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Directors Report of Naturite Agro Products Ltd.

Mar 31, 2018

The Directors have pleasure in presenting herewith the 28thAnnual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2018

1. FINANCIAL SUMMARY:

Your Company''s performance during the year ended 31st March, 2018, as compared to the previous financial year, is summarized as below:

2. FINANCIAL RESULTS (Rs.)

PARTICULARS

YEAR ENDED 31.03.2018

YEAR ENDED 31.03.2017

Revenue from operations

25,454,960

47,253,441

Other Income

948,761

1,485,001

TOTAL Income

26,403,721

48,738,442

Expenditure

24,522,006

46,610,377

Interest

151,242

99,013

Profit before Depreciation and Tax

2,563,786

2,717,909

Depreciation

833,313

688,856

Profit before Tax

1,730,473

2,029,053

Tax

-30,217

97,159

Net Profit

1,760,690

1,931,894

3. TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserve for the Financial Year ended March 31st, 2018.

4. COMPANY PERFORMANCE:

During the financial year under review the overall performance of the company was not satisfactory; the Overall turnover of the Company was Rs. 26,403,721 as compared to last year turnover of Rs. 48,738,442 and the Net profit is Rs 1,760,690 for financial year 2017-18 when compared to a Net Profit of Rs. 1,931,842 during the previous year.

5. SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March, 2018, is Rs.52,960,000/-During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares or Employee Stock Options.

6. DIVIDEND

Your Directors do not recommend any Dividend for the Financial Year 2017-2018 as the profits are planned to be ploughed back into the business operations.

7. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

8. MEETINGS

During the year under review, four board meetings were held on 19th May 2017, 28th August 2017, 10th November 2017, and 22nd February, 2018.The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

9. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee''s and the directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI(LODR)Regulations,2015 in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee''s and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 22nd February 2018 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

10. VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR) Regulations,2015 the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web link is http://www. naturite.co.in/

11. NOMINATION &REMUNERATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178 of Companies Act, 2013 and to recommend a policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the of the company''s website.

12. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, G VALLABH REDDY (DIN-01006373) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:''

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2018; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 the financial year ended 31st March, 2018.

iii. 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual Accounts for the year ended 31st March, 2018, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

14. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and as per SEBI(LODR)Regulations,2015 the Risk management is Not applicable to the Company

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and in SEBI(LODR)Regulatons,2015

16. STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s.M N RAO & Associates, Chartered Accountants, (Registration No. 005386S),, Chartered Accountant, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 5 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting.. The Company is in receipt of confirmation from the Statutory Auditor that in the event of his appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 141(3) (g) of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2017-18

17. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. SVP&CO, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force),corporate social responsibility is Not applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

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

A. Conservation of Energy: The present operation of the Company does not involve High-energy consumption. However steps being taken to minimize energy consumption Where ever possible

B. Research & Development: The Research and Development division of Spices oils And Oleoresins department continues to focus on introducing of new brands.

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings &Outgo:(Figures in Rs.)

2017-18 2016-17

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo Nil Nil

22. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provision of Regulation 34(2)(e) of SEBI(LODR)Regulations,2015 a report on Management Discussion & Analysis is set out as an Annexure A.

23. CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015, are not applicable to the Company

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jineshwar Kumar Sankhala, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B" to this report.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed here with as "Annexure C" to this report

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure-D. In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of the year and in receipt of 8.5 Lakhs or more per month.

27. SUBSIDIARIES

During the financial year under review, we did not have any subsidiary or joint venture or associate company.

28. RELATED PARTY TRANSACTION

The Company has not entered into any transaction with any of its related parties falling under Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

Related Party Transactions, if any are placed before the Audit Committee and the Board for approval.

29. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year

30. HUMAN RESOURCES:

The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

32. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

By Order Of the Board of Directors

FOR NATURITE AGRO PRODUCTS LIMITED

SD/-

Place: Hyderabad G VALLABH REDDY

Date :14.08.2018 Managing Director


Mar 31, 2016

To

The Members

The Directors have pleasure in presenting herewith the 26thAnnual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2016

1. FINANCIAL SUMMARY:

Your Company''s performance during the year ended 31st March, 2016, as compared to the previous financial year, is summarized as below:

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS

YEAR ENDED 31.03.2016

YEAR ENDED 31.03.2015

Revenue from operations

178.87

385.47

Other Income

11.48

9.17

TOTAL Income

190.35

394.63

Expenditure

173.84

339.89

Interest

0.06

0.02

Profit before Depreciation and Tax

16.51

54.74

Depreciation

5.21

5.64

Profit before Tax

11.30

49.10

Tax

-0.69

0.43

Net Profit

17.20

54.31

2. TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserve for the Financial Year ended March 31, 2016.

3. COMPANY PERFORMANCE:

During the financial year under review the overall performance of the company was not so good; the Overall turnover of the Company was Rs 190.35 lakhs as compared to last year turnover of Rs 394.63 lakhs and the Net profit is Rs 17.19 lakhs for financial year 2015-16 when compared to a Net Profit of Rs. 54.30 lakhs during the previous year

4. SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March, 2016, is Rs.52,960,000/- During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares or Employee Stock Options.

5. DIVIDEND

Your Directors do not recommend any Dividend for the Financial Year 2015-2016 as the profits are planned to be ploughed back into the business operations.

6. Fixed DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

7. MEETINGS

During the year under review, four board meetings were held on 28th May 2015, 14th August 2015, 09th November, 2015, and 11th February, 2016 .The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

8. board evaluation

The Board of Directors evaluated the annual performance of the Board as a whole, its committee''s and the directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI(L0DR)Regulations,2015 in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee''s and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 11th February 2016 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

9. VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR) Regulations,2015 the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web link is http://www. naturite.co.in/

10. remuneration policy

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report.

11. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, G Vallabh Reddy (DIN-01006373) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. M Revanth reddy who was appointed as Independent Director, designated as Additional Director w.e.f. 12th August 2016 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from the members along with requisite fees proposing Mr.M Revanth reddy for appointment as an Independent Director.

Mr.T Manohar Reddy , who was appointed as Additional Director of the company w.e.f 12th August 2016 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from the members along with requisite fees proposing Mr. T Manohar Reddy for appointment as an Director

Further Board of Directors have recommended the said Resolutions for the Approval of the Members in the ensuing Annual General Meeting

12. directors'' responsibility STATEMENT:''

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2016; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 the financial year ended 31st March, 2016.

iii. 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual Accounts for the year ended 31st March, 2016, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

13. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and as per Regulation 21 SEBI(LODR) Regulations,2015 the Risk management is Not applicable to the Company

14. declaration by independent directors

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and in SEBI(L0DR)Regulatons,2015

15. statutory auditors

The shareholders in their meeting held on Wednesday, 30th September, 2014 At 11.00 AM approved the appointment M/s. Ramasamy Koteswara Rao &Co, Chartered Accountants, (Registration No. 010396S), Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 28th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Members are requested to ratify the same at the ensuing Annual General Meeting of the company; in accordance with section 139 of the Companies Act 2013.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2016 form part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

16. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. SVP&CO, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

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

A. Conservation of Energy: The present operation of the Company does not involve High-energy consumption. However steps being taken to minimize energy consumption Where ever possible

B. Research & Development: The Research and Development division of Spices oils And Oleoresins department continues to focus on introducing of new brands.

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings & Outgo: (Figures in Rs.)

2015-16 2014-15

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo Nil Nil

21. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provision of Regulation 34(2)(e) of SEBI(LODR)Regulations,2015 a report on Management Discussion & Analysis is set out as an Annexure A.

22. CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015, are not applicable to the Company

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MB Suneel, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B" to this report.

24. EXTRACT oF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as "Annexure C" to this report

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure-D. In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of the year and in receipt of 8.5 Lakhs or more per month.

26. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

By order of the Board

For NATURITE AGRO PRODUCTS LTD

Sd/-

Dr. G.Vallabh Reddy

Managing Director

Place : Hyderabad

Date : 12th August 2016


Mar 31, 2015

To

The Members

The Directors have pleasure in presenting herewith the 25thAnnual Report of Company togetherwith the Audited Accounts for the financial year ended 31st March, 2015

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2015 31.03.2014

Revenue From Operations 385.5 301.71

Other Income 9.1 5.91

Total Income 394.6 307.62

Expenditure 334.3 264.31

Profit Before Depreciation And Income Tax 60.4 43.31

Depreciation 5.6 17.77

Net Profit Before Tax 54.7 25.54

Prior Period Items 0 0.39

Provision For Taxation 0 0

Current Tax 0 0

Deferred Tax 0.43 2.57

Net Profit After Tax 54.30 22.57

2. STATE OF COMPANY'S AFFAIR:

During the financial year under review the overall performance of the company was good; the Overall turnover of the Company was Rs 385.5 Lakhs as compare to Rs 301.71 Lakhs and the Net Profit Rs 54.7 Lakhs as compare to Rs 22.58 Lakhs.

3. DIVIDEND

Your Directors do not recommend any Dividend for the Financial Year 2014-2015 as the Profits are planned to be ploughed back into the business operations.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

5. MEETINGS

During the year under review, Seven board meetings were held on 1st April, 2014, 5th May, 2014, 30th May, 2014, 17th July2014, 14th August , 2014,14th November, 2014, and 12th February, 2015 .The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

6. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulated financial collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on23rd December, 2014 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

7. VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

8. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report and website of the Company

9. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, GADDAM VANDANA REDDY (DIN – 01873651) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practising company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2015; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 the financial year ended 31st March, 2015.

iii. 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv That the Annual Accounts for the year ended 31st March, 2015, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

11. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Risk management is not applicable to the Company

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and Clause 49 of the Listing Agreement

13. STATUTORY AUDITORS

The shareholders in their meeting held on Tuesday, 30th September, 2014 At 11.00 AM approved the appointment M/s. Ramasamy Koteswara Rao &Co, Chartered Accountants, (Registration No. 010396S), Hyderabad, as the Statutory Auditors of the Company to hold Office till the conclusion of 28th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Members are requested to ratify the same at the ensuing Annual General Meeting of the company; in accordance with section 139 of the Companies Act 2013.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2015 form part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

14. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. SVP&CO, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

15. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

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

A. Conservation of Energy: The present operation of the Company does not involve High-energy consumption. However steps being taken to minimize energy consumption Wherever possible

B. Research & Development: The Research and Development division of Spices oils and Oleoresins department continues to focus on introducing of new brands.

C. Technology Absorption - Not Applicable

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure - I to this report

20. CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - II to this report

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2015 is given in the FORM NO: MR - 3 as Annexure (III) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

22. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as "Annexure IV" to this report

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as 'Annexure V to this report and Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year.

24. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockist and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

By order of the Board

For NATURITE AGRO PRODUCTS LTD

Sd/-

Dr. G.Vallabh Reddy

Managing Director

Place : Hyderabad

Date : 14th August 2015


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting herewith the 24th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS Rs. in lakhs

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013

Sales 301.71 638.88

Other Income 5.92 0.25

TOTAL Income 307.63 639.14

Expenditure 264.31 472.83

Profit before depreciation and 43.32 166.30 Income tax

Depreciation 17.78 16.65

Net profit before tax 25.54 149.65

Prior period Adjustments 0.39 -

Provision for taxation

Current tax - -

Deferred tax 2.57 -

Profit after tax 22.58 149.65

OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review the overall performance of the Company was not good; the overall turnover of the Company was Rs 301.71 Lakhs as compare to Rs 638.88 Lakhs and the Net profit Rs 22.58 Lakhs as compare to Rs 149.65 Lakhs.

DIVIDEND

Your Directors do not recommend any Dividend for the Financial Year 2013-2014 as the profits are planned to be ploughed back into the business operations.

PERSONNEL:

None of the Employees of the Company are drawing remuneration exceeding limits prescribed U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

DIRECTORS:

Mr. K Prabhakar Reddy, Director of the Company retires by rotation at the ensuing annual general meeting and being eligible offer himelves for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Srinivasa Rao Sriramshetty, Mr. Mahipal Reddy Mahareddygari and Mr. Manohar Gangaiah Bacha who was appointed as Additional Director w.e.f. 01st October, 2013 and hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from the members along with requisite fees proposing Mr. Srinivasa Rao Sriramshetty, Mr. Mahipal Reddy Mahareddygari and Mr. Manohar Gangaiah Bacha for appointment as an Independent Director.

Mrs. B Bhagya Srilatha, who was appointed as Additional Director of the company w.e.f 17th July 2014 and hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from the members along with requisite fees proposing Mrs. B Bhagya Srilatha for appointment as a Director. She is further appointed as Whole-time Director designated as "Director - Finance & Control".

Dr G Vallabha Reddy was appointed as Managing Director of the Company in the meeting of the Board of Directors held on 1st April 2014 for a period of 3 years subject to the approval of the members in the General meeting, the proposed resolution for his appointment is placed before the Members in the ensuing Annual General meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2014 and of the profit and loss of the Company for that period;

iii. The directors have 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 frauds and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, based on the recommendation of the Audit Committee, M/s. Ramasamy Koteswara Rao & Co, Chartered Accountant, Hyderabad, appointed as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 4 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. Ramasamy Koteswara Rao & Co, Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of Ramasamy Koteswara Rao & Co, Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2013-14.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. SVP& Co,, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors will submit their reports on quarterly basis.

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

A Statement of particulars of the Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Out go is given as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure- A

MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure - B to this report

CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor''s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - C to this report.

ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from the Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

By order of the Board For NATURITE AGRO PRODUCTS LTD

Sd/- (Dr. G.Vallabh Reddy) Managing Director

Place : Hyderabad Date : 14th August 2014


Mar 31, 2013

The Members

The directors are happy to present the Twenty Third Annual Report together with Audited Accounts for the year ending on 31st March, 2013.

FINANCIAL RESULTS rs in lakhs March 13 March 12

Income (Sales and other income) 638.89 260.29

Profit/ (Loss) before Depreciation & Financial Exp. 621.93 243.64

Less: Depreciation 16.65 16.09

Financial Expenses 0.30 0.57

Profit for the year 149.65 0.42

Profit after Tax 149.65 0.42

Loss Brought forward from previous year 204.52 354.18

Prior Period Adjustments 0.00 0.00

Loss carried to the balance sheet 204.52 354.18

PERFORMANCE & OPERATIONS:

During the year under review, the performance of your company has improved substantially and the company came out of the purview of the BIFR after a struggle of nearly 15 years in March, 2013. In this backdrop, the company could not take much steps to follow Listing compliances during the year under report.

The company, however is in the process of following Corporate Governance practices during the financial year 2013-14, which will refect in the next annual report.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2012-13.

DIRECTORS:

During the year Mr.K.Prabhakar Reddy, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends for his re-appointment.

PUBLIC DEPOSITS:

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2013.

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

Additional information on conservation of energy, technology absorption foreign exchange earning and out go as required to be disclosed in terms of 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 is annexed here to (Annexure - 1) and forms part of this report.

PARTICULARS OF EMPLOYEES :

None of the employees of the company was in receipt of the remuneration in excess of the limits (Employees who are employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs. 24,00,000/- PA) prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules as amended up to date during the year.

AUDITORS:

M/s.VVS & Associates., Chartered Accountants, Hyderabad the Statutory Auditors of the Company who retires at the conclusion of the ensuing Annual General Meeting and being eligible, expressed their willingness for re-appointment . The Board recommends their re-appointment.

As required under the provisions of Section 224 of the Companies Act, 1956 the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re-appointment, if made, at the ensuing Annual General Meeting will be within the limits specified in section 224 (1B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company has complied with some of the provisions of clause 49 of the listing Agreement relating to Corporate Governance.

A detailed report on Corporate Governance and a certifcate from the Auditors regarding Compliance / Non-Compliance of the conditions of Corporate Governance as per Clause 49of the Listing Agreement is attached to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under the Companies Act, 1956 your directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) That they have selected such accounting policies and applied them consistently and made judgments 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.

(c) That they have taken proper and suffcient 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; and

(d) That they have prepared the accounts for the period ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGMENT:

The board would like to acknowledge and express their grateful appreciation for the guidance and assistance received from State Bank of Hyderabad, Overseas Branch, Bank of Baroda, Spices Board, APSEB and various departments of the State and Central Governments, suppliers and its valued customers.

By order of the Board For NATURITE AGRO PRODUCTS LTD

Sd/- Sd/- (Dr. G.Vallabh Reddy) (G.Usha) Managing Director Director

Place: Hyderabad Date : 23.08.2013


Mar 31, 2012

The Members

The directors are happy to present the Twenty Second Annual Report together with Audited Accounts for the year ending on 31st, March 2012.

FINANCIAL RESULTS rs in lakhs April 11 - March 12 April 10 - March 11

Income (Sales and other income) 26.02 21.95

Profit / (Loss) before Depreciation & Financial Exp. 0.42 75.69

Less: Depreciation 16.08 14.58

Financial Expenses - -

Profit for the year 0.42 75.69

Profit after Tax 0.42 75.69

Loss Brought forward from previous year 354.17 354.59

Prior Period Adjustments - -

Loss carried to the balance sheet 354.17 354.59

Performance & Operations:

During the year under review, the performance of your company has improved but could not carry out the operations fully. Your company aggressively tried and accepted some job works to process Fenugreek to enable survival and revival of the company.

Public Deposits:

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March 2012

BIFR:

Though the company has availed ONE TIME SETTLEMNT, it is still a sick company. The company has applied to BIFR for a rehabilitation package and the same is pending before the said authorities for consideration.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo :

Additional information on conservation of energy, technology absorption foreign exchange earning and out go as required to be disclosed in terms of 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 is annexed here to (Annexure 1) and forms part of this report.

Particulars of Employees :

None of the employees of the company was in receipt of the remuneration in excess of the limits (Employees who are employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs. 24,00,000/- PA) prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules as amended up to date during the year.

Auditors:

The Auditors of the Company M/s VVS & Associates., Chartered Accountants, Hyderabad will retire on conclusion of this Annual General Meeting and being eligible offer them selves for re-appointment. The Company has received a certificate from the auditors that their appointment if made meets the requirements of Section 224(1)(B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company has not complied with some of the provisions of clause 49 of the listing Agreement relating to Corporate Governance.

The Company being a Sick Company at present has not been in a situation to comply with many of the requirements of the Corporate Governance. However the Board feels that as soon as the Company revives, it will start implementing all the provisions of the listing agreement. A detailed report on Corporate Governance and a certificate from the Auditors regarding Compliance / Non-Compliance of the conditions of Corporate Governance as per Clause 49of the Listing Agreement is attached to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under the Companies Act, 1956 your directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) That they have selected such accounting policies and applied them consistently and made judgments 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.

(c) That they have taken proper and suffcient 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; and

(d) That they have prepared the accounts for the period ended 31st March 2012 on a going concern basis.

ACKNOWLEDGMENT:

The board would like to acknowledge and express their grateful appreciation for the guidance and assistance received from State Bank of Hyderabad, Overseas Branch, Bank of Baroda, Spices Board, APSEB and various departments of the State and Central Governments, suppliers and its valued customers.

By order of the Board For NATURITE AGRO PRODUCTS LTD

Sd/- Sd/- (Dr. G.Vallabh Reddy) (G.Usha) Managing Director Director

Date : 01.09.2012 Place: Hyderabad

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