Wellness Noni Limited.
Your Directors have a great pleasure to present the 22nd Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditor's Report thereon for thefinancial year ended 31st March 2014.
1) Business / Financial Results
The working results of the company for the year under report are as under:
|Particulars ||For the financial period ended 31st March2014 ||For the financial period ended 31st March2013 |
| ||(Amount in Rupees) ||(Amount in Rupees) |
|Turn Over ||4440743.15 ||3957322.61 |
|Profit Before Depreciation ||676026.58 ||589884.20 |
|Depreciation ||83238.00 ||71980.00 |
|Profit / (Loss) after Depreciation ||592788.58 ||517904.20 |
|Provision for Tax ||189000.00 ||170000.00 |
|Net Profit After Tax ||403788.58 ||347904.20 |
|Balance Carried over to Balance Sheet ||403788.58 ||347904.20 |
a) Review of Operation:
During the financial year under review the Company has made a turnover of Rs4440743.15 from its operation as against Rs. 3957322.61 for the previous financialyear. The net profit after tax for the financial year is Rs. 403788.58 as against Rs.347904.20 for the previous financial year..
Your Directors are continuously looking for the avenues for future growth of thecompany.
b) Share Capital:
During the year the Company had not allotted any shares during the year and therebythe subscribed and paid share capital of the company stands as Rs.320.00 laks at the endof the financial year 2013-2014.
c) Material Changes and Commitments:
There are no material changes and commitments 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 the report. However the company is optingfor the merger plan with a private limited company of "Noni Biotech PrivateLimited" engaged in the manufacture of NONI Products which has good fame andreputation for its product in prevailing market and financially sound and well offposition. The effective date for the Merger is from 01-04-2014 subject to necessaryapprovals.
d) Change in the nature of business :
During the period under review there is no change in the nature of business.
e) Dividend :
To strengthen the capital base Your Directors do not recommend any dividend for thefinancial year ended 31st Mach 2014
f) The amount to be proposed to carry to reserves:
The Board of directors has recommended the amount of profits of Rs. 403788.58 to becarried to General Reserves.
g) Details of Subsidiary / Joint Venture / Associate Companies:
During the financial year 2013-14 the company neither acquired nor became thesubsidiary or joint venture or associate company.
The company has during the year not accepted any deposits from the public. Since thecompany does not have any liability of public deposits during the year there is nodeposit remaining unpaid or unclaimed as at the end of the year and no repaymentobligation on deposit and interest thereon and default thereof are applicable.
3) Directors' Responsibility Statement:
The Board of Directors of the Company confirms that:
a. In preparation of the Annual Accounts the applicable accounting standards have beenfollowed.
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 or 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.
e. The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
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.
4) Directors Board Committees Key Managerial Personnel and Remuneration:
a) Present Board of Directors of Wellness Noni Limited :
|Sl.No Name of the Director ||Designation |
|1 Prof. P. I. Peter ||Director |
|2 S. Kala ||Director |
|3 M. Devi Prabha ||Director |
|4 M. Sivakumar ||Director |
|5 S. Sridhar ||Director |
|6 A. Arunachalam ||Director |
|7 T. Thanigaikumar ||Director |
|8 S. Sunder Singh ||Director |
b) The statement on declaration given by the independent directors has been enclosed.
c) Re-appointment of Independent Director after completion of five year term:
Sl.No Name of the Director
1 P. I. Peter
2 M. Devi Prabha
3 S. Kala
4 S. Sunder Singh
d) Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatter provided under subsection (3) of section 178.
e) During the year Mr.S.Sunder Singh has been appointed as Additional IndividualDirector for the Company
g) Particulars of loans guarantees or investments:
During the year the company has not made any loans guarantees or investments undersection 186 of the Companies Act 2013.
h) Particulars of contracts or arrangements with related parties:
During the year the company has entered the contracts and arrangements with relatedparties the particulars of which are described as follows:
|Sl.No Related Party ||Nature of Contract ||Aggregate Value of Contract |
|1 Noni Biotech Pvt.Ltd ||Selling of Products ||Rs. 4440743.00 |
i) Composition of Audit Committee :
The following are the members of the Audit Committee.
|Sl.No. Name of the Member ||Status of the Member |
|1 M. Sivakumar ||Chairman |
|2 S.Kala ||Member |
|3 A.Arunachalam ||Member |
j) Nomination and Remuneration Committee:
Remuneration committee as contemplated under the listing agreement is presentlynon-mandatory and hence not constituted
k) Remuneration Policy :
The Company has not appointed any Managing Director or Executive Director and hence nomanagerial remuneration has been paid.
Composition of SHAREHOLDERS COMMITTEE
|Sl.No. Name of the Member ||Status of the Member |
|1 S. Sridhar ||Chairman |
|2 A. Arunachalam ||Member |
|3 T. Thanigaikumar ||Member |
|4 M. Sivakumar ||Member |
5) Particulars of Conservation of Energy Technology Absorption Foreign Exchange
Earnings and Outgo:
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.
c) During the year the company has not incurred any expenditure on research anddevelopment.
c) Foreign Exchange Earnings and Outgo:
There has been no foreign exchange earnings and outgo during the period.
6) Particulars of Employees
During the year no employee has received remuneration in excess of Rs.60 lakhs for thewhole year or Rs.5 lakhs per month for the part of the financial year or remuneration inexcess of that drawn by the Managing Director / Whole Time Director /Manager and holding2% or more of equity share capital of the company (himself along with spouse and dependentchildren).
4) Disclosure on CSR and Other Policies:
a) Composition of CSR Committee
b) The details about the policy developed and implemented by the company on corporatesocial responsibility initiatives taken during the year.
c) A statement indicating development and implementation of a risk management policyfor the company including identification therein of elements of risks if any which inthe opinion of the Board may threaten the existence of the company.
Mr. B. Balasubramanian Chartered Accountants Chennai was appointed as statutoryauditors by the members at the Annual General Meeting held on 5th September 2013 andholds office till the date of Annual General Meeting. He has expressed his unwillingnessto be re-appointed as Statutory Auditor of the company.
Mr. A. Siva Chartered Accountant Chennai has expressed his willingness to acceptappointment as Statutory Auditor of the company to hold office from the conclusion ofensuing Annual General Meeting till the conclusion of next Annual General Meeting ofmembers. The company has received a certificate from him under Section 141 of theCompanies Act 2013 confirming that he is eligible for appointment.
The Audit Committee and the Board has reviewed his eligibility for appointment asStatutory Auditor of the company and recommend his appointment for the aforesaid period.
8) Observations in Audit Reports:
Since Auditor's observation and Notes to Financial Statements are self explanatory innature Board's explanations are not required.
9) Secretarial Audit Report under section 204 of the Act is not required to be Annaxedto Board's Report.
10) During the year the company has not exercised any Buy-Back option of its own shareu/s.67.g.
Industrial relations continued to be cordial during the financial year.
The securities of the Company are listed on the Bombay Stock Exchange Limited andMadras Stock Exchange Ltd. The Company has duly paid the listing fees to all the aforesaidStock Exchanges for the year 2013-14.
The Company has complied with the mandatory provisions of Corporate Governance asprescribed under the Listing Agreement of the Stock Exchanges with which the Company'sshares have been enlisted. A separate Report on Corporate Governance is enclosed as a partof this Annual Report.
A certificate as to Compliance of the conditions of Corporate Governance as stipulatedunder Clause-49 of the Listing Agreement is annexed to the Report on Corporate Governance.
SECRETARIAL COMPLIANCE CERTIFICATE UNDER 383A OF THE COMPANIES ACT 1956
The Compliance Certificate received in accordance with the provisions of Section 383Aread with the Companies (Compliance Certificate) Rules 2001 is annexed to the Director'sReport and forms part of this Annual Report. The above said Compliance Certificate isself-explanatory and needs no comments.
The Board placed on record its appreciation for the assistance and co-operationreceived from the Banks Stock Exchanges and Government Authorities. The Board also placeson record its gratitude to the employees at all levels for their commitment and dedicatedefforts. The Directors are also thankful to the shareholders for their continued supportto the Company.
For and on Behalf of the Board of Directors
| ||Sd/- ||Sd/- |
|Place : Chennai ||P.I. Peter ||S Kala |
|Date : 30.05.2014 ||Director ||Director |