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Nuway Organic Naturals India Ltd.

BSE: 531819 Sector: Others
NSE: N.A. ISIN Code: INE414L01012
BSE 05:30 | 01 Jan Nuway Organic Naturals India Ltd
NSE 05:30 | 01 Jan Nuway Organic Naturals India Ltd

Nuway Organic Naturals India Ltd. (NUWAYORGANIC) - Director Report

Company director report

The Directors of your company have pleasure in presenting the 23rd AnnualReport together with Audited Accounts of

the company for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS
Standalone (Rs. In Crores)
Particulars 2017-18 2016-17
Gross Income 0.45 17.39
Profit /Loss Before Interest and Depreciation -1.38 -2.12
Finance Charges 2.64 2.78
Depreciation & Amortization Expenses 3.17 3.84
Profit /(-)Loss Before Tax -7.19 -8.74
Profitision for Tax 0.00 0.00
Net Profit/Loss After Tax -7.19 -8.74
Profit/Loss carried to Reserve & Surplus Account -7.19 -8.74

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Turnover of the stood at Rs. 0.45 crores only and the Company has suffered a loss tothe tune of Rs. 7.19 crores as compared to the previous year turnover of Rs. 17.39 croresand a loss of Rs. 8.74 crores. The turnover of the Company is very low and the Company hassuffered losses as the operations were closed due to financial constraints during the yearand that the plant at Rajpura has been in default of interest/installments. The unit hasbeen physically taken over by bank in terms of proceedings under SARFAESI Act. The Companyis in the process to settle with Banks very soon and the Board expects to restart theoperations.

ADOPTION OF IND AS

The Company has adopted Indian Accounting Standards (Ind AS) from 01st April 2017 withthe transition date of 01st April 2016 and accordingly Annual Financial Statements forthe year ended 31st March 2018 have been prepared in accordance with the AccountingStandards as notified under Section 133 of the Companies Act 2013. Figures for the yearended 31st March 2017 have been restated as per Ind AS to make them comparable with thefigures for the year ended 31st March 2018.

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 recommending any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry loss of Rs. 7.19 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 theProfitisions 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 Profitisions 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 financial statement relate and on thedate of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the current Financial Year the Company held 8 meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. TheProfitisions of Companies Act 2013 and listing agreement were adhered to whileconsidering the time gap between two meetings.

30.05.2017 08.08.2017 14.08.2017 14.11.2017 21.11.2017
06.01.2018 14.02.2018 15.03.2018

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 applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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 that period; (c) Thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the Profitisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) The directorshad prepared the annual accounts on a going concern basis; and (e) The directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. (f) The directors haddevised proper systems to ensure compliance with the Profitisions of all applicable lawsand

AUDITORS AND REPORT THEREON

M/s. Miglani Rakesh & Associates Chartered Accountants Rajpura was appointed asStatutory Auditors for a period of four years in the Annual General Meeting held on 30thSeptember 2014. Their term has been over and the Board has appointed M/s. Pankaj Chughand Associates Chartered Accountants Patiala (FRN-026311N) as Statutory Auditors of theCompany for a period of five years from the financial year 2018-19 to 2022-23 which is tobe and apProfited by shareholders in the ensuing Annual General Meeting. There are somequalifications/adverse remarks in the Auditors' Report detail of qualifications and theexplanation by the Board of Directors is given as an attachment to the report. The Noteson financial statements are self-explanatory and needs no further explanation. Furtherthe Auditors' Report for the financial year ended 31st March 2018 is annexed herewith foryour 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 Profitision is not applicable.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions in ordinary course ofbusiness at arm' s length as defined under Section 188 of the Companies Act 2013 withrelated parties as defined under Section 2 (76) of the said Act. Further all the necessarydetails of transaction entered with the related parties are attached herewith in FormNo.AOC-2 for your kind perusal and information.

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 Profitided 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 the following changes have occurred in theconstitution of Board of Directors and

KMP of the company

S.N. Name Designation Changes Date of cessation
1 Manminder Singh Narang Director resigned 15.03.2018
2 Tripinder Singh Sahi Director Appointed as Independent Director 15.03.2018

Mr. Surinder Ahuja Independent Director has resigned on 18.06.2018.

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 Profitisions 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 thedirectors are as follows:

Name of Director Anchal Narang
Salary 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

Sh. Surinder Ahuja has resigned on 18.06.2016 and Mr. Tripinder Singh Sahi wasappointed as Independent Director by the Board on 15.03.2018 and that Mrs. GinnySingh was appointed as independent directors by shareholders on 30th September2014 and the Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as Profitided under 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 executive Director. The table sets out the composition ofthe Committee as on 31.03.2018-

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mr. Tripinder Singh Sahi Chairman Non Executive / Independent Director
2 Mrs. Ginny Singh Member Non Executive / Independent Director
3 Mrs. Anchal Narang Member 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 toattract retain and motivate Directors of the quality required to run the Companysuccessfully; b. relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and c. remuneration to Directors Key ManagerialPersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany 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 apProfital from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per Profitisions 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 apProfited by Board in Board meeting subject to the subsequentapProfital of the shareholders at the General Meeting and such other authorities as maybe required. 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 AuditCommittee was reconstituted and at present comprises of two Non-executive IndependentDirectors and one executive Director. The table sets out the composition of the Committeeas on 31.03.2018-

S.N. Name of the Director Position held in the Committee Category of the Director
1 Mr. Tripinder Singh Sahi Chairman Non Executive / Independent Director
2 Mrs. Ginny Singh Member Non Executive / Independent Director
3 Mrs. Anchal Narang Member 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 Reportwhich Board has ordered corrective actions. Further the Secretarial Audit Report asProfitided by Ravinder Kumar Practicing Company Secretary for the financial year ended31st March 2018 is annexed herewith 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 Profitisions 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 itssecurities during the year under review. b. sweat equity-The Company has not issuedany Sweat Equity Shares during the year under review. c. bonus shares-No BonusShares were issued during the year under review. d. employees stock option plan-TheCompany has not Profitided any Stock Option Scheme to the 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 that InternalFinancial 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 outstandingshares in the suspense account lying at the beginning of the year=nil ii. Number ofshareholders who approached issuer for transfer of shares from suspense account during theyear=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 thesuspense account lying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT i. Aggregate number of shareholders and theoutstanding shares lying in the Unclaimed Suspense Account at the beginning of theyear=nil ii. Number of shareholders who approached the issuer for transfer of shares fromthe Unclaimed Suspense

Account during the year=nil iii. Number of shareholders to whom shares were transferredfrom the Unclaimed Suspense Account during the year=nil iv. Aggregate number ofshareholders and the outstanding shares lying in the Unclaimed Suspense Account at the endof 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.