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Directors Report of Nuway Organic Naturals (India) Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The Directors of your company have pleasure in presenting the 19th Annual Report together with Audited Accounts of the company for the year ended 31st March 2014.

Financial Results

The financial results of the company are as under -

Particulars Rupees in lac

2013-14 2012-13

Sales 6199.87 5991.09

Other income 40.35 4.24

Profit/(Loss) before Interest (407.98) (574.27) and Depreciation

Interest 299.11 361.12

Depreciation 0.00 0.00

Profit/(Loss) after Interest and (707.09) (935.39) Depreciation

Tax Expense 0.00 (23.34)

Profit/(Loss) after Tax (707.09) (912.05)

Extraordinary item 0.00 478.18

Net Profit/(Loss) (707.09) (433.87)

Transfer to Reserve and (707.09) (433.87) Surplus

Review of Operations

During the period under report, your company has achieved Sales and Other income of Rs. 6240.22 Lac as compared to Rs. 5995.33 Lac during the previous year with net profit/(Loss) of Rs. (707.09) Lac as compared to Profit/(Loss) of Rs. (433.87) Lac in the previous year. Installed capacity of the plant at Rajpura in Punjab is 45 kilolitres per day and the Company achieved capacity utilization of 74% this year.

Share Capital

Share capital of the company consists of equity share capital and preference share capital. Equity share capital consists of 9585000 equity shares of Rs.10/- each and preference share capital consists of 650000 preference shares of Rs.100/- each.

Dividend

Owing to losses suffered by the Company your directors do not recommend any dividend this year also.

Public Deposits

The company has not accepted any deposits during the year and there are no unclaimed or overdue deposits or interest thereon.

Material Changes

There are no material changes between the date of close of financial year and the date of balance sheet. Holding and Subsidiary Company There is no holding or subsidiary company.

Conservation of Energy and Technology Absorption and Foreign Exchange

The information under section 217 (1) e of The Companies Act, 1956 is enclosed as Annexure A.

Personnel

None of the employee of the company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2 A) of the Companies Act 1956. The company has continued to follow the policy of creating healthy environment and work culture resulting into harmonious inter-personnel relations. The relations with employees remained cordial throughout the year.

Directors

Mrs. Anchal Narang, Director (DIN 01434870)of the company retire by rotation at the forth coming Annual General Meeting and being eligible for reappointment and offers herself for the same. Mr. Ashok Kumar (DIN 00665332), and Mrs. Rosy Arora (DIN 01863613), Directors of the Company has resigned during year on 05.06.2013 and 07.12.2013 respectively.

Sh. Surinder Ahuja (DIN 06737464), was appointed as an additional director by the Board of Directors on December 07, 2013 and he holds office up to the date of this Annual General Meeting. It is proposed to appoint him as an Independent Director of the Company with effect from September 30, 2014 up to September 29, 2019."

Mrs. Ginny Singh (DIN 00630238) is a non executive Director of the Company. It is proposed to appoint her as an Independent Director of the Company with effect from September 30, 2014 up to September 29, 2019."

Listing

The securities of the company are listed at BSE Limited and Delhi Stock Exchange Association Limited. The Company has paid the Listing fees for the financial year 2014-2015 to BSE Limited only.

Auditors

M/s. Shanti Prashad & Co., Chartered Accountants, New Delhi has resigned during the year and M/s. Miglani Rakesh & Associates, Chartered Accountants, Rajpura (Firm Registration No. 012227N) were appointed as statutory auditors of the company for the financial year 2013-14 and hold office up to the conclusion of ensuing Annual General Meeting. It is proposed to reappoint them for a period of four years as per the provisions of Chapter X of The Companies Act, 2013 to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 23rd AGM of the Company to be held in the year 2018. They have given their consent to acts as Auditors of the Company and have further confirmed that their appointment would be in conformity of the provision of Section 139 of The Companies Act, 2013.The audit committee has also recommended their appointment.

The observation of the Auditors in their report read with relevant notes to accounts are self explanatory and therefore, do not require further explanation.

Directors Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the company for the year under review ;

3. 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. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Corporate Governance

The Company has complied with the provisions of Clause 49 of listing agreement on Corporate Governance. The report on corporate governance and auditors'' certificate regarding compliance with corporate governance form part of the annual report.

Management Discussion and Analysis

Management Discussion and Analysis Report is attached herewith and it forms part of the Directors Report.

Acknowledgements

Your Directors are pleased to place on record their sincere thanks to the Banks for their co-operation and support to the company. Your directors also express their deep appreciation for the devoted and sincereservices rendered by workers, staff and executive at all levels of the operations of the company during the year and we are confident that your company will continue to receive such co-operation from them in future also.

By Order of the Board For Nuway Organic Naturals India Limited

Sd/- Date: 30.05.2014 Manminder Singh Narang Place: Rajpura (Chairman) DIN - 00541751)


Mar 31, 2013

To, The Members of NUWAY ORGANIC NATURALS INDIA LTD

The Directors have pleasure in presenting the 18th Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS Figures (In Rs.)

2012-13 2011-12

Total Income 599,528,603.97 472191004.92

Less Expenses 693,072,401.27 518250894.64

Profit/(Loss) before tax and extraordinary items (93,543,797.30) (46059889.72)

Extraordinary items 47,817,640.48 45000000.00

Profit/(Loss) before tax but after extraordinary items (45,726,156.82) (1059889.72)

Provision for Income Tax (2,333,966.00) --

Profit/(Loss) after tax (43,392,190.82) (26019889.72)

Net Profit (43,392,190.82) (26019889.72)

CORPORATE OVERVIEW

During the year turnover of the company rose from 47.21 Cr to Rs.59.95 Cr. Current year was the full year of production of Distillery Plant situated at Rajpura where the production of Rum, Vodka, Country liquor is done for sale in Punjab & other Territories. During the current year sales of company''s liquor products was also explored in the other territories like Delhi & Himachal Pradesh (HP) beside Punjab. Sale of Cosmetic products & Mineral water was also increased marginally. Your management is confident of increasing turnover of its products in forthcoming year & turn around the company.

DIVIDEND

Since Company has incurred losses during the financial year, Board of Directors has not recommended the payment of any dividend for the current year.

PERFORMANCE

The company has incurred a Loss of Rs.260.19 Lacs against the profit of Rs. 7.12 Lacs in the previous year.

FUTURE OUTLOOK

Your Board of Directors anticipates a better future in the years to come and has been putting in best of its efforts to bring the Company into operation to achieve the positive performance. Though there are tough challenges ahead, your Board is very confident that the better future with positive results is soon to come.

MATERIAL CHANGES

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report. Mr. Ashok Kumar has resigned from the directorship with effect from 5/06/2013.

Further, the listing approval of the preferential allotment as duly approved and passed by the shareholders through special resolution in their extra-ordinary general meeting held on 26th October, 2012, has been taken from Bombay Stock Exchange (BSE).Listing approval is obtained from BSE, however, the trading approval is pending with BSE.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

AUDITORS'' REPORT

Auditors Report is annexed to the Balance Sheet attached in this Annual Report and there is no adverse qualification in the Auditors'' Report, which needs to be clarified.

AUDITORS

M/s. Shanti Prashad & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s. Shanti Prashad & Co., Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Ginny Singh retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Ashok Kumar resigned from the board of the Company w.e.f. 05.06.2013. Your directors would like to place on record his appreciation for the valuable contribution tendered by him during his tenure as director.

Brief resume of the director to be appointed or re-appointed at the forthcoming Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and the membership / chairmanship of committees, of the Board as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is given in the section of corporate governance in the Annual Report.

All the Directors of the Company have confirmed in written, that they are not disqualified for being appointed / re-appointed as Director in terms of Section 274 (1)(g) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchange(s), a separate report on Corporate Governance along with certificate from Statutory Auditor in compliance with conditions of corporate governance forms a part of Annual Report.

MANAGEMENT DISCUSSION AND ANYLYSIS

As per clause 49 of the Listing Agreement with Stock-Exchange (s), a Management Discussion & Analysis is appended to the Annual Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended in 2011.

CONSERVATION OF ENERGY TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988, is as follows:

CONSERVATION OF ENERGY

Your company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity. Pursuant to the provisions of Section 217(1) (e) and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on Conservation of Energy and Technology Absorption is not applicable to the company. Therefore, the information as required to be given in Form A may please be treated as nil.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Continuous efforts to bring in operational effectiveness and product up gradation through R&D activities are being made.

EMPLOYEES RELATIONS

Your directors wish to place on record the appreciation for the dedicated services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Company''s equity shares are listed at the following Stock Exchanges:

1. Bombay Stock Exchange Ltd. (BSE)

2. The Delhi Stock Exchange Association Ltd. Further, listing fee for the financial year 2013-14 has been paid to BSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Bankers and Investors for their unstinted support, assistance and valuable guidance.

By order of the Board

Place : Delhi For NUWAY ORGANIC NATURALS (INDIA) LTD

Date : 24/08/2013

Sd/-

Manminder Singh Narang

Chairman & Managing Director


Mar 31, 2011

To, The Members of M/S NUWAY ORGANIC NATURALS INDIA LTD

The Directors have pleasure in presenting the 16th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2011.

(Rs. In '000)

Year ended Year ended March 31, 2011 March 31, 2010

Total Income 96896.377 118717.131

Less: Expenses 92992.227 104076.502

Profits/Loss before Interest

Depreciation & Taxation 3904.150 14640.629

Financial Expenses - 20.440

Profit before Depreciation & Taxation 3904.150 14620.189

Depreciation 1109.397 1483.312

Preliminary Exp written off - 297.704

Provision for Income Tax 800.000 5709.400

Net Profit 712.622 6598.438

DIVIDEND

In order to strengthen the financial position of the company your directors are of the opinion that the profit is to be ploughed back in the working of the company. Therefore, no divided is proposed for the year under review.

PERFORMANCE

The company has earned a profit of Rs. 7.12 Lacs against the profit of Rs. 65.98 Lacs in the previous year. FUTURE OUTLOOK

Your Company's distillery project at Rajpura has commenced production and is hopeful of garnering significant market share in coming years. Your company is doing reasonably well in other areas of cosmetic and portable water trading.

MATERIAL CHANGES

No material change affecting the affairs of the Company has happened between the date of the Balance Sheet and upto the date of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with (Acceptance of Deposits) Rules, 1975.

AUDIT COMMITTEE

Presently the Audit Committee comprises of two non-executive independent directors viz. Mr. Ashok Kumar as Chairman and Mrs. Ginny Singh and one non executive director Mrs. Daisy Singh as Members and Six meetings of the audit committee were held during the year.

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2011 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Shanti Prashad & Co., Chartered Accountants, as Statutory Auditors of the company.

AUDITORS' REPORT

Auditor report is annexed to the balance sheet attached in this annual report. There is no adverse qualification in the Auditors' Report, which needs to be clarified.

AUDITORS

M/s. Shanti Prashad & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s. Shanti Prashad & Co., Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Ginny Singh and Mrs. Anchal Narang retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Tenure of Sh. Manminder Singh as Managing director of the Company expired on 30/04/2011. Your Board, Subject to approval of Shareholders, has reappointed him as Managing Director for a further period of five years from 01/05/2011 to 30/04/2016, without any remuneration.

Mr. Dilvinder Singh and Mr. Amit Singh Grover resigned from the board of the Company w.e.f. 27.09.2010. Your directors would like to place on record their appreciation for the valuable services rendered by them during their tenure as directors.

Brief resume of the director to be appointed at the forthcoming Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and the membership / chairmanship of committees, of the Board as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is given in the section of corporate governance in the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchange(s), a separate report on corporate governance along with certificate from Practicing Company Secretary regarding compliance with conditions of corporate governance forms a part of Annual Report.

MANAGEMENT DISCUSSION AND ANYLYSIS

As per Clause 49 of the Listing Agreement with Stock Exchange(s), a Management Discussion and Analysis is appended to the Annual Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of employees) Rules, 1975.

CONSERVATION OF ENERGY TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988, is as follows:

CONSERVATION OF ENERGY

Your company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity. Pursuant to the provisions of Section 217(1)(e) and

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on Conservation of Energy and Technology Absorption is not applicable to the company. Therefore, the information as required to be given in Form A may please be treated as nil.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Continuous efforts to bring in operational effectiveness and product upgradation through R&D activities are being made.

FOREIGN EXCHANGE EARNING AND OUTGO: (RS. IN LAC)

PARTICULARS Year Ended Year Ended

31.03.11 31.03.10

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

EMPLOYEES RELATIONS

Your directors wish to place on record the appreciation for the dedicated services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Company's equity shares are listed at the following Stock Exchanges:

1. Bombay Stock Exchange Ltd. (BSE)

2. The Delhi Stock Exchange Association Ltd.

Further, listing fee for the financial year 2011-12 has been paid to BSE and The Delhi Stock Exchange Association Ltd.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks and Investors for their unstinted support, assistance and valuable guidance.

By order of the Board

Place : Delhi For NUWAY ORGANIC NATURALS (INDIA) LTD

Date : 02/09/2011

Sd/-

Manminder Singh Narang

Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 3st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. In 000) (Rs. In 000) PARTICULARS YEAR ENDED YEAR ENDED 31-03-2010 31-03-2009 Sales 1,18,717.13 1,16,171.50 Other Income

Closing Stock 8,980.71 6,893.33

Total 1,27,697.84 1,23,064.83

Less: Expenses 1,14,560.96 1,15,972.31

Profits/Loss before Taxation 13,136.88 7,093.11

Less: Preliminary Expenses 2 97.70 297.62

Less: Provision for Taxation/FBT 5,709.40 1,533.38

Add: Provision for deferred revenue 531.33 730.38

Net Profit/Loss 6,598.44 4,531.14

Add: Balance brought forward 244.90 (4,286.24)

Surplus/Losses carried to 6,843.34 244.90 Balance Sheet

DIVIDEND

In order to strengthen the financial position of the company your directors are of the opinion that the profit is to be ploughed back in the working of the company. Therefore, no dividend is proposed for the year under review.

PERFORMANCE

The company has earned a profit of Rs. 65.98 Lacs against the profit of Rs. 45.31 Lacs in the previous year.

FURTURE OUTLOOK

It is expected that the project for manufacturing of Vodka at Rajpura, Punjab will be commissioned in another 4-5 months.

MATERIAL CHANGES

There is no other material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and upto the date of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58Aof the Companies Act, 1956, and the rules made there under.

AUDIT COMMITTEE

Presently the Audit Committee comprises of ail non-execu-tive directors viz. Mr. Ashok Kumar as Chairman and Mrs. Ginny Singh and Mrs. Daisy Singh as Members and five

meetings of the audit committee were held during the year. The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recom- mended the re-appointment of M/s Alok Bajaj & Associates, Chartered Accountants, as Statutory Auditors of the com-pany.

AUDITORS REPORT

There is no adverse qualification in the Auditors Report which needs to be clarified

AUDITORS

M/s. Alok Bajaj & Associates, Chartered Accountants, Statu-tory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s. Alok Bajaj & Associates, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recom-mended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Kumar retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Mrs. Ginny Singh, Mrs. Daisy Singh and Mr. Dilvinder Singh were appointed as additional director at Board of Directors meeting held on 16.11.2009, 11.01.2010 & 03.07.2010 re-spectively and Ms. Rosy Arora. Mr. Amit Singh Grover and Mrs.Anchal Narang were appointed as additional directors at the Board of Directors meetings held on 23.07.2010, The company has received requisite notices u/s 257 of the Com- panies Act, 1956 proposing their regular appointments. However Mr. Dilvinder Singh and Mr. Amit Singh Grover opted out to be directors of the company.

Mr. Dapinder Paul Singh and Mr. Mahender Pal Singh resigned from the board of the Company w.e.f. 31.10.2009 and 15.12.2009 respectively. Your directors would like to place on record their appreciation for the valuable services rendered by all of them during their tenure as directors.

Brief resume of the directors to be appointed at the forthcom-ing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and the membership / chairmanship of committees, of the Board as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is given in the section of corporate governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Provisions of Section 217(2AA) of the Compa- nies Act, 1956 the Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that 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 of the Company for that period;

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

iv) that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchange(s), Management Discussion & Analysis Report and Corporate Governance Report are annexed as Annex- ure I and Annexure II & form part of this Directors Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988, is as follows:

Conservation of Energy:

Your company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity. Pursuant to the provisions of Section 217(1)(e) and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on Conservation of Energy and Tech-nology Absorption is not applicable to the company. There-fore, the information as required to be given in Form A may please be treated as nil.

Research & Development and Technology Absorption

Continuous efforts to bring in operational effectiveness and product up gradation through R&D activities are being made. The company is not using any foreign technology, which is required to be absorbed.

Foreign Exchange Earning and Outgo:

(Rs. In Lac) Particulars Year ended Year ended 31.03.10 31.03.09

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

EMPLOYEES RELATIONS

Your directors wish to place on record the appreciation for the dedicated services rendered by the workers, staff and execu-tives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Companys equity shares are listed at the following Stock Exchanges:

Bombay Stock Exchange Ltd. (BSE)

The Delhi Stock Exchange Association Ltd.

The shares of the company have been delisted from Ludhiana Stock Exchange Association Ltd. with effect from 23-01 -2010 vide letter no. LSE/Listing/2010 dated 25.01.2010.

Further, Listing fee for the financial year 2010-11 has been paid to BSE and The Delhi Stock Exchange Association Ltd.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks and Investors for their unstinted sup-port, assistance and valuable guidance.

By order of the Board For NUWAY ORGANIC NATURALS (INDIA) LTD

Sd/- Manminder Singh Narang Chairman & Managing Director

Place : Delhi Date : 30/08/2010


Mar 31, 2009

The Directors have pleasure in presenting the 14th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS

(Rs. In 000) (Rs. In 000) PARTICULARS YEAR ENDED YEAR ENDED 31-03-2009 31-03-2008

Sales 116171.50 11427.08

Other Income - 13.33

Closing Stock 6893.33 776.08

Total 123064.83 12216.49

Less: Expenses 115972.31 13061.88

Profits/Loss before Taxation 7092.52 (845.39)

Less: Preliminary Expenses 297.62 297.62

Less: Provision for Taxation/FBT 1533.38 0.96

Add: Provision for deferred revenue 730.38 (143.83)

Net Profit/Loss 4531.14 (1000.14)

Add: Balance brought forward (4286.24) (3286.10)

Surplus/Losses carried to 244.90 (4286.24) Balance Sheet

DIVIDEND

In order to strengthen the financial position of the company your directors are of the opinion that the profit is to be ploughed back in the working of the company. Therefore, no divided is proposed for the year under review.

PERFORMANCE

The sales have gone up by 916.64% over the previous year and the company has earned a profit of Rs. 45.31 Lacs against the loss of Rs. 10 Lacs in the previous year.

SHARE CAPITAL

During the year 2008-09 Company had issued and allotted 6,50,000 0.05% Redeemable Preference Shares of Rs. 100/- each at a parto associate of Promoters on Preferential basis.

FURTURE OUTLOOK

The project for manufacturing of cosmetic products at Baddi, H.P. has been successfully implemented. The trading of cosmetic products, bottled soda water and potable water have received good response from the mar- ket. Every effort is being made to position your company in the market.

Your Company is also in advance stage of setting up a new plant in Rajpura, Punjab for the manufacturing of vodka using potato as major input ingredient. Unstinted efforts are being made to cross all the hurdles coming in the implemen- tation of the said project.

In view of this, your management is hopeful to attain better performance in the future.

MATERIAL CHANGES

There is no other material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and upto the date of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

AUDITORS REPORT

There is no adverse qualification in the Auditors Report, which needs to be clarified.

AUDITORS

M/s. Alok Bajaj 8. Associates, Chartered Accountants, Statu- tory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1 B) of the Companies Act, 1956. M/s. Alok Bajaj & Associates, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recom- mended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of association of your Company, Mr. Mahender Pal Singh retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re- appointment.

Brief resume of the said director, nature of their expertise in specific functional area and names of Companies in which they hold directorships and the membership / chairmanship of committees, of the Board as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is given in the section of corporate governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Provisions of Section 217(2AA) of the Compa- nies Act, 1956 the Directors confirm that: i) that in the preparation of the annual accounts, the applicable accounting standards had been followed; ii) that the directors had selected such accounting poli- cies and applied them consistently and made judg- ments 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; iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

Presently the Audit Committee comprises of all non-execu- tive directors viz. Mr. Mahendra Pal Singh, as Chairman and Mr. Dapindar Paul Singh and Mr. Ashok Kumar as Members. The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2009 and has not given any adverse observations. It has also recom- mended the re-appointment of M/s. Alok Bajaj & Associates, Chartered Accountants, as Statutory Auditors of the com- pany.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchange(s), Management Discussion & Analysis Report and Corporate Governance Report are annexed as Annex- ure I and Annexure II & form part of this Directors Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGYTECHNOLOGY.ABSORP- TION AND FOREIGN EXCHANGE EARNING ANDOUTGO

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988, is as follows:

Conservation of Energy:

Your company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity. Pursuant to the provisions of Section 217(1)(e) and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on Conservation of Energy and Technology Absorption is not applicable to the company. Therefore, the information as required to be given in Form A may please be treated as nil.

Research & Development and Technology Absorption

Continuous efforts to bring in operational effectiveness and product up gradation through R&D activities are being made.

Foreign Exchange Earning and Outgo:

(Rs. In Lac)

Particulars Year ended Year ended 31.03.09 31.03.08

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

EMPLOYEES RELATIONS

Your directors wish to place on record the appreciation for the dedicated services rendered by the workers, staff and execu- tives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Companys equity shares are listed at the following Stock Exchanges:

Bombay Stock Exchange Ltd. (BSE)

The Ludhiana Stock Exchange Association Ltd.,

The Delhi Stock Exchange Association Ltd.

The shares of the company have been delisted from Ahmedabad Stock Exchange Limited and Jaipur Stock Ex- change with effect from 27-10-2008 and 27-03-2009 respec- tively.

Further, the Board of Directors in their meeting held on 25t" August, 2009 have given their approval for voluntary delisting of companys securities from the Ludhiana Stock Exchange. The Company has made an application to the said stock exchange for voluntary delisting of its securities. Listing fee for the financial year 2008-09 has been paid to BSE and The Delhi Stock Exchange Association Ltd.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks and Investors for their unstinted sup- port, assistance and valuable guidance.

By Order of the Board of Directors For NUWAY ORGANIC NATURALS INDIA LIMITED

Sd/-

Manminder Singh Narang

Chairman & Managing Director

Place: Ludhiana

Date : 29/08/2009



 
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