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Nutricircle Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6.46 Cr. P/BV -2.10 Book Value (Rs.) -113.10
52 Week High/Low (Rs.) 238/170 FV/ML 10/1 P/E(X) 0.00
Bookclosure 29/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The directors have pleasure in presenting their 22nd Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under:

                                                           (Rs.in Lakhs)

Particulars                           Year ended             Year ended
                                      31st March 2015    31st March 2014

Sales                                           -                 5231

Other Income                                    -                    -

PBDI&T( )/LBDT(-)                         (27.02)              (10.60)

Interest & Finance charges                      -                    -

Depreciation                                 0.08                 0.09

Net Profit/(Loss) before Tax              (27.10)              (10.69)

Provision for Tax                               -                    -

Net Profit/ (Loss) carried to B/S         (27.10)              (10.69)
2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK

During the period under review, the turnover of the Company was Nil. The financials depict loss for the company. Nutricircle Limited (Formerly Shreeyash Industries Limited) has been operating in very difficult markets where every retail brand has suffered hugely due to rising inflation and perched purchasing power in the hands of buyers.

For the future growth of the company, the company is looking at restructuring the business and enter into diversified business activities through mergers and acquisition of business entities which are already existing with a business profile that can catapult the Company to be a diversified conglomerate. Towards this the company has already scouted for alliance with various companies and could successfully get into understanding with some companies which are into Health care, Cosmetics, Agriculture.

3. CHANGE IN NATURE OF BUSINESS:

During the period under review, there has been change in the nature of the business with the addition in the Main Objects Clause ofthe Memorandum of Association ofthe Company from Textiles to Natural and Herbal Supplement related business particularly in the field ofneutraceuticals.

4. DIVIDEND

In view of the losses suffered during the year under review, your Directors do not recommend any Dividend for the year ended 31.03.2015.

5. AMOUNTS TRANSFERRED TO RESERVES:

The amount carried to Reserves during the period under review-Nil

6. SHARE CAPITAL:

The paid up share capital of your Company is Rs. 5,43,56,000/- divided into 54,35,600 equity shares of Rs. 10/- each. During the year under review, the Company has not issued and allotted any equity shares out of the unissued share capital.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.C.S Jadhav & Gaurav P. Shah, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

During the year Mrs. Bhanu Kumari Maganti was appointed as an Additional Director and Woman Director on the Board of Directors of the Company w.e.f 31st March, 2015. The Board recommends her appointment as a regular director.

8. NUMBER OF MEETINGS OF THE BOARD

There were SEVEN meetings of the board held during the year. For details ofthe meetings of the board, please refer to the corporate governance report, which forms part of this report.

9. BOARD EVALUATION

Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors.The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and its functioning.

In a separate meeting ofindependent Directors, performance of non-independent directors, performance ofthe board as a whole and performance ofthe Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

10. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declarations by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013\ have been obtained.

11. MANAGERIAL REMUNERATION

No remuneration was paid to the Managing Director or the Whole-time Directors of the Company. They are only eleigible to be paid sitting fee for attending the meetings ofthe Board of Directors held during the year is enclosed as Annexure I to this report.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company had acquired a Subsidiary named Inner Being Wellness (Pvt.) Ltd holding 51% of the shares in the subsidiary. HoweverThe Company has divested the same 30.03.2015 and sold the same for valauble consideration.

13. STATUTORY AUDITORS

The Auditors, M/s. S.K. BANG & CO, were appointed as Auditors in Annual General Meeting held on 9th July, 2014 as Statutory Auditors ofthe Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 subject to ratification at every Annual general Meeting. The Board recommends the ratification of appointment of the Auditors at a remuneration as may be decided by the Board.

14. AUDITORS' REPORT

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors report are self-explanatory and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 ofthe Companies Act, 2013 and Rules made there under, Mr. Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad has been appointed Secretarial Auditors ofthe Company. The

report of the Secretarial Auditors is enclosed as Annexure II to this report. The report has drawn attention that the Key Managerial Personnel ie Company Secretary and Chief Financial Officer have not been appointed during the year under review.

The Board clarifies that since there was no business activity and no revenues, the appointment of KMP as per Section 203 was kept in abeyance and shall be done when the business activity takes off.

16. INTERNAL AUDIT & CONTROLS

The Company has appointed Internal Auditors for the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

17. RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purpose of risk management The Policy thereto is available on the website of the Company.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies ( Management and Administration) Rules, 2014 an extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure III.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

21. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public as covered under Section 73 to 76 of the Act and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 ofthe Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under Section 2(76) ofthe Companies Act, 2013 and Clause 49(VII) ofthe Listing Agreement during the financial year were in the ordinary course of business and do not attract the provisions of Section 188 ofthe Companies Act, 2013. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest ofthe Company and requiring compliance ofthe provisions of revised Clause 49 ofthe Listing Agreement. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes forming part of the Financial Statements. The Policy relating to the said transactions can be seen on the website of the Company is enclosed as Annexure IV.

24. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report is as enclosed as Annexure V.

25. MANAGEMNT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year ended 3181 March 2015 are attached, which form part of this report is as enclosed as Annexure VI.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs.1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions ofsection 135 ofthe Companies Act, 2013 are not applicable.

27. PARTICULARS OL EMPLOYEES:

There are no employees drawing remuneration as prescribed under Section 197 ofthe Companies Act, 2013. Hence the details are NIL

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions ofSection 134(5) ofthe Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The directors in case of listed company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

29. LISTING

The shares of your company are listed at BSE Ltd, Calcutta Stock Exchange Limited, Hyderabad Stock Exchange ( Derecognized). The Company has duly complied with all the applicable provisions of the Listing Agreement.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014 are provided as under.

CONSERVATION OF ENERGY:

1 the steps taken or impact on conservation of energy

2 the steps taken by the company for utilizing alternate
sources of energy                                                   Nil
3 the capital investment on energy conservation equipment's

TECHNOLOGY ABSORBTION:

1 The efforts made towards technology absorption

2 The benefits derived like product improvement, cost reduction, product development or import substitution

3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Nil the details of technology imported the year of import; whether the technology been fully absorbed if not fully absorbed, areas where absorption has not taken place, and the reason thereof

4 The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the
year are                                                           NIL
31. REDUCTION OF CAPITAL

As on 31st March 2015 the accumulated losses of the company was ofRs. 51,718,238/- (Rupees Five Crore Seventeen Lacs Eighteen Thousand two hundred & Thirty eight Only). The Board at their meeting and as per the applicable provisions of the Companies Act, 2013 read with necessary SEBI Circulars propsed a scheme of reduction of capital to set off the accumulated losses of Rs. 51,638,200/- (Rupees Five Crore Sixteen Lacs Thirty eight Thousand Two Hundred only) against the paid up capital of the Company of Rs. 54,356,000/- (Rupees five Crore forty three lacs fufty six Thousand Only). On appointed date i.e. 1st April, 2015, the Subscribed and Fully Paid-up Share Capital of the Company shall stand reduced from Rs. 54,356,000/- (Rupees five Crore forty three lacs fifty six Thousand Only)divided into 5,435,600 (Fifty four Lacs thirty-five Thousand six hundred) fully paid up Equity Shares of Rs. 10/ - (Rupees Ten Only), to Rs. 2,718,000 (Twenty seven Lacs Eighteen Thousand only) divided into 271,800 (Two Lacs Seventy one Thousand Eight Hundred) Equity Shares of Rs. 10/- (Ten only) each.

Pursuant to cl. 24(f) of the Listing Agreement, the Company filed necessary application with the BSE Ltd. and waiting for necessary approvals.

32. TAKEOVER OF BUSINESS OF M/S. INNER BEING NUTRI CARE PRIVATE LIMITED

The Board for better business syenery decided to buy 100% stake in M/s. Inner Being Nutri Care Private Limited. The Director and shareholders of M/s. Inner Being Nutri Care Private Limited are also Director and Shareholder of the company. It is a related party transaction. The Board took utmost care and diligence to comply all applicable provisions and prudential business norms.

33. ACKNOWLEDGEMENT:

The directors thank the Company's employees, customers, vendors and investors for their continuous support. The Directors also wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 31.08.2015               For and on behalf of Board of Directors
Place: Hyderabad

                                      Sd/-                Sd/-

                               (Hitesh M Patel)    (Mudigonda Phaneesh)
                               Managing Director          Director
                               DIN: 02080625           DIN: 00012114


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