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Wellness Noni Ltd.

BSE: 531211 Sector: Others
NSE: N.A. ISIN Code: INE571H01017
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OPEN 7.22
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VOLUME 100
52-Week high 13.93
52-Week low 7.22
P/E
Mkt Cap.(Rs cr) 2
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Wellness Noni Ltd. (WELLNESSNONI) - Director Report

Company director report

TO THE SHAREHOLDERS

To

The Members

BOARD'S REPORT

The Directors hereby present the 29th Annual Report together with the audited accountsof the company for the year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2021 is as follows:

Particulars For the year ended
31.03.2021 31.03.2020
Revenue from operations 56774729 68777995
Other Income 408633 59435
Total Income 57183362 68837430
Exceptional items 12716580 -
Total Expenses 54640199 63157634
Tax Expenses (40717) (1542849)
Profit/(Loss) after Tax (10132700) 4136946

2. DIVIDEND

Due to strengthening the Working Capital base of the company your Directors do notrecommend any dividend for the financial year ended 31st March 2021.

3. TRANSFER TO GENERAL RESERVE

There has been no transfer to the general reserve of the company for the financial year2020-2021.

4. SHARE CAPITAL

The paid up equity share capital as on March 31 2021 is Rs. 320.00 lakhs divided into3200000 equity shares of Rs. 10/- each and no changes has taken place during the year.During the year the Company has not issued any Equity Shares Sweat Equity SharesEmployee Stock Option and not called for Buy back of Shares during the financial year.

5. Deposits:

The Company has not accepted deposits falling within the ambit of Chapter V of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014 during theyear. There were no outstanding deposits at the end of the year.

6. Listings

Your Company is listed on BSE Ltd Mumbai.

7. Significant or Material Orders Passed by Regulators/Courts

During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

8. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2021 and the date of this Directors' Report.

9. Details of Subsidiary/Joint Venture/Associate Companies:

During the financial year 2020-21 the company neither acquired nor became thesubsidiary. There are no associate companies or joint venture companies within the meaningof section 2(6) of the Companies Act 2013 ("Act"). Also there has been nomaterial change in the nature of the business of the subsidiaries.

10. Directors' Responsibility Statement

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act 2013the Board to the best of its knowledge and belief and according to the information andexplanations obtained by it confirms that:

a) In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) The Directors have 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 have 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 have prepared the Annual accounts for the financial year ended March31 2021 on a going concern basis;

e) The Directors have laid down Internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and that such systems were adequate and operating effectively

11. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR.

Not Applicable to the company

12. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not Applicable to the company

13. Board of Directors Board Meetings and Key Managerial Personnel

A. Composition of the Board of Directors

As on 31st March 2021 the Board of Directors of the company comprises of a ManagingDirector who is a professional director of the company One Executive Director and ThreeIndependent Directors. The Company also has Two Women Directors which include OneIndependent Director.

B. RETIRING BY ROTATION

In terms of Section 152 of the Companies Act 2013 Shri. Yakub Ashrafali (DIN-02520292) liable to retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment. The Board of Directors have recommended there-appointment of Shri. Yakub Ashrafali (DIN- 02520292) retiring by rotation on therecommendation of Nomination & Remuneration Committee.

Subject to the approval of the Shareholder at the ensuing AGM the Board of Directors ofthe Company on the recommendation of Nomination & Remuneration committee recommendthe induction of Shri. Yakub Ashrafali (DIN- 02520292) as whole Time Director as morefully set out in Item No. 2 of the Notice of the AGM.

C. Changes in Directors and Key Managerial Personnel

Smt. Aparna madhu was appointed as a Company Secretary of the Company w.e.f 06thJanuary 2021.

D. Declaration by independent directors

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.

E. Committees of the Board of Directors

In compliance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 and to have a focused attention on specific matters the Board ofDirectors has constituted various committees herein under. These Committees are entrustedwith such powers and functions as are detailed in their terms of reference.

1. Audit Committee

2. Nomination & Remuneration Committee

3. Shareholders Relationship Committee

Audit Committee

As on 31st March 2021 the Audit Committee of the Company comprises of the followingmembers:

Mrs. S. Kala - Chairman & Executive Director

Shree Kalaivani - Member and Independent Director

Shree Perumal Varadharaj - Member and Independent Director

Nomination and Remuneration Committee

As on 31st March 2021 the Nomination and Remuneration Committee comprises of ShreeKalaivani as the chairperson of the committee and Shree Perumal Varadharaj and Mr. AnthonySiluvai Raj Georgia as the Members of the committee.

Shareholders Relationship Committee

As on As on 31st March 2021 Shareholders Relationship Committee comprises of Mr.Perumal Varadharaj as the chairman of the committee and Shree Kalaivani and Mr. AnthonySiluvai Raj Georgia as the Members of the committee.

14. BOARD MEETINGS and COMMITTEE MEETINGS

The Board of Directors met 7 times during this financial year on 29/05/202027/07/2020 08/09/2020 14/11/2020 30/11/2020 06/01/2021 14/02/2021. The maximuminterval between any two meetings did not exceed 120 days.

The members of the Company met 1 time during this financial year on 30/12/2020.

Name of the Directors Attendance at Board Meeting Attendance at last AGM (30th December 2020) Attendance at last EGM (22nd August 2020)
S. Kala 7 1 1
Perumal Varadharaj 7 1 0
Shreekalaivani 7 1 1
Anthony Siluvai Raj Georgia Silvus Benata 7 1 0
Y. Ashraf Ali 7 1 1

Audit Committee also met 7 times during this financial year on 29/05/2020 27/07/202008/09/2020 14/11/2020 30/11/2020 06/01/2021 14/02/2021.

Name of the Directors Attendance at Audit Committee
S. Kala 7
Perumal Varadharaj 7
Shreekalaivani 7

Nomination and Remuneration Committee met 3 times on 27/07/2020 14/11/2020 and on06/01/2021.

Name of the Directors Attendance at Nomination and Remuneration Committee
Shreekalaivani 3
Perumal Varadharaj 3
Anthony Siluvai Raj Georgia Silvus Benata 3

The Shareholders Relationship Committee met on 14th February 2021.

Independent Directors met once during this financial year on 14th February 2021.

15. The amount to be proposed to carry to reserves :

The company has not transferred any amounts to the reserves during the year underreview.

16. Remuneration Policy :

The Company's policy on Remuneration to Directors Key Management Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting long term andshort term performance objectives appropriate to the working of the Company and itsgoals.

The Company considers qualifications positive attributes area of expertise number ofdirectorship held in other companies and recommends suitable persons taking into accountthe Company's special needs.

The Company has arrived at a set of criteria for appointment and remuneration takinginto account their qualifications experience and seniority suitability to the group andmarket situation.

17. Policy on director's appointment and remuneration:

The Company's current policy is to have an appropriate mix of Executive and IndependentDirectors to maintain the independence of the board and separate its functions ofgovernance and management. As on March 31 2021 the Board consists of 5 Directors 3/5thof them being independent directors. It comprises the managing director and an executivedirector both being promoters and 3 independent directors. The board periodicallyevaluates the need for change in its composition and size.

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under subsection (3) of Section 178 of the Companies Act2013 are formulated by the Nomination and Remuneration Committee and is outlined in theNomination Evaluation & Remuneration policy of the Company.

18. Board Evaluation :

Pursuant to the provisions of the Companies Act 2013 the board has carried out theannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration StakeholdersRelationship. A structured questionnaire was prepared after taking into considerationinputs received from the directors covering various aspects of the board's functioningsuch as adequacy of the composition of the board and its Committees Board cultureexecution and performance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the board who were evaluated on parameters such asparticipation and contribution bya director commitment including guidance provided tothe senior management outside of board / committee meetings effective deployment ofknowledge and expertise effective management of relationship with various stakeholdersindependence of behavior and judgment etc. The performance evaluation of the IndependentDirectors was carried out by the entire board. The performance evaluation of the Chairmanand Managing Director were carried out by the Independent Directors.

The board also reviewed the performance senior managerial personnel.

19. Related Party Transactions

All contracts or arrangements entered into by the Company with its related partiesduring the financial year were in accordance with the provisions of the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. All such contracts or arrangements were on arm's lengthbasis and in the ordinary course of business and have been approved by the AuditCommittee.

No material contracts or arrangements with related parties were entered into during theyear under review.

The board has decided that in order to sustain quality standards of the Company in thebest interest of the Company and its shareholders major transactions of the Companypertaining to services have been since long with M/s. Noni Biotech Pvt. Ltd. Consideringthe prevailing market trend these transactions will continue in the year 2021-2022.

Accordingly no transactions are required to be reported in Form No. AOC-2 in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.

20. Auditors

M/s John Moris & Associates Chartered Accountants Chennai (Registration Number:007220S) were appointed statutory auditors of the company for a period of five consecutiveyears commencing from the conclusion of the 28th Annual General Meeting held on 30thDecember 2020 till the conclusion of the 33rd Annual General meeting subject to theratification of their appointment by the shareholders at the Annual General Meeting everyyear. However as per the amendment in Section 40 of the Companies Amendment Act 2017 theratification of the appointment of statutory auditor at the Annual General Meeting everyyear is not required.

21. Internal Audit & Controls

The board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding of itsassets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

The company has appointed Prabhakaran & Associates Chartered Accountant as memberof Internal Audit Committee of the company who is having adequate experience in the fieldof accounts and finance is performing the duties of internal auditors of the company.

22. Secretarial Audit Report

Your Board appointed Mr. Dusmanta Kumar Barick Practising Company Secretary of M/s.DKB & Associates to conduct secretarial audit of the Company for the financial yearended 31st March 2021. The Report of M/s. DKB & Associates is provided in theAnnexure A forming part of this Report pursuant to Section 204 of the Act.

23. Reply to qualification in the Secretarial Audit Report as follows

1. the Company has not filed the e-form with the Registrar of Companies for resignationof Company Secretary.

Steps has been initiated to file the above e-form with MCA immediately.

2. The company has not updated the its website and mandatory information required to beupdated as per provisions of the Act and SEBI LODR Regulations 2015

Due to technical error at the portal Server some of the details were not able to viewand the company is in the process of fixing the portal server problem.

3. The Audited Financial Statements of the Company were not signed as per provisions ofSection 134 of the Act and the report of directors is as per sub-section (3) (4) and (5)thereof.

The Company will comply the same in future.

4. The majority of the revenue of the Company is from related party transaction whichas per the representation from the Company is in ordinary course of business and on armslength basis.

Self explanatory and need not provide any comment on the above mentioned point

5. Company was not required to comply with the Corporate Governance requirement as perRegulation 15 (2) of Securities and Exchange Board of India (Listing Obligations andDisclosures Requirements) Regulations 2015.

Self explanatory and need not provide any comment on the above mentioned point.

24. Disclosure of Information as required under section 134 (3) (m) of the CompaniesAct 2013 (ACT) read with the companies (Accounts) Rules 2014:

a) Conservation of Energy:

As an ongoing process the Company undertakes various measures to save energy andreduces its consumption.

b) Technology Absorption:

During the period the company has not absorbed any technology for product improvementcost reduction product development import substitution etc.

During the year the company has not incurred any expenditure on research andDevelopment.

(c) During the year the company has earned Rs.10553997/-by way of foreign exchangeearnings by selling the products abroad.

25. Details in respect of adequacy of internal financial controls

The board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding of itsassets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

26. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

27. Extract of Annual Return

In accordance with Section 92(3) of the Companies Act 2013 every company shall placea copy of the annual return on the website of the Company if any and the web-link ofsuch annual return shall be disclosed in the Board's report. A copy of the Annual returnof the Company is available on the website of the Company http://www.wellnessnoni.net/under the "Investors" section.

28. Corporate Social Responsibility (CSR)

With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having net worth of Rs. 500 crores or more or turnover ofRs. 1000 crores or more or net profit of Rs. 5 crores or more during any financial yearhave to spend at least 2% of the average net profit of the Company made during the threeimmediately preceding financial years.

Accordingly the provisions of CSR activities under Companies Act 2013 do not apply toyour company.

29. Corporate Governance

Compliance with the provisions of under Regulation 27(2) of SEBI (Listing Obligations& Disclosures Requirement) Regulation 2015 shall not apply to your company as paid upequity share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Croresas on the last day of the previous financial year as per circular of SEBI bearing numberCIR/CFD/POLICY CELL/7/2014 dated 15th September 2014.

30. Particulars of loans guarantees or investments under section 186

There were no transactions in the company falling under section 186 of the CompaniesAct 2013.

31. Remuneration ratio of the directors / Key Managerial Personnel (KMP) / employeesThe information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

S.No. Name Designation Remuneration paid FY 2020-21 in lakhs Remuneration paid FY 2019-20 in lakhs Increase in remuneration from previous year in lakhs Ratio/Times per Median of employee remuneration
1 S. Kala Managing Director 12.70 11.00 15.45% 4.57
2 Y. Ashraf Ali Exec. Director 9.57 7.14 34.03% 3.44
3 Aparna Madhu Secretary 0.90 0.00 100% 1.29

Note: The Company secretary was appointed only on 02nd January 2021.

The number of permanent employees on the rolls of company as on 31st March 2021 is 13.

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration - NotApplicable

The key parameters for any variable component of remuneration availed by the directors- Not Applicable

The names of the top ten employees in terms of remuneration drawn and the name of everyemployee - Not Applicable

We hereby affirm that the remuneration paid by the company is as per the remunerationpolicy of the company .

32. Particulars of Employees :

The company has not paid any remuneration to the Independent directors.

33. Issue of employee stock options :

During the period under review the company has not issued any shares under EmployeeStock Options to their employees.

34. Human Resources :

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

35. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 :

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy.

During the year Company has not received any complaint of harassment.

36. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report :

No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates till the date of the report.

37. Risk management policy

Your Company endeavours to continually sharpen its Risk Management systems andprocesses in line with a rapidly changing business environment. Details on the Company'srisk management framework risk identification risk evaluation mitigation measures andmonitoring mechanism forms part of the management's discussion and analysis section ofthis annual report.

38. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2021 which wouldimpact the going concern status and future operations of your Company.

The company has not obtained material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

39. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations AndDisclosures Requirements Regulation (SEBI LODR) 2015 the Management's discussion andanalysis is provided in Annexure B. in this Annual Report.

40. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

for WELLNESS NONI LIMITED
S. Kala Y. Asharaf Ali
Date : 06-09-2021 Managing Director Director
Place : Chennai DIN 00871183 DIN 02520292
ANNEXURE INDEX
Annexure Content
A MR-3 Secretarial Audit Report
B Management Discussions And Analysis Report
C Other Annexure to the Directors' Report

.