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Nuway Organic Naturals India Ltd.

BSE: 531819 Sector: Others
NSE: N.A. ISIN Code: INE414L01012
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OPEN 12.80
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VOLUME 1
52-Week high 20.15
52-Week low 8.85
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
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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 26th AnnualReport together with Audited Accounts of the company for the financial year ended 31stMarch 2021.

FINANCIAL HIGHLIGHTS

Standalone

(Rs. In Crores)

Particulars 2020-21 2019-20
Gross Income 0.41 3.68
Profit /Loss Before Interest and Depreciation -0.05 2.184
Finance Charges 0.00 0.00
Depreciation & Amortization Expenses 1.83 2.17
Profit /(-)Loss Before Tax -1.88 0.014
Provision for Tax 0.00 0.00
Net Profit/Loss After Tax -1.88 0.014
Profit/Loss carried to Reserve & Surplus Account -1.88 0.014

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The turnover of the Company is very low and the Company has suffered losses as theoperations were closed due to financial constraints during the year and that the plant atRajpura had been in default of interest/installments. The possession of plant at Rajpurahas been handed over to the management after settlement with the Banks. Board expects torestart the operations soon.

ADOPTION OF IND AS

The Company has adopted Indian Accounting Standards (Ind AS) and Annual FinancialStatements for the current year have been prepared in accordance with the IndianAccounting Standards ("IND AS ") as prescribed under the Companies (IndianAccounting Standards) Rules as amended from time to time notified under Section 133 of theCompanies Act 2013.

CHANGE IN NATURE OF BUSINESS

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 recommended any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry loss of Rs. 1.88 crores to its reservesand surplus account.

CHANGES IN SHARE CAPITAL

There has been no change in Share Capital of the Company during the Year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary Joint venture or Associate Company and theprovisions regarding disclosure of names of companies which ceased to be the subsidiaryjoint venture or associate companies are not applicable.

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.

ANNUAL RETURN

As required under sub-section (3) of section 92 of the Companies Act 2013 as amendedcopy of the annual return will be placed on website of the Company www.nuwaycare.com underthe heading investors after filing with ROC/MCA web link -https://www.nuwaycare.com/annualreturn.html.

MEETINGS OF THE BOARD OF DIRECTORS

During the current Financial Year the Company held 9 meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and listing agreement were adhered to while consideringthe time gap between two meetings.

15.06.2020 30.07.2020 14.08.2020 23.09.2020 19.10.2020
12.11.2020 01.01.2021 13.02.2021 24.03.2021

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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND REPORT THEREON

M/s. Pankaj Chugh and Associates Chartered Accountants Patiala are statutory auditorsof the Company. The Auditors’ Report and Notes on financial statements areself-explanatory and needs no further explanation. Further the Auditors’ Report forthe current financial year is annexed herewith 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 some Related Parties Transactions as defined under Section188 of the Companies Act 2013 with related parties as defined under Section 2 (76) of thesaid Act and relevant detail is given in Form AOC-2 attached with this report.

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 following changes have occurred in the constitutionof Board of Directors and KMP of the company

S.N. Name Designation Changes Date of Change
1. Manminder Singh Narang CFO Appointed 01.01.2021

Mr. Parvesh Chander Sabharwal independent director of the Company expired on02.05.2021after close of current financial year.

DEPOSITS

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

PARTICULAR OF EMPLOYEES

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 Mr. Ravinder Kumar PCSRajpura confirming compliance of conditions of Corporate Governance as stipulated in theListing Agreement with the Stock Exchanges forms part of the Board Report. According toSchedule V Part II Section II-point IV states that:

a) The remuneration package of the directors are as follows:

Name of Director Kuwarinder Singh
Salary Rs. Nil.
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

Mr. Harpal Singh and Mr. Parvesh Chander Sabharwal are independent directors of theCompany at the close of financial year. Mr. Parvesh Chander Sabharwal expired on02.05.2021 and the Board could not be able to appoint new Independent Director in hisplace due to ongoing situation caused by COVID-19 in the Country. Board of Directors ofthe Company hereby confirms that remaining Independent director as on the date of thisreport has given the declaration and they meet the criteria of independence as providedunder section 149(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 was reconstituted and at present comprises of two Non-ExecutiveIndependent Directors and one non-executive Promoter Director at the close of currentfinancial year. As Mr. Parvesh Chander Sabharwal Non-Executive / Independent Directorexpired on 02.05.2021 Mr. Kuwarinder Singh was appointed as member of Committee in hisplace. The table sets out the present composition of the Committee as under-

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mr. Harpal Singh Chairman Non-Executive / Independent Director
2 Mr. Kuwarinder Singh Member Executive / Promoter Director
3 Ms. Gursharan Kaur 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 Committee wasreconstituted and at present comprises of two Non-Executive Independent Directors and onenon-executive Promoter Director at the close of current financial year. As Mr. ParveshChander Sabharwal Non-Executive / Independent Director expired on 02.05.2021 Mr.Kuwarinder

Singh was appointed as member of Committee in his place. The table sets out the presentcomposition of the Committee as under-

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mr. Harpal Singh Chairman Non-Executive / Independent Director
2 Mr. Kuwarinder Singh Member Executive / Promoter Director
3 Ms. Gursharan Kaur 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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was reconstituted during the year and according toSection 178 of the Companies Act 2013 which at present comprises of two Non-executiveIndependent Directors and one non-executive Promoter Director at the close of currentfinancial year. As Mr. Parvesh Chander Sabharwal Non-Executive / Independent Directorexpired on 02.05.2021 Mr. Kuwarinder Singh was appointed as member of Committee in hisplace. The table sets out the present composition of the Committee as under-

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mr. Harpal Singh Chairman Non-Executive / Independent Director
2 Mr. Kuwarinder Singh Member Executive / Promoter Director
3 Ms. Gursharan Kaur 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 certain qualifications/adverse remarks in the Secretarial Audit Report whichBoard has ordered corrective actions. Further the Secretarial Audit Report as provided byRavinder Kumar Practicing Company Secretary for the current financial year is annexedherewith 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 duringthe year under review.

b. sweat equity-The Company has not issued any Sweat Equity Shares during the yearunder 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 tothe 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 thatInternal Financial 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 aproduction capacity of 45 Kilolitre per day. Your Directors are optimistic about thefuture prospects of the Company.

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 57.90 crores and net worth ofthe company is Rupees (33.84) crores at the end of current financial year.

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.The company has complied with provisions relating to the constitution of InternalComplaints Committee and an Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment. The following is a summary of sexualharassment complaints received and disposed off during the year - No. of complaintsreceived: Nil -No. of complaints disposed off: NA.

COMPLIANCES OF ALL LAWS

The Board hereby states that the company has devised proper systems to ensurecompliance of all laws applicable to the company.

COST RECORDS

The provisions of Section 148(1) of the Companies Act 2013 for maintenance of costrecords are not applicable as there were no operations during the year.

SECRETARIAL STANDARDS

The Directors state that the Company has complied with both the applicable SecretarialStandards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors’and ‘General Meetings’ respectively.

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
for NUWAY ORGANIC NATURALS INDIA LIMITED
Sd/-
DATE:30.06.2021 KUWARINDER SINGH
PLACE: RAJPURA MANAGING DIRECTOR
DIN-08070302

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