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Wellness Noni Ltd.

BSE: 531211 Sector: Others
NSE: N.A. ISIN Code: INE571H01017
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OPEN 5.75
CLOSE 5.75
VOLUME 500
52-Week high 8.27
52-Week low 2.93
P/E
Mkt Cap.(Rs cr) 2
Buy Price 5.75
Buy Qty 300.00
Sell Price 5.75
Sell Qty 500.00

Wellness Noni Ltd. (WELLNESSNONI) - Director Report

Company director report

to the Shareholders

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31st March 2019

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

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

For the financial period ended 31-03-2019 For the financial period ended 31-03-2018
(Rs.) (Rs.)
Revenue From Operations 879.29 356.91
Other income 0.19 0.08
Total Income 879.48 356.99
Expenses
a) Cost of Material Consumed 514 334.58
b) Purchase of Stock in-Trade 15.54 -28.87
d) Employee benefits Expenses 41.87 8.9
f) Depreciation & Amortization Expenses 2.49 0.55
g) Other Expenses 229.75 11.56
Total Expenses 803.65 326.72
Profit / (loss) before exceptional
items and tax (3-4) 75.83 30.27
Exceptional Items 0 0
Profit / (Loss) before Tax 75.83 30.27
Tax Expenses
1) Current 19.93 8.13
2) Deferred 0.1 -0.05
Total 20.03 8.08
Net Profit /(loss) after Tax 55.8 22.19

2. Turn over & Review of Operation:

The Company achieved a turnover of Rs. 879.29 Lakhs during the current year as againstRs. 356.91 lakhs during the same period of previous year. This generated an overall netprofit of Rs. 55.80 Lakhs for the financial year under review.

In the first Quarter of Financial year 2019-20 the company has achieved sales of Rs.193.43 lakhs as against Rs. 202.26 lakhs during the same period. Your Directors arecontinuously 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 2019.

5. Fixed Deposit

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

6. Listings

Your Company is listed on BSE Ltd Mumbai.

7. Share Capital

The paid up equity share capital as on March 31 2019 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 under review your Company has not issue any shares including shares withdifferential voting rights or sweat equity.

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 2018 and the date of this Directors' Report.

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

During the financial year 2018-19 the company neither acquired nor became thesubsidiary or joint venture.

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 proper systems to ensure compliance with the provisions of all applicablelaws and that such systems 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 2019 the Board of Directors of the company comprises of a ManagingDirector who is a professional director of the company and Two Executive Directorsincluding Two Independent Directors. The Company also has Two Women Directors whichinclude One Independent Director.

B. Induction

The Board of Directors of the Company at their meeting held on May 30 2018 inductedShri. Rajalingam Rajarajan and Mrs. Shreekhalaivani Shanmugam as additional Director ofthe Company and designated as professional Director and Independent directors respectivelywith effect from May 30 2018 on the recommendation of the Nomination and RemunerationCommittee of the Board. Mrs. Kamini has been appointed as additional Director of theCompany and designated as Independent Director with effect from 8th October 2018 on therecommendation of the Nomination and Remuneration Committee of the Board. Mr. Yakub AshrafAli has been appointed as Additional director and designated as Professional director witheffect from 14th February 2019 on the recommendation of the Nomination and RemunerationCommittee of the Board.

The appointment of Shri. Rajalingam Rajarajan and Smt. Shreekhalaivani Shanmugam hasbeen confirmed by the shareholder at the 26th annual general meeting held on 29thSeptember 2018.

In terms of provision of section 161 of the Companies Act 2013 Mr. Yakub Ashraf Alishall hold office upto the date of ensuing Annual General Meeting scheduled to be held on28th September 2019.

The Company has received Notice from Members under section 160 of the Companies Act2013 along with requisite deposit signifying their intention to appoint Mr. Yakub AshrafAli as Whole Time Director to hold office for 5 consecutive years effective from 28thSeptember 2019 Subject to the approval of the Shareholder at the ensuing AGM the Board ofDirectors of the Company on the recommendation of Nomination & Remuneration committeerecommend the induction of Mr. Yakub Ashraf Ali as whole Time Director as morefully setout in Item No.4 of the Notice of the AGM.

Smt. Kamini resigned as director of the company with effect from 14th February 2019.

C. RETIRING BY ROTATION

In terms of Section 152 of the Companies Act 2013 Shri. Rajalingam Rajarajan (DIN-08029014) 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. Rajalingam Rajarajan (DIN- 08029014) 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 recommend theinduction of Shri. Rajalingam Rajarajan as whole Time Director as more fully set out inItem No. 5 of the Notice of the AGM.

D. Changes in Directors and Key Managerial Personnel

Smt. Suganya Ramamoorthy was appointed as Company Secretary of the Company with effectfrom August 14 2018 and Shri. Bashyam Rangarajan was appointed as Chief Financial Officerof the Company with effect from 30th May 2016.

Further during the year Shri. Purathur Ignatius Peter was resigned from the Company'sBoard with effect from May 30 2018.

The terms of office of Mr. A. Arunachalam (DIN 03497774) Independent director expiredwith effect from 1st April 2019. Since he is not seeking himself for Re-appointment theoffice of Mr. A. Arunachalam (DIN 03497774) Independent director becomes vacant.

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.

G. 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 2019 the Audit Committee of the Company comprises of the followingmembers: Mrs. S. Kala - Chairman & Executive Director Shree Kalaivani - Member andIndependent Director A. Arunchalam - Member and Independent Director

Nomination and Remuneration Committee

As on 31st March 2019 the Nomination and Remuneration Committee comprises of ShreeKalaivani as the chairperson of the committee and Mr. A. Arunchalam and Mr. R. Rajarajanas the Members of the committee.

Shareholders Relationship Committee

As on As on 31st March 2019 Shareholders Relationship Committee comprises of Mr. A.Arunchalam as the chairman of the committee and Shree Kalaivani and Mr. R. Rajarajan asthe Members of the committee

13. Appointment of Managing Director

On the recommendation of the Remuneration and nomination Committee Mrs. S. KalaDirector of the company appointed as Managing Director of the Company with effect from 1stJune 2018 and the said appointment was ratified by the shareholders at the 26th AnnualGeneral Meeting held on 29th September 2018.

14. BOARD MEETINGS and COMMITTEE MEETINGS

The Board of Directors met 5 times during this financial year on 30th May 2018 14thAugust 2018 8th October 2018 14th November 2018 and 14th February 2019. The maximuminterval between any two meetings did not exceed 120 days.

Name of the Directors

Attendance at Board Meeting

Attendance at last AGM

S. Kala 5 5 1 1
A. Arunchalam 5 5 1 1
Shreekalaivani 4 4 1 1
R. Rajarajan 4 4 1 1
Y. Ashraf Ali 1 1 0 0

Audit Committee also met 5 times during this financial year on 30th May 2018 14thAugust 2018 8th October 2018 14th November 2018 and 14th February 2019

Name of the Directors

Attendance at Board Meeting

Attendance at last AGM

Attendance at Audit Committee

S.Kala 5 5 1 1 5 5
Shreekalaivani 4 4 1 1 4 4
A. Arunachalam 5 5 1 1 5 5

Nomination and Remuneration Committee met 4 times on 30th May 2018 14th August 20188th October 2018 and 14th February 2019.

Name of the Directors

Attendance at Board Meeting

Attendance at last AGM

Attendance at Nomination and Remuneration Committee

Shree Kalaivani 4 4 1 1 4 4
A. Arunachalam 4 4 1 1 4 4
Rajarajan .R 4 4 1 1 4 4

The Shareholders Relationship Committee met on 30th May 2018 Independent Directors metonce during this financial year on 14th February 2019.

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

The Board of directors has recommended the amount of profits of Rs. 55.80 Lakhs to becarried to General Reserves. (to be verified)

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 2019 the Board consists of 6 Directors half ofthem being independent directors. It comprises the managing director and an executivedirector both being promoters and 2 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.

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 by a 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 alsoreviewed 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 2019.

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 Swaroop Anand & Co. Chartered Accountants was appointed as statutory auditorof the Company who holds office till the conclusion of the annual general meeting to beheld in the year 2019. The Board of Directors recommended to the shareholders for theappointment of M/s. Swaroop Anand & Co (Registration No. 4324 Membership No. 28457) asstatutory auditor of the Company to hold office from the conclusion of the 27 th annualgeneral meeting until the conclusion of the 32nd annual general meeting to be held in theyear 2024.As required under Section 139 of the Companies Act 2013 the Company hasobtained a written consent from M/s. Swaroop Anand & Co (Registration No. 4324Membership No. 28457) to such appointment and also a certificate to the effect that theirappointment if made would be in accordance with Section 139(1) of the Companies Act2013 and the rules made there under as may be applicable.

21. Auditors' report

(i) Reply to Auditors qualification of the auditor's report:

Due to economic instability in the real estate market there is a huge fluctuation inthe land market value and the company has not be to determine the correct valuation forthe fixed assets held by the company.

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.

With regard to the VAT payment : the company already initiated by making part paymentsdue to Commercial Tax Department and will be settled very soon.

22. 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. A.R. Murugavel Cost Accountant as member of InternalAudit Committee of the company who is having adequate experience in the field of accountsand finance is performing the duties of internal auditors of the company.

23. Secretarial Audit Report

Your Board appointed Mrs. S. Saimathy Practising Company Secretary to conductsecretarial audit of the Company for the financial year ended 31st March 2019. The Reportof Mrs. S.Saimathy is provided in the Annexure forming part of this Report pursuant toSection 204 of the Act.

24. Reply to qualification in the Secretarial Audit Report as follows:

1. The Company has not fully complied with the provisions of Companies Act 2013 andSecretarial Standards with respect to maintenance of statutory registers board andcommittee minutes secretarial Standard in relation to notice agenda minutes andattendance thereat.

Consequent to the appointment of whole time company secretary the company has compliedwith the provisions with respect to maintenance of statutory registers board andcommittee minutes secretarial Standard in relation to notice agenda minutes andattendance thereat in the current financial year.

2. Ms. KAMINI has appointed as an Additional Director of the Board without having validDIN on 8th October 2018 as per provisions of sub-section (3) of section 152 No personshall be appointed as a director of a company unless he/she has been allotted the DINunder Section 154. Hence the above named person shall not be eligible for appointment as adirector for a company as per provisions of Section 164(1)(h).

Due to inadvertence Ms. Kamini has been appointed as an additional director on 8thOctober 2018 before obtaining valid. Ms. Kamini tendered her resignation letter and theboard has accepted the same at their board meeting on 14-2-2019 Smt. Kamini resigned asdirector of the company with effect from 14th February 2019.

3. The Company has failed to file various e- forms including relating to theregistration of resolutions appointment of Managing Director vacation of IndependentDirector (M. Sivakumar) and appointment/ resignations of other directors as required to befiled under the Act.

Steps has been initiated to file the above e-form with MCA immediately. In future wewill comply the same.

4. The Company has failed to publish the notice of the board meeting and notice to theshareholders about the conducting of General meeting and e-voting as required to be done.

Due to inadvertence the Company has omitted to publish the notice of the board meetingand notice to the shareholders about the conducting of General meeting and e-voting asrequired to be done. The directors declare that the company will strictly comply with thesame in the future.

5. 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.

6. The Annual disclosure of shareholding of promoter as on 31st March 2019 as requiredto be filed with the company and stock exchanges under regulation 30 of SEBI (SAST)regulations 2011 has not filed.

The Company has already filed the annual disclosure under regulation 30 of SEBI (SAST)regulations 2011. However it has not reflected in the BSE portal and the company willtake necessary steps for fixing up the problem.

7. 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.

8. Pledge of the promoter's shareholding (995600-equity shares) has been createdduring the year under review. However the same has not been mentioned in the shareholdingpattern which has been filed on quarterly basis with Stock Exchange.

The Company will comply with the same from the current quarter onwards.

9. The limited review report and auditor's reports submitted to the stock exchanges onquarterly or annual basis by auditor who is not under peer review process of Institute ofChartered Accountants of India and holds a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

The Company is in the process of rectifying the same in consultation with Auditor.

10. 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.

11. 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. 21. Disclosure of Information as required under section 134 (3) (m) of theCompanies Act 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. 140 lakhs 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. (financial statement is required)

31. Remuneration ratio of the directors / Key Managerial Personnel (KMP) / employees

The 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 2018-19 in lakhs Remuneration paid FY 2017-18 in lakhs Increase in remuneration from previous year in lakhs Ratio/Times per Median of employee remuneration
1 S. Kala Managing Director 6.50 0 0 24%
2 Y. Ashraf Ali Exec. Director 1.04 0 0 4%
3 B. Rangarajn CFO 2.93 3.16 -0.23 10.13%
4 Suganya Ramamoorthy Secretary 1.5 0.5 0 5.78%

32. Particulars of Employees :

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

The company has appointed Mr. Rangarajan as Chief Financial Officer Mr. R. Rajarajanas Executive Director and Mr. Y. Ashraf Ali as Executive Director of the company and he isfalling under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 hasnot 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 2019 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 D. 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 : 14-08-2019 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