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Wellness Noni Ltd.

BSE: 531211 Sector: Others
NSE: N.A. ISIN Code: INE571H01017
BSE 00:00 | 26 Jul 12.35 0.45
(3.78%)
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NSE 05:30 | 01 Jan Wellness Noni Ltd
OPEN 11.35
PREVIOUS CLOSE 11.90
VOLUME 1400
52-Week high 16.55
52-Week low 4.56
P/E 15.25
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.35
CLOSE 11.90
VOLUME 1400
52-Week high 16.55
52-Week low 4.56
P/E 15.25
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wellness Noni Ltd. (WELLNESSNONI) - Director Report

Company director report

to the Shareholders

To

The Members

Your Directors have pleasure in presenting their 28th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31st March 2020.

1. Financial summary or highlights/Performance of the company (Standalone):

The Board's Report shall be prepared based on the standalone financial statements ofthe company.

Particulars For the financial period ended 31-03-2020 For the financial period ended 31-03-2019
(Rs.) (Rs.)
Revenue From Operations 68777995/- 87928812 /-
Other Income 59435/- 18800 /-
Total Income 68837430 /- 87947612 /-
Total expenses 63157635 /- 80364379 /-
Tax expense: 1542849 /- 0
(1) Current tax 1580119 /- -1992919-
(2) Deferred tax -37270/- -9874/-
Profit (Loss) for the period from
continuing operations 4136947/- 5580439 /-

2. Turn over & Review of Operation:

The tough and challenging business environment continued during the year 2019-20 aswell. During the current year the Company achieved a turnover of Rs. 687.77 Lakhs asagainst Rs. 879.28 lakhs during the same period of previous year. This generated anoverall net profit of Rs. 41.36 Lakhs for the financial year under review. Your Directorsare continuously looking for the avenues for future growth of the company.

3. Change in nature of business

During the year the Company has continued with its business and operation and nochanges in the business have taken place.

4. Dividend

Due to strengthening the Working Capital base of the company your Directors do notrecommend any dividend for the financial year ended 31st March 2020.

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. Share Capital

The paid up equity share capital as on March 31 2020 is Rs. 320.00 lakhs divided into3200000 equity shares of Rs. 10/- each and no changes has taken place during the year.During the yar 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.

8. 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.

9. 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 2020 and the date of this Directors' Report.

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

During the financial year 2019-20 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.

11. Directors' Responsibility Statement

As required under Section 134 of the Companies Act 2013 your Directors confirmhaving:

a) followed in the preparation of the Annual Accounts the applicable accountingstandards with proper explanation relating to material departures if any;

b) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit ofyour Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that suchinternal financial controls were adequate and operating effectively; and f) devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

12. Board of Directors Board Meetings and Key Managerial Personnel

A. Composition of the Board of Directors

As on 31st March 2020 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. Induction and Resignation of Directors

Durign the year Mr. Perumal Varadharaj (DIN: 08713201) and Mr. Anthony Siluvai RajGeorgia Silvus Bena (DIN: 08713886) was appointed as an Independent Directors &Additional Directors on the Board of the Company on 11th March 2020 on the recommendationof the Nomination and Remuneration Committee of the Board. The appointment of Mr. PerumalVaradharaj (DIN: 08713201) and Mr. Anthony Siluvai Raj Georgia Silvus Bena (DIN: 08713886)has been confirmed by the shareholder at the Extrodinary general meeting held on 22ndAugust 2020.

Mr. A.Arunachalam (DIN 03497774) was resigned from the post of an Independent Directorof the company with effect from 14th August 2019.

Mr. Rajalingam Rajarajan was appointed as Whole Time Director of the Company witheffect from 28th September 2019 and resigned from the post of Director with effect from23rd October 2019.

Mr. Yakub Ashraf Ali was appointed as Whole Time Director of the Company with effectfrom 28th September 2019.

C. 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.

D. Changes in Directors and Key Managerial Personnel

Smt. Suganya Ramamoorthy was resigned as Company Secretary of the Company.

Mr. A.Arunachalam (DIN 03497774) was resigned from the post of an Independent Directorof the company with effect from 14th August 2019.

E. 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.

F. 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 2020 the Audit Committee of the Company comprises of the followingmembers: Mrs. S. Kala - Chairman & Executive Director Shree Kalaivani - Member andIndependent Director Shree Perumal Varadharaj - Member and Independent Director

Nomination and Remuneration Committee

As on 31st March 2020 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 2020 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

13. BOARD MEETINGS and COMMITTEE MEETINGS

The Board of Directors met 7 times during this financial year on 30/05/201914/08/2019 20/12/ 2019 06/01/2020 31/01/2020 14/02/2020 and 11/03/2020. The maximuminterval between any two meetings did not exceed 120 days.

Name of the Directors Attendance at Board Meeting Attendance at last AGM
(28th September 2019)
S. Kala 5 1
Perumal Varadharaj 1 0
Shreekalaivani 5 1
Anthony Siluvai Raj Georgia Silvus Benata 1 0
Y. Ashraf Ali 5 1

Audit Committee also met 7 times during this financial year on 30/05/2019 14/08/201920/12/2019 06/01/2020 31/01/2020 14/02/2020 and 11/03/2020.

Name of the Directors Attendance at Board Meeting Attendance at last AGM Attendance at Audit Committee
S. Kala 5 1 5
Perumal Varadharaj 1 0 1
Shreekalaivani 5 1 5

Nomination and Remuneration Committee met 3 times on 14/08/2019 14/02/2020 and11/03/2020.

Name of the Directors Attendance at Board Meeting Attendance at last AGM Attendance at Nomination and Remuneration Committee
Shreekalaivani 5 1 3
Perumal Varadharaj 1 1 1
Anthony Siluvai Raj Georgia Silvus Benata 1 1 1

The Shareholders Relationship Committee met on 30th May 2019.

Independent Directors met once during this financial year on 11th March 2020.

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

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

15. 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.

16. 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 2020 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 sub-section (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.

17. 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 evaluationof the working of its Audit Nomination and Remuneration StakeholdersRelationship. A structuredquestionnaire 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.

18. 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 2020.

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.

19. Auditors

M/s. A JOHN MORIS & CO. Chartered Accountants (Firm Registration No. 007220 S)was appointed as statutory auditor of the Company in the EGM held on 22nd August 2020 whoholds office till the conclusion of the annual general meeting to be held in the year2020. The Board of Directors recommended to the shareholders for the appointment of M/s. AJOHN MORIS & CO. Chartered

Accountants (Firm Registration No. 007220 S) as statutory auditor of the Company tohold office from the conclusion of the 28th annual general meeting until the conclusion ofthe 33rd annual general meeting to be held in the year 2025. As required under Section 139of the Companies Act 2013 the Company has obtained a written consent from M/s. A JOHNMORIS & CO. Chartered Accountants (Firm Registration No. 007220 S) to suchappointment and also a certificate to the effect that their appointment if made would bein accordance with Section 139(1) of the Companies Act 2013 and the rules made thereunder as may be applicable.

20. Auditors' report

Reply to Auditors Emphasis of Matter as per their auditor's report:

With regard to investment of the Company the investment made by the company on theshares were listed in Madras Stock Exchange which is derecognized there is difficulty indetermining listed market value of the shares and some of the Company names are identifiedin the dissemination board set up by the SEBI.

With regard to Intangible Assets the said losses were prior to old Segment viz. coreFinancial business operation carried right from the incorporation of the company till 2005and from 1-4-2011 the Company has shifted the business operation from its core operationto Manufacturing/Marketing Segment.

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 Mr. K. Prabhakaran Chartered Accountant as member ofInternal Audit Committee of the company who is having adequate experience in the field ofaccounts 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 2020. The Report of M/s. DKB & Associates is provided in theAnnexure 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. In future wewill comply the same.

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. 9375249/- 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

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE B.

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 2019-20 in lakhs Remuneration paid FY 2018-19 in lakhs Increase in remuneration from previous year in lakhs Ratio/Times per Median of employee remuneration
1 S. Kala Managing Director 11 6.50 4.50 5.95%
2 Y. Ashraf Ali Whole Time Director 7.14 1.04 6.1 3.86%
3 B. Rangarajan* CFO 2.39 2.93 0.54 -
4 Suganya Ramamoorthy* Secretary 2 1.5 0.5 -

* Paid till October 2019

32. Particulars of Employees :

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

The company has appointed Mr. Anthony Siluvai Raj Georgia Silvus Benata and Mr. PerumalVaradharaj as Independent Director of the company and he is falling under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

33. Issue of employee stock options :

During the period under review the company has not issued any shares und 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 2020 which wouldimpact the goingconcern 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 C. in this Annual Report.

40. Acknowledgements

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

Date : 30-11-2020 By Order of the Board
Place : Chennai for WELLNESS NONI LIMITED

 

Sd/- Sd/-
S. Kala Y. Asharaf Ali
Managing Director Director
DIN 00871183 DIN 02520292

.