| The Directors of your company have pleasure in presenting the 20th
Annual Report together with Audited Accounts of the company for the financial
year ended 31st March 2015.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Standalone
Particulars 2014-2015 2013-2014
Sales 5056.26 6199.88
Other Income 16.59 9.60
Profit/Loss Before Interest and
Depreciation 328.73 123.89
Interest 303.69 299.11
Depreciation 565.63 562.93
Profit/Loss after Interest and Depreciation (1198.05) (738.15)
Tax Expense 0.00 0.00
Profit/Loss after Tax (1198.05) (738.15)
Extraordinary item - 30.75
Net Profit/Loss (1198.05) (707.40)
Transfer to Reserves Surplus (1198.05) (707.40)
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Turnover of the stood at Rs. 50.72 crores and the Company has suffered
losses to the tune of Rs. 11.98 crores as compared to the previous year
turnover of Rs. 62.09 crores and the losses of Rs. 7.38 crores. The
Company has suffered losses as sale of Company's production was less
and cost of production was more as compared to the other manufactures.
The Company is making efforts to reduce cost of production to increase
the turnover of the Company.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business activities of the Company.
DIVIDEND
The Company has suffered huge losses during the financial year under
report and Board of Directors of the company has not recommending any
dividend this year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry loss of Rs. 1198.05 lacs
to its reserves and surplus account.
CHANGES IN SHARE CAPITAL, IF ANY
There has been no change in Share Capital of the Company during the
Financial Year 2014-15.
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint venture or Associate
Company
TRANSFEROF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year and there is
no unclaimed dividend.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the period from the end of the financial
year to which this financial statement relate and on the date of this
report.
EXTRACTOF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed herewith foryour
kind perusal and information (Annexure: 1).
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held eight Board
meetings of the Board of Directors as per Section 173 of Companies Act,
2013 which is summarized below. The provisions of Companies Act, 2013
and listing agreement were adhered to while considering the time gap
between two meetings.
10.04.2014 30.05.2014 31.07.2014 30.09.2014
15.11.2014 31.01.2015 13.02.2015 20.03.2015
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors had 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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; and
(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively
(f) 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
AUDITORS AND REPORT THERE ON
M/s. Miglani Rakesh & Associates, Chartered Accountants, Rajpura was
appointed as Statutory Auditors for a period of four years in the
Annual General Meeting held on 30th September, 2014. Their continuance
of appointment and payment of remuneration are to be confirmed and
approved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
RELATED PARTY TRANSACTIONS
The Company has entered into various Related Parties Transactions in
ordinary course of business at arm' s length as defined under Section
188 of the Companies Act, 2013 with related parties as defined under
Section 2 (76) of the said Act. Further all the necessary details of
transaction entered with the related parties are attached herewith in
Form No. AOC-2 for your kind perusal and information (Annexure: 2).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO
The Information pursuant to Section 134(3) (m) pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Outgo is provided in annexure herewith (Annexure- 3).
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of
risk threatening the Company's existence is very minimal.
DIRECTORS AND KMP
During the current financial year the following changes have occurred
in the constitution of Board of Directors and KMP of the company:
S.
No. Name Designation Appointment
1. Smt. Anchal Narang Managing Director 15.11.2015
2. Sh. Manminder Singh
Narang Chief Financial
Office 30.09.2014
3 Mr. Amit Shekhar Company Secretary Resigned on 13.092015
DEPOSITS
The company has not accepted any deposits from the public during the
year and there are no unclaimed deposits.
RATIO OF REMUNERATION TO EACH DIRECTOR
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 and Directors is furnished
hereunder (Annexure:4).
Further, no employee of the Company was in receipt of the remuneration
exceeding the limit prescribed in above said Section and Rules and
therefore information on that count is nil.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration Committee.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Secretarial Department.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the Certificate of M/s.
Rajesh K Sharma and Associates, Chartered Accountants, Ludhiana
confirming compliance of conditions of Corporate Governance as
stipulated in the Listing Agreement with the Stock Exchanges forms part
of the Board Report.
According to Schedule V Part II Section II point IV states that:
The remuneration package of the directors are as follows:
Name of the Director Aanchal Narang
Salary 9,00,000/-
Bonus Nil
Stock Option Nil
Pension Nil
Medical Reimbursement Nil
INDEPENDENT DIRECTORS AND DECLARATION
Sh. Surinder Ahuja and Mrs. Ginny Singh were appointed as independent
directors by shareholders on 30th September, 2014 and the Board of
Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and
they meet the criteria of independence as provided under section 149(6)
of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's
Nomination and Remuneration Committee comprises of three Non-executive
Directors. The table sets out the composition of the Committee
S.
No. Name of the Director Position held in
the Committee Category of the Director
1 Mrs. Ginny Singh Chairman Non Executive/Independent
Director
2 Sh.Surinder Ahuja Member Non Executive/Independent
Director
3 Sh.Manminder Singh
Narang Member Non Executive /Promoter
Director
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria
laid down, recommend to the Board their appointment and removal and
shall carry out evaluation of every Director's performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a
policy, relating to the remuneration for the Directors, Key Managerial
Personnel and other employees
3. The Nomination and Remuneration Committee shall, while formulating
the policy ensure that:
(a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully
(b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(c) remuneration to Directors, Key Managerial Personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the company and its goals
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may
be delegated to the Committee by the Board from time to time
6. Make reports to the Board as appropriate
7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from time to
time.
8. Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there
under
REMUNERATION POLICY
Remuneration to Executive Directors
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the
General Meeting and such other authorities, as may be required. The
remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remuneration to Non Executive Directors
The Non Executive Directors have not been paid any sitting fees during
the year under report.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit
Committee comprised of three directors. The board has accepted the
recommendations of the Audit Committee. The table sets out the
composition of the Committee:
S.
No. Name of the Director Position held in
the Committee Category of the Director
1. Mrs. Ginny Singh Chairman Non Executive/Independent
Director
2 Sh.SurinderAhuja Member Non Executive/Independent
Director
3 Sh.Manminder Singh
Narang Member Non Executive /Promoter
Director
SECRETARIAL AUDIT REPORT
There are no qualifications or adverse remarks in the Secretarial Audit
Report which require any clarification/explanation.
Further the Secretarial Audit Report as provided by Ravinder Kumar,
Practicing Company Secretary for the financial year ended, 31st March,
2015is annexed herewith for your kind perusal and information
(Annexure:5).
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has established
Vigil Mechanism for directors and employees to report genuine concerns
and made provisions for direct access to the chairperson of the Audit
Committee. Company has formulated the present policy for establishing
the vigil mechanism/ Whistle Blower Policy to safeguard the interest of
its stakeholders, Directors and employees, to freely communicate and
address to the Company their genuine concerns in relation to any
illegal or unethical practice being carried out in the Company. The
details of the Vigil Committee are annexed herewith for your kind
perusal and information.
SHARES
(a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
(b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
(c) BONUS SHARES
No Bonus Shares were issued during the year under review.
(d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
ORDEROFCOURT
There is no significant and material order passed by the regulators or
courts or Tribunals impacting the going concern status and company's
operation in future.
DETAILSOFADEQUACYOF INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are adequate and are in consonance with the
size and operations of the Company
SHARES IN SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year = nil
ii. Number of shareholders who approached issuer for transfer of
shares from suspense account during the year=nil
iii. Number of shareholders to whom shares were transferred from
suspense account during the year=nil
iv. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year=nil
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the beginning of the year=nil
ii. Number of shareholders who approached the issuer for transfer of
shares from the Unclaimed Suspense Account during the year=nil
iii. Number of shareholders to whom shares were transferred from the
Unclaimed Suspense Account during the year=nil
iv. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the end of the year=nil
MATERIALVARIATIONS
The material variations between the projections and the actual
utilization are not applicable:
CODE OF CONDUCT
The Code of Conduct of Norway Organic Naturals India Limited is attached
herewith
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities,
Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed service of the Executives, staff and Workers of the
Company.
By Order of the Board
NUWAY ORGANIC NATURALS INDIA LIMITED
DATE : 05.06.2015 MANMINDERSINGH NARANG
PLACE: RAJPURA (CHAIRMAN)
DIN-00541751 | 