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Directors Report of Nutraplus India Ltd.

Mar 31, 2016

Director''s Report

Director''s Report

The Directors have pleasure in presenting Twenty-sixth Report on the Operations of the Company together with the Audited Statement of Accounts for the financial year ended 31 March, 2016.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Summary

Financial summary and performance highlights of your Company, for the financial year ended 31 March, 2016 are as follows:

THE YEAR AT A GLANCE

Amount in Rs. Lakhs

Particulars

For the year ended 31 March, 2016

For the year ended 31 March, 2015

Standalone

Standalone

Revenue from operations (Net of Excise Duty)

7,759.11

6,504.31

Other Income

30.81

20.33

Less: Expenses

6,545.05

6,184.50

Profit before Finance Cost, Depreciation and amortization expenses, Exceptional items, Extra-ordinary items and Tax expenses

1,244.87

340.14

Less: Finance Cost

485.65

451.56

Less: Depreciation and Amortization Expenses

171.63

140.03

Add: Exceptional Items

118.75

-

Less: Extra-ordinary Items

1.96

313.90

Profit before Tax

704.38

(565.35)

Less: Tax Expenses

(88.93)

159.30

Profit after Tax

793.31

(406.05)

Add: Profit brought forward from previous year

911.40

1,317.45

Profit available for Appropriation

1,704.71

911.40

Less: Proposed Dividend

66.68

-

Less: Dividend Distribution Tax

13.57

-

Less: Transfer to General Reserve

-

-

Balance carried to Balance Sheet

1,624.46

911.40

b. OPERATIONS:

The Company''s performance during FY2015-16 was in sync with the revival of the Indian economy. The plant that gutted in fire in August 2014 was made operational during the financial year.

The Company''s revenue grew to Rs. 77.59 crores in FY2015-16 from Rs. 65.04 crores posted in the same period last year. Also, the Company swung to profit of Rs. 7.93 crores from loss of Rs. 4.06 crores posted in FY2014-15.

c. DIVIDEND:

Your Directors recommend a maiden dividend of Rs. 0.50 per equity share (@ 5%) having face value of Rs. 10/- each for the year ended 31 March, 2016. The said dividend will absorb an amount of Rs. 80.25 lakhs including dividend distribution tax thereon.

d. CHANGE IN THE AUTHORISED SHARE CAPITAL:

The Authorized Share Capital of the Company is increased from Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- each with effect from 30 September, 2015.

f. FIXED DEPOSITS:

The Company did not invite or accept deposits covered under Section 73 of the Companies Act, 2013 and there are no deposits pending with the Company.

g. ALLOTMENT OF CONVERTIBLE WARRANTS AND EQUITY SHARES:

During the period under report, the Company made a conversion of 11,55,000 Optionally Convertible Warrants into equivalent number of Equity Shares of Rs. 10/- each to Promoters & 3,52,600 Equity Shares of Rs. 10 each on preferential basis to Non- Promoters.

The Issued, Subscribed and Paid up Capital of the Company increased from Rs. 11,16,33,480 to Rs.12,67,09,480 as at the end of financial year.

h. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement and corresponding Listing Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report

i. AMALGAMATION:

The Board of Directors has considered and approved scheme of amalgamation of Vetpharma Limited, with the Company under the provisions of Section 391 to 394 of the Companies Act, 1956 in their meeting held on 27 January, 2016. The appointed date of amalgamation is 1 April, 2015. The Amalgamation is under process and is subject to approval / sanction from Hon''ble High Court of Bombay and other regulatory authorities.

Pending the approval of Hon''ble High Court, no effect of the above proposed amalgamations have been recognized in the financial statements for the year ended 31 March, 2016. j. SUBSIDIARY COMPANIES:

During the year, M/s. Nutraplus Generic Medicines & Healthcare Products Limited ceased to be a subsidiary of the Company by virtue of disinvestment.

The Company incorporated a wholly owned subsidiary i.e. Purecare Pharma Limited. The said Company will operate in the segments - Anti - Biotic, Anti - Bacterial and Cephalosporin.

k. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm''s length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company i.e. www.nutraplusindia.com.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure -I)

l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31 March, 2016 are given in Annexure - II in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Uday M. Desai, retires by rotation and being eligible, offers himself for re-appointment.

Ms. Nidhi M. Naik was appointed as an Additional Director (Non- Executive) on 26 March, 2015 and was reappointed at the Annual General Meeting held on 30 September, 2015.

Mr. Narayan R. Pasari was appointed as an Additional Director (Non- Executive Independent) on 29 May, 2016 and was re-appointed at the Annual General Meeting held on 30 September, 2015, to hold office upto 28 May, 2020.

Mr. B. G. Daga, Independent Director resigned from the Board w.e.f. 15 January, 2016. The Board places on record its appreciation for the guidance and support provided by Mr. B. G. Daga during his tenure as Director of the Company.

Mr. Swapnil T. Dafle has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 13 February, 2016.

- DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Listing Regulations.

- BOARD EFFECTIVENESS

i. Familiarization Programme for the Independent Director

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report. The same is also available on the website of the Company i.e. www.nutraplusindia.com.

ii. Board Evaluation

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

During the year, ten meetings of the Board were held, the details of which are given in the report on Corporate Governance.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March, 2016, the Board of Directors hereby 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. such accounting policies have been selected and applied consistently and the Directors 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 31 March, 2016 and Profit of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Report on Corporate Governance, which forms part of this Report.

The Company has adopted the Nomination and Remuneration Policy and the same has been uploaded on the Company''s website.

d. AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company''s website at: www.nutraplusindia.com.

f. RISK MANAGEMENT POLICY & INTERNAL CONTROL SYSTEMS:

The Company has in place mechanism to inform Board Members about the Risk Assessment and Minimization procedures which is periodically reviewed to ensure that risk is controlled by the Executive Management.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management''s Discussion and Analysis, which forms part of this Report.

g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - III to this Annual Report.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2016:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his report.

The observations made by the Statutory Auditors in their report for the financial year ended 31 March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2016:

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Rathi and Associates, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for Financial Year 2015-2016. The Report of Secretarial Auditor (Form MR-3) for the Financial Year 2015-2016 is annexed to the report.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s AMPAC & Associates, Chartered Accountants Mumbai having Firm Registration Number 112236W was appointed as the Statutory Auditors of the Company, to hold office up to the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. AMPAC & Associates, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 8 June 2016, appointed M/s. Darshan Vora & Co., Cost Accountants (Firm Registration Number 103886) as the Cost Auditors of the Company for the financial year 2016-17.

e. INTERNAL AUDIT:

M/s. Mehta, Choksi & Shah, Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31 March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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

Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed there under, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure V.

c. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

d. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

e. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31 March, 2016 to which the financial statements relates and the date of signing of this report.

f. INTERNAL FINANCIAL CONTROLS

The Company has in place Internal Financial Control system, commensurate with size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

g. CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors'' Certificate on its compliance forms part of this Report and is annexed hereto. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis, also forms part of this Report.

h. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Internal Complaints Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

i. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under the second provision of Section 143(12) of the Act.

j. HUMAN RESOURCES (HR):

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

6. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

f. No revision of Financial Statements has been done during the year under review.

7. LISTING OF SHARES

Your Company''s shares are listed on the Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The Company has been suspended by Ahmedabad Stock Exchange Limited with effect from 01/06/2014.

Listing fees of BSE Limited has been paid within the stipulated time period. The Company has not paid Listing fees to Ahmedabad Stock Exchange Limited.

8. ACKNOWLEDGEMENTS AND APPRECIATION:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Director take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

of Nutraplus India Limited

Mukesh D. Naik

Chairman and Managing Director

DIN:00412896

Mumbai, 8 June 2016


Mar 31, 2015

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting Twenty-Fifth Report on the Operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

commendable and summarized below: (Amount in . Lakhs.)

For the year ended For the year ended Particular 31st March, 2015 31st March, 2014 Consoli dated" Standa lone Consoli dated Standa lone

Revenue from 6504.31 6504.31 6169.27 6169.27 operation Income (Net of Excise Duty)

Other Income 2033 20.33 9.59 9.59

Less: Expenses 6184.50 6184.50 5149.65 5149.65

Cost, Depreciatio finance 340.14 340.14 1029.21 1029.21 and amortizaSn expenses, Exceptional item, Extra-ordinary item and Tax expenses

Less: Finance Cost 45156 45156 357.02 357.02

Less: Depreciation 140.03 140.03 161.37 161.37 and amortization expenses ordinary items

Profit before Tax (565.35) (565.35) 510.81 510.81

Less: Tax Expenses 159.30 159.30 (197.70) (197.70)

Profit After Tax (406.05) (406.05) 313.12 313.12

Add: Profit brought 1317.45 1317.45 1004.33 1004.33 forward from appropriation for 911.4 911.4 1317.45 1317.45

Less: Interim Dividend - - - -

Less: Proposed Dividend - - - -

Less: Corporate Dividend Tax - - - -

Less: Transfer to - - - - General Reserve

Balance Carried to 911.4 911.4 1317.45 1317.45

b. OPERATIONS:

Despite the challenging environment of the global as well as the Indian economy coupled with disruption in production facilities due to fire occurred in our one of the manufacturing facility in the month of August 2014, the Company demonstrated the resilience of its business model.

The Company managed to earn a total Income of Rs. 65.04 Crores comprising of Sale of manufactured Active Pharmaceutical Ingredients (API's) and services incidental thereto as compared to Rs. 61.79 Crores of the previous financial year.

Company started the erection of new plant & re-erection of the damaged plant which was gutted in fire in the month Aug, 2014.

Company also acquired the plot of land at Dahej to start its operation in Gujarat due to proximity of key raw materials and company will start this new expansion by 2017.

Company raised the fund of 30 crores during the financial year through preferential issue to the promoters & non promoters group for the expansion and future growth.

c DIVIDEND:

Considering the loss incurred in the current financial year and to meet with the requirement of funds for future expansion, your Directors thinks it prudent not to recommend any dividend for the financial year under review.

d. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

e. INCREASE IN AUTHORIZED SHARE CAPITAL:

During the period under report, the Authorized Share Capital of the Company was increased from Rs. 8,00,00,000/- (Rupees Eight Crores only) to Rs. 20,00,00,000/- (Rupees Twenty Crores only) by Shareholders approval by way of Extra-ordinary General Meeting.

f. ALLOTMENT OF CONVERTIBLE WARRANTS AND EQUITY SHARES:

During the period under report, the Company made a preferential allotment of 38,25,000 Convertible Equity Warrants & 45,68,348 Equity Shares on preferential basis to the Promoters and Non- Promoters.

g. PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 for the year ended 31st March 2015 is attached and marked as Annexure I forming part of this Report.

During the year under review no company has become or ceased to be its subsidiaries, joint ventures or associate companies.

h. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions made during the financial year 2014-15 were on arm's length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which cannot be foreseen and are of repetitive nature.

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions.

The details of related party transactions are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arms length's basis, Form AOC-2 is not applicable to Company.

i. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Full particulars of loans, guarantees, investments and securities provided during the financial year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been furnished in Annexure II and forms part of this report.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the members approved the appointments of Mr. Mahesh Doshi, Mr. Mukesh Desai and Mr. Prameshkumar Mehta as Independent Directors of the Company for a period of five years w.e.f 30th September 2014, who are not liable to retire by rotation. The Company has received declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013, that each one of them meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement in compliance with the provisions of Section 149 of the Companies Act, 2013 related to appointment of woman director on the Board. Ms. Nidhi Naik, was appointed as an Additional Director of the Company w.e.f. 26th March, 2015 to hold office upto the date of ensuing Annual General Meeting.

Further to broad base the Board, Mr. Narayan Pasari (DIN: 00532897), Chartered Accountant & Mr. B. G. Daga (DIN: 00004858) having very rich experience in the field of finance, accounts and taxation, were inducted on the Board as Additional Directors (Independent) with effect from 29th May, 2015 & 19th June, 2015 respectively to hold office up to the date of ensuing Annual General Meeting.

The Company has received notice from shareholders along with requisite deposit proposing the candidature of Mr. Narayan Pasari, Mr. B.G. Daga and Ms. Nidhi Naik for their appointment as Directors at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mukesh Naik will retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Mukesh Naik, being eligible, has offered himself for re-appointment. The Board recommends his reappointment. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation

Mr. Mahesh Doshi has resigned as an Independent Director of the Company with effect from 15th November, 2015 on account of his other preoccupations. The Board places on record contributions received from him by the Company during his tenure as director of the Company.

a. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declaration received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES :

a. BOARD MEETINGS:

During the financial year under review, Twelve meetings of Board of Directors were held i.e. on 14th May, 2014, 29th May 2014, 14th August, 2014, 3rd September, 2014, 31st October,2014, 11th November 2014, 14th November, 2014, 2nd January, 2015, 13th February, 2015, 26th February, 2015, 12th March, 2015 and 26th March, 2015 .

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby 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. such accounting policies have been selected and applied consistently and the Directors 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 Profit and loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement, Management Discussion & Analysis Report is attached and forms part of this Report.

d.NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of Mr. Pramesh Kumar Mehta as Chairman and Mr. Mukesh R.Desai and Mr. Uday Desai as Committee Members, with scope and powers as mandated by the Act. Mr. Mahesh Doshi, erstwhile Member of Committee, resigned as Director w.e.f. 15th November, 2014 and consequently ceased to be a Member of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee met four times during the year under review.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of the Directors including criteria for determining qualifications, positive attributes, Independence, etc are as under:

I. Selection of Directors And Key Managerial Personnel :

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

a) by way of recruitment from outside;

b) from within the Company hierarchy; or

c) Upon recommendation by the Chairman or other Directors.

The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment. In case of Non-Executive Directors the selection can be made in either of the ways given below:

a) By way of selection from the data bank of Independent Directors maintained by the Government.

b) Upon recommendation by Chairman or other Directors.

II Qualifications, Experience And Positive Attributes Of Directors

a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the job description to the Committee shall be provided and along with justifications that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment.

c) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

III Board Diversity and Independence of Directors

While making appointment of directors, following principles shall be observed by the Board, as far as practicable:

a) There shall be a proper mix of Executive and Non-Executive Directors and Independent and non- independent directors on the Board. The Company shall always be in compliance of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time, in this regard.

b) There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal etc.

c) While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to Business of the Company.

d) No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.

e) While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 and Revised Clause 49 of the listing agreement shall be followed.

e. AUDIT COMMITTEE:

The Audit Committee constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Clause 49(III)(A) of the Listing Agreement comprises of:

Sr. No. Name Category Designation

1 . Mr. Prameshkumar Mehta Independent Director Chairman

2 . Mr. Mukesh Desai Independent Director Member

3 . Mr. Uday Desai Director Member

Mr. Mahesh Doshi, erstwhile Member of Committee, resigned as Independent Director w.e.f. 15th November, 2014 and consequently ceased to be a Member of the Audit Committee. The Audit Committee met six times during the year under review.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

f. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted Stakeholder's Relationship Committee, comprising of Mr. Mukesh Desai as its Chairman and Mr. Uday Desai and Mr. Mukesh D.Naik as the Committee Members respectively.

g.VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company's website at: www.nutraplusindia.com.

h. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

I ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Board's performance, performance of the Chairman and other non-independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 26th March, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee is as below:

- Ethics and values,

- Knowledge and proficiency,

- Diligence,

- Behavioral traits and

- Efforts for personal development

Similarly, performance evaluation of the Chairman and Non – Independent Directors was carried out by the Independent Directors.

j. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF

INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, strategy, operations and functions of the Company through its Executive Directors and senior managerial personnel. The details of programs for familiarization of Independent Directors with the Company are available on the website of the Company at the link: www.nutraplusindia.com.

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

l. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure III.

4. AUDITORS REPORT:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his report.

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b.SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. Pursuant to the Section 134(3) of the Companies Act, 2013 and with respect to the observation made by the Secretarial Auditors of the Company on the compliance of Laws/Acts, the Board of Directors states as under;

I. No Appointment of company Secretary:

Management Response: The Company is in process of appointing the Company Secretary as per the requirements of Section 203 of the Companies Act, 2013.

ii. Cost audit Report has not been filed:

Management Response: The Company has appointed Cost Auditors to obtain Report as per the then provisions of Section provisions of Section 233B(4), 600(3)(b) of the Companies Act, 1956 and read with Companies (Cost Audit Report) Rules, 2011. However, due to fire occurred at the factory, necessary documents pertaining to the said Report were also lost. Hence, the Company awaits the Report from the Cost Auditors.

Iii. No intimation for change in Promoters' and Top 10 Shareholders in MGT-10 was submitted to Ministry of Corporate Affairs:

Management Response: The Company had filed the same with Registrar of Companies.

iv. No Intimation to Reserve Bank of India for the shares allotted to Non Resident Indians:

Management Response: The Company is liasoning with the Authorised Dealer for the issuance of Foreign Inward Remittance Certificate to comply with the said requirement.

v. Not Complied with the Listing Agreement of Regional Stock Exchanges:

Management Response: The Company is in process of Delisting from all the Regional Stock Exchanges.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s AMPAC & Associates, Chartered Accountants Mumbai having Firm Registration Number 112236W were appointed as the Statutory Auditors of the Company, to hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. AMPAC & Associates, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 10th July 2015, appointed M/s. C.G. Pampat & Co (Firm Registration Number 6163) as the Cost Auditors of the Company for the financial year 2015-16.

e. INTERNAL AUDIT:

M/s KD Practice Associates & LLP, Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

b.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are furnished in Annexure V which forms part of this Report.

c. CORPORATE GOVERNANCE:

The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company M/s AMPAC & Associates, Chartered Accountants, Mumbai having Firm Registration Number 112236W. Confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement is appended with the said Corporate Governance Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Audited Financial Statement of the Company for F.Y. 2014-15 is appended with the said Corporate Governance Report..

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by Managing Director of Company related to the compliance of aforesaid Code of Conduct is appended with the said Corporate Governance Report..

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2 .Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4.Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. No revision of Financial Statements has been done during the year under review.

Your Directors further state that Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F. Y. 2014-15.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Board acknowledges with appreciation, the invaluable support provided by the Company's auditors, business partners and investors.

Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of

Directors of Nutraplus India Limited

Mukesh D. Naik

Chairman and Managing Director

DIN: 00412896

Mumbai, 14th August , 2015


Mar 31, 2014

Dear members,

The Directors are pleased to present the 24th Directors Report of the Company together with the Audited Financial Statements for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS:

Financial Results for the year ended 31st March 2014 are as under:

(Amt in Rs.)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Net Revenue from Operations 61,78,85,730 39,66,65,533

Profit before Interest, Depreciation, Tax & Extra ordinary items 10,29,20,690 7,50,24,317

Less: Interest and Finance Charges 3,57,02,240 2,40,12,964

Depreciation 1,61,37,000 1,29,86,299

Profit before Tax & Extra ordinary items 5,10,81,450 3,80,25,054

Less: Provision for Tax (including Deferred Tax) 1,97,69,501 1,42,51,720

Add: Extra ordinary items - 5,26,380

Net Profit After Tax 3,13,11,949 2,42,99,714

Balance brought forward 10,04,33,369 7,61,33,655

Balance carried to Balance Sheet 13,17,45,318 10,04,33,369x

OPERATIONS:

During the year under review, your Company earned a total Income of Rs. 61.79 Crores comprising of Sale of manufactured Active Pharmaceutical Ingredients (API''s) and services incidental thereto of Rs. 61.69 Crores as compared to Rs.39.52 Crores of the previous financial year. After deducting all the Administrative & Sales expenses and subsequently deducting the taxes, the Company earned a Net Profit of Rs. 3.13 Crores compared profit of Rs. 2.43 Crores for the previous year.

FUTURE OUTLOOK:

The Company is shifting towards manufacturing of Human API''s. The Company is presently manufacturing intermediates and chemicals and is focusing in developing new API''s. The Company has carried out laboratory trials of various API''s and will be launching new API''s in next year. The Company will be venturing into high volume and fast moving Active Pharmaceutical Ingredients. The Company has also been sanctioned Credit Facilities of Rs. 5500.00 Lacs for setting up of the new facility and the process for setting up new facility has been commenced.

Your directors express their regret in informing the members that a fire had occurred on 03rd August, 2014 in the intermediate manufacturing facility in one block located at Tarapur, Thane. Considerable damage has occurred at site but since the Assets of the Company were insured, the damage would be compensated by the Insurance Company after making complete assessment of the same.

Our new manufacturing facility which was under erection will be starting in two months which will be contributing to our growth. The Company has made an arrangement to outsource the said intermediates from outside

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend dividend for the year ended 31st March, 2014.

SUBSIDIARIES:

Under the prevailing market conditions the Company''s Management has contemplated a huge demand of generic medicines due to the increasing population and awareness of healthcare among the general public. The Management is also planning forward integration into generic pharmaceuticals to encash the opportunity by setting up manufacturing facility of the same.

Considering the above mentioned factors, Nutraplus Generic Medicine & Healthcare Products Private Limited has been incorporated on 3rd October 2013 as a wholly-owned subsidiary of the Company.

The Company has availed exemption pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs; from attaching the Annual Accounts of its subsidiaries vide its Board''s approval on 29th May, 2014. The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the Company and its Subsidiaries.

DIRECTORS:

In accordance with the applicable provisions of the Act and the Articles of Association of the Company, Mr. Uday Desai (DIN: 00413093), Director is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, it is proposed to appoint Mr. Mahesh Doshi (DIN: 00502819), Mr. Mukesh Desai (DIN: 00521051) and Mr. Prameshkumar Mehta (DIN: 03638786) as Independent Directors for the period upto March 31, 2019. The said Independent Directors shall not be liable to retirement by rotation.

The Company has also received the requisite disclosures from all the above mentioned Directors of the Company confirming that they meet the criteria of Independence as prescribed under both sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with Stock Exchange.

Pursuant to the provisions of Section of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 the Board has considered and recommended the re-appointment of Mr. Mukesh Naik (DIN: 00412896) as the Managing Director of the Company and appointment of Mr. Dilip Pimple (DIN: 02433809) as the Whole-time Director of the Company for a period of three years with effect from 1st October, 2014 respectively. The detailed break-up of remuneration payable to the above mentioned executive Directors has been stated in the Notice and Explanatory Statement annexed to the said Report.

The information to shareholders pursuant to the applicable provisions of the Companies Act, 2013 read with Clause 49 of the Listing Agreement of all the above mentioned Directors is annexed hereto and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

* that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* that 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, 2014 and of the profit of the Company for that year;

* that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the Annual Accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

INCREASE IN AUTHORIZED SHARE CAPITAL:

During the period under report, the Authorized Share Capital of the Company was increased from Rs. 6,50,00,000/- (Rupees Six Crore Fifty Lacs only) to Rs. 8,00,00,000/- (Rupees Eight Crores only) by Shareholders approval by way of Postal Ballot.

ISSUE OF EQUITY SHARES AGAINST SHARE WARRANTS:

During the period under report, the Company made an allotment of 7,00,000 fully paid up Equity Shares against the outstanding convertible warrants. The Board of Directors at their meeting held on 14th May, 2014 further allotted 15,00,000 Optionally Fully Convertible Warrants to a person forming part of the promoter group. The holder of 15,00,000 Optionally Convertible Warrants issued to the person forming part of the Promoters has a right to exercise to apply for one equity share for every warrant held. The said right can be exercised any time during the period of 18 months from the date of issue of the said warrants. On exercise of the said rights the shareholding of the promoter / promoter group will increase to that extent.

AUDITORS:

M/s. AMPAC & Associates, Chartered Accountants (Firm Registration No. 112236W) the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness to be appointed as Statutory Auditors of the Company for Financial Year 2014-2015 and furnished to the Company a certificate that their appointment, if made, would be in conformity with the provisions of Section 139 of Companies Act, 2013. Your Board of Directors recommends their appointment.

AUDITORS'' REPORT:

Your Directors would like to state as under for the observations made by the Auditors in their Report viz.

- During the year under consideration the Company has provided Gratuities which is not in consistent with the Accounting Standard 15:

The Company has been following the method of accounting of Gratuity on cash basis. The provisions made for the Gratuity in the Books of Accounts is based on the policy of the Company framed for the calculation of Gratuity. The Company is in the process of calculation as per the actuary valuation.

- Non Disclosure of status of creditors and non provision of interest under the Micro, Small and Medium Enterprises Development Act, 1956.

The Company has advised all its creditors to inform about their status that whether they are Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 1956 or not. However the Company has not received any response from the creditors for the said status.

- Register of Fixed Assets is not updated.

The Company is in the process of updating all its records related to fixed assets.

- Internal Control System for reconciliation of balance need to be strengthened commensurate with the size of the Company.

Necessary process has been drawn up and implemented as per the advice of the Auditors.

- Completion of Cost Audit in compliance of Section 233B of the Companies Act, 1956 for details refer to Note 28.12 forming part of the financial statements.

The Company has been continuously carrying out research and adapting new technologies as may be available for the process. Hence considering the requirement for the short gap arrangement short term funds were used for long term purposes. The Company had raised long term funds to meet with its long term requirements.

COST AUDITORS:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company, on recommendation of the Audit Committee, has approved the appointment of Chandrakant G. Pampat Firm Registration Number 6163 as Cost Auditors to conduct the audit of cost records of the Company for the financial year ending on March 31, 2015.

CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS & REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Management Discussion & Analysis" and "Corporate Governance" is attached to this Annual Report along with a certificate from M/s. AMPAC & Associates, Chartered Accountants (Firm Registration No. 112236W) Statutory Auditors regarding compliance of requirements of the Listing Agreement.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to the Conservation of Energy, Technology Absorption, Adoption & Innovation and Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Company''s employees for their collective contribution to the Company''s improved performance.

For and on behalf of the Board

Place: Mumbai Mukesh D. Naik Dated: 1st September 2014 Chairman & Managing Director

Registered Office: 7/A Vakil Villa, H F Society Road End, Jogeshwari (E), Mumbai - 400 060 CIN: L24230MH1990PLC055347 Tel No.: 022-28348587 Fax No.: 022-28212192 Website: www.nutraplusindia.com Email: nutraplus@gmail.com


Mar 31, 2013

TO, THE MEMBERS,

The Directors are pleased to present the 23rd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31,2013.

FINANCIAL HIGHLIGHTS:

Financial Results for the year ended 31s March, 2013 are as under:

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Sales and other Income 39,66,65,533 44,88,30,700

Profit before Interest, Depreciation, Tax & Extra ordinary items 7,50,24,317 6,45,15,489

Less: Interest and Finance Charges 2,40,12,964 1,55,21,587

Depreciation 1,29,86,299 63,03,861

Profit before Tax & Extra ordinary items 3,80,25,054 4,26,90,041

Less: Provision for Tax (including Deferred Tax) 1,42,51,720 1,29,71,620

Less: Extra ordinary items 5,26,380 ---

Net Profit After Tax 2,42,99,714 2,97,18,421

Balance brought forward 7,61,33,655 4,64,15,234

Balance carried to Balance Sheet 10,04,33,369 7,61,33,655



OPERATIONS:

During the year under review, your Company earned a total Income of Rs. 39.67 Crores comprising of Sales of Active Pharmaceutical Ingredients of Rs. 39.52 Crores compared to Rs. 44.71 Crores of the previous financial year. The Company has earned Net Profit of Rs.2.43 Crores compared profit of Rs. 2.97 Crores for the previous year.

MERGER OF WHOLLY OWNED SUBSIDIARY COMPANY WITH OUR COMPANY:

Pursuant to the order of Hon. High Court, Mumbai dated 3r May, 2013 , Dynamic Metal Powders Private Limited, wholly owned subsidiary of the Company was merged with the Company with effect from the appointed date, 1st April, 2012.

FUTURE OUTLOOK:

The Company has shifted towards manufacturing of Human API''s. The Company is presently manufacturing intermediates and chemicals and is focusing in developing new API''s. The Company has carried out laboratory trials of various API''s and will be launching new API''s in next year. By this year end Company introduced six new API products in the market.

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend dividend for the year ended 31st March, 2013.

DIRECTORS:

In accordance with the provisions of Section 255 read with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mahesh Doshi and Mr. Prameshkumar Mehta, Directors are liable to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. A brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217J2AA) of the Companies Act, 1956, your Directors confirm the following:

that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

that 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, 2013 and of the profit of the Company for that year;

that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that the AnnualAccountsfortheyearendedMarch3lf 2013 have been prepared ona going concern basis.

ISSUE OF EQUITY SHARES AGAINST SHARE WARRANTS

During the financial year 2012-13, pursuant to the approvals received from Shareholders of the Company and Bombay Stock Exchange Limited, the Company made an allotment of 4,00,000 fully paid up Equity Shares and 3,00,000 Optionally Fully Convertible Warrants to person acting in concert with Promoters of the Company. In the current financial year, further 3,00,000 Equity Shares were allotted to the said Person on exercise of the option for conversion of 3,00,000 Optionally Fully Convertible Warrants issued to the Promoter.

AUDITORS:

M/s. AMPAC & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness to be re-appointed as Statutory Auditors of the Company for Financial Year 2013-2014 your Board of Directors recommends their appointment.

AUDITORS'' REPORT:

Your Directors would like to state as under for the observations made by the Auditors in their Report viz.

During the year under consideration the Company has provided Gratuities which is not in consistent with the Accounting Standard 15:

The Company has been following the method of accounting of Gratuity on cash basis. The provisions made for the Gratuity in the Books of Accounts is based on the policy of the Company framed for the calculation of Gratuity. The Company is in the process of calculation as per the actuary valuation.

Non Disclosure of status of creditors and non provision of interest under the Micro, Small and Medium Enterprises Development Act, 1956.

The Company has advised all its creditors to inform about their status that whether they are Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 1956 or not. However the Company has not received any response from the creditors for the said status.

Register of Fixed Assets is not updated.

The Company is in the process of updating all its records related to fixed assets.

Internal Control System for reconciliation of balance need to be strengthened commensurate with the size of the Company.

Necessary process has been drawn up and implemented as per the advice of the Auditors.

The Company has no formal Internal Audit System.

The Company has in house Internal Audit System and the said system is reviewed by the management periodically. No instances of irregularities have been noticed in preparation of accounts or any fraud or misappropriation of funds.

Completion of Cost Audit in compliance of Section 233B of the Companies Act, 1956 for details referto Note 28.12 forming part of the financial statements.

The Company is in the process of filing the CostAudit Report.

Short Funds were used for long term purposes.

The Company has been continuously carrying out research and adopting new technologies as may be available for the process. Hence considering the requirement for the short gap arrangement short term funds were used for long term purposes. The Company had raised long term funds to meet with its long term requirements.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Management Discussion & Analysis" and "Corporate Governance" is attached to this Annual Report along with a certificate from M/s. AMPAC & Associates, Chartered Accoutant regarding compliance of requirements of the Listing Agreement.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the Hmits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to furnish in connection with the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to the Conservation of Energy, Technology Absorption, Adoption & Innovation and Foreign Exchange Earnings and Outgo required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Company''s employees for their collective contribution to the Company''s improved performance.



For and on behalf of the Board

Dated: 29th May, 2013 Mukesh D. Naik

Place: Mumbai Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 20th Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS:

2009-2010 2008-2009

(Rs. In lacs) (Rs. In lacs)

Profit before Interest,

Depreciation & Taxation 210.91 156.69

Less: Interest 77.38 47.00

Depreciation 41.20 31.32

Profit before Taxation,

Extraordinary & Prior Period 92.33 78.37

Items

Extra Ordinary & Prior period

items (23.08) 21.18

Profit before taxation 115.41 57.19

Less: Provision for Taxation

(Current) 21.10 5.97

Deferred Taxation 22.35 17.29

Fringe Benefit Tax NIL 01.13

Earlier Year Taxes (0.96) 0.02

Profit after Taxation 72.92 32.78

Add: Balance b/f 187.22 154.44

Profit carried forward to

Balance Sheet 260.14 187.22

DIVIDEND:

In order to conserve the resources for the further growth of the Company your directors think fit not to recommend any dividend for the current year.

REVIEW:

During the financial year under review, the company has achieved turnover of Rs 14.14 Crores against Rs 11.90 crores in previous year.

Further, the profit after tax has increased to Rs. 72.92 Lacs during the year under reveiw as against profit after tax of Rs. 32.78 lacs for the corresponding previous year.

During the year, the Company has made Preferential Issue and allotted of 8,25,000 (Eight Lacs Twenty Five Thousand) Optionally Fully Convertible Warrants (Warrants) to the promoter group. Each warrant is convertible into 1 (One) fully paid-up Equity Share of the Company of face value of Rs.10/- each at an exercise price of Rs.10/- which is arrived at in accordance with Issue of Capital and Disclosure Requirements Regulations, 2009 of SEBI. The said warrant is convertible at the sole option of the holder thereof, any time before expiry of 18 months from the date of allotment viz. 22nd March1 2010. On allotment of warrants the promoters group have paid Rs. 20,62,500/- being 25% of the total consideration and balance amount will be payable at the time of the conversion of warrant into equity shares.

FUTURE OUTLOOK:

The Company has done sizable expansion in the year 2009 - 2010 and is planning to further expand in the field of API for human and veterinary consumption.

The Company has already entered in to human API from April 2010 followed by its plans to introduce at least one API every year.

DIRECTORS:

Mr. Mukesh Desai and Mr. Dilip Pimple, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Further Mr. Hemant Naik left for heavenly abode w.e.f. 22 nd March 2010 and hence ceased to be the Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

1. That in the preparation of the annual accounts, except non provision for employees benefits, all applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That 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 at the end of the financial year and of the profit of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year.

AUDITORS:

M/s. AMPAC & ASSOCIATES [Previously known as M/s. Desai & Porwal], Chartered Accountants, Statutory Auditors of the Company, retire and being eligible offers themselves for re-appointment.

AUDITORS REPORT:

Auditors Report as issued by M/s. AMPAC & ASSOCIATES, Chartered Accountants, Auditors of the Company, includes some observations and board as under provides necessary explanation under Section 217(3) of the Companies Act, 1956:

Re: Point 4(f) of Auditors Report:

The relevant explanation to the observation made by the Auditor in the above referred point is provided in Point No. 15 of Schedule 19 under Notes to Accounts.

Re: Point 1(a) of Annexure to Auditors Report:

The Company is in the process of updating its item wise Fixed Asset Register.

Re: Point 4 of Annexure to Auditors Report:

The said point is self explanatory and do not call for any explanation.

Re: Point 7 of Annexure to Auditors Report:

The Company is in the process of strengthening its internal audit system commensurate with the size and nature of its business.

CORPORATE GOVERNACE:

A Corporate Governance Report for the financial year 2009-2010, regarding Compliance of conditions of Corporate Governance as per Clause 49 of Listing Agreement is made as part of this Annual Report.

DISCLOSURES:

A. EMPLOYEES:

Particulars of Employees drawing remuneration as stipulated under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given by way of Annexure I to this Report.

B. ADDITIONAL INFORMATION:

The particulars required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board Of Directors) Rules, 1988, is given as an annexure to this report.

ACKNOWLEDGEMENT:

The Directors place on records its acknowledgements with thanks for the co-operation extended to the Company by the Saraswat Co-Operative Bank Ltd.

We also wish to place on record our deep appreciation for the dedicated service and contribution made by our employees.

By Order of the Board of Directors

MUKESH D. NAIK

Mumbai Chairman & Managing Director

Dated: 31st May, 2010

Registered Office:

7-A, Vakil Villa, H.F. Society Road End,

Jogeshwari (East), Mumbai 400 060

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