business activitiesthrough mergers and acquisition of business entities which are already existing with abusiness profile that can catapult the Company to be a diversified conglomerate. Towardsthis 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 Decreased to Nil as compared to the previous year.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserves of the Company forthe financial year 31 st March 2018 as per audited standalone financialstatements.
As on 31st March 2018 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 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 -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company or any of its subsidiariesduring the year.
DIRECTORSAND KEY MANAGERIAL PERSONNEL
The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 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 Subsections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
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 Manergerial Perssonel)Rules2014 the company has to mandatorily required to appoint Chief FinancialOfficer(CFO).
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year the details of which 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 Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat: 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 thetwo immediately 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 thethree financial years immediately preceding the financial year in which he is proposed tobe appointed of (A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or (B) any legalor a consulting firm that has or had any transaction with the company its holdingsubsidiary or associate company amounting to ten percent or more of the gross turnover ofsuch firm; (iii) Holds together with his relatives two percent. or more of the totalvoting power of the company; or (iv) is a Chief Executive or Director by whatever namecalled of any nonprofit organization that receives twenty-five percent. or more of itsreceipts from the company any of its promoters directors or its holding subsidiary orassociate company or that holds two percent or more of the total voting power of thecompany;
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 Companies Act 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 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 theCompanies Act 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 12thFebruary 2018 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 2018 the Board consists of 10 members. Thepolicy of the Company on directors appointment and remuneration including criteria fordetermining 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: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee/Shares Transfer Committee Adetailed note on the Board and its Committees is provided under the Corporate GovernanceReport 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 set up 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 of25 years and below 75 years eligible to become Independent Director(ID); b. He has tofulfill the requirements as per section 149 of the Companies Act 2013 read with Clause 49of the Listing Agreement; c. Adhere to the code of conduct as per Schedule IV to theCompanies Act 2013; d. Strictly adhere to the Insider Trading Regulation of the SEBI andInsider Trading policy of the Company; e. Independent Director should have adequateknowledge and reasonably able to contribute to the growth of the Company and stakeholders;f. Independent Director should be able to devote time for the Board and other meetings ofthe company; g. Entitled for sitting fees and reasonable conveyance to attend themeetings; and h. Able to review the policy participate in the meeting with all thestakeholders of the company at the Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY:
As per the Companies Act 2013 all companies having net worth of 500 crore ormore' or turnover of Rs. 1000 crore or more or a net profit of Rs. 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 Company's three immediately preceding financial year TheCompany 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 Companies Act 2013 theBoard of Directors of the Company hereby confirm: (i) That in the preparation of theaccounts for the financial year ended 31stMarch 2018 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (ii) That the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give 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 Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv)That the Directors have prepared the accounts for the financialyear ended 31stMarch 2018 on a going concern' basis. (v) The internalfinancial controls are laid and have been followed by the company and that such controlsare adequate and are operating effectively. Such controls means controls and policies andprocedures adopted and adhered by the company for orderly and efficient conduct of thebusiness for safeguarding assets prevention and detection of frauds and errors andmaintenance of accounting records and timely preparation of financial statements andreview 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 Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.
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 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.
At the Annual General Meeting held on 23rd September 2017 M/s. S.K. Bang& Co. Chartered Accountants were appointed as statutory auditors of the Company tohold office till the conclusion of the 27th Annual General Meeting to be heldin the calendar year 2020.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. S.K. Bang & Co. Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders Inthis regard the Company has received a certificate from the auditors to the effect thatif they are re-appointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
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.
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 2018-19as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2017-18 is Annexure-IV 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 year2018-19.
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 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.
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 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 there were no contract where in the related parties areinterested.
The details of such related party transactions are available in the Notes to theStandalone financial statements section of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the company. The relationship with the workersof the Company's manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report.
Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport is being sent to the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company duringbusiness hours from 11 a.m. to 2 p.m. on working days of the Company up to the date of theensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereofmay write to the Company Secretary in this regard.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-II.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under Clause 49 of the Listing Agreement with Stock Exchange read with therelevant provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 forms part of this Report and Annexure-III to this Board'sReport.
INSURANCE OF ASSETS:
All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company lying at different locations have been insured againstfire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
Directors of the company convey their sincere thanks to the Government BanksShareholders and customers for their continued support extended to the company at alltimes.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
For and on behalf of Board of Directors
|Sd/- ||Sd/- |
|(Hitesh M. Patel) ||(Minto P. Gupta) |
|Managing Director ||Director |
|DIN: 02080625 ||DIN: 00843784 |