TO THE SHAREHOLDERS
To,
The Members
BOARDS REPORT
The Directors hereby present the 30th Annual Report together with the audited accounts
of the company for the year ended 31st March 2022.
1. FINANCIAL HIGHLIGHTS
The performance of the company for the year ended 31st March 2022 is as follows:
|
For the year ended |
| Particulars |
31.03.2022 |
31.03.2021 |
| Revenue from operations |
2,14,36,570 |
5,67,74,729 |
| Other Income |
59,830 |
4,08,633 |
| Total Income |
2,14,96,400 |
5,71,83,362 |
| Exceptional items |
1,58,07,500 |
1,27,16,580 |
| Total Expenses |
3,19,24,022 |
5,46,40,199 |
| Tax Expenses |
(21,476) |
(40,717) |
| Profit/(Loss) after Tax |
(2,62,13,646) |
(1,01,32,700) |
2. DIVIDEND
Due to strengthening the Working Capital base of the company, your Directors do not
recommend any dividend for the financial year ended 31st March 2022.
3. TRANSFER TO GENERAL RESERVE
There has been no transfer to the general reserve of the company for the financial year
2021-2022.
4. SHARE CAPITAL
The paid up equity share capital as on March 31, 2022 is Rs. 320.00 lakhs divided into
32,00,000 equity shares of Rs. 10/- each and no changes has taken place during the year.
During the year, the Company has not issued any Equity Shares, Sweat Equity Shares,
Employee Stock Option and not called for Buy back of Shares during the financial year.
5. Deposits:
The Company has not accepted deposits falling within the ambit of Chapter V of the
Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the
year. There were no outstanding deposits at the end of the year.
6. Listings
Your Company is listed on BSE Ltd, Mumbai.
7. Significant or Material Orders Passed by Regulators/Courts
During the year under review, there were no significant or material orders passed by
the regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
8. Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments, affecting financial position of the
Company which has occurred between the end of the financial year of the Company i.e. March
31, 2022 and the date of this Directors Report.
9. Details of Subsidiary / Joint Venture / Associate Companies:
During the financial year 2021-22, the company neither acquired nor became the
subsidiary. There are no associate companies or joint venture companies within the meaning
of section 2(6) of the Companies Act, 2013 ("Act"). Also there has been no
material change in the nature of the business of the subsidiaries.
10. Directors Responsibility Statement
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013,
the Board to the best of its knowledge and belief and according to the information and
explanations obtained by it confirms that:
a) In the preparation of the annual accounts for the financial year ended March 31,
2022, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the company, and for preventing and detecting fraud and other irregularities
d) The Directors have prepared the Annual accounts for the financial year ended March
31, 2022 on a going concern basis;
e) The Directors have 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 have devised proper systems to ensure compliance with the provisions
of applicable laws and that such systems were adequate and operating effectively
11. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.
Not Applicable to the company
12. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
Not Applicable to the company
13. Board of Directors, Board Meetings and Key Managerial Personnel
A. Composition of the Board of Directors
As on 31st March 2022, the Board of Directors of the company comprises of a Managing
Director who is a professional director of the company, One Executive Director and Three
Independent Directors. The Company also has Two Women Directors which include One
Independent Director.
B. RETIRING BY ROTATION
In terms of Section 152 of the Companies Act, 2013, Shri. Yakub Ashrafali (DIN-
02520292) liable to retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for reappointment. The Board of Directors have recommended the
re-appointment of Shri. Yakub Ashrafali (DIN- 02520292) retiring by rotation on the
recommendation of Nomination & Remuneration Committee.
Subject to the approval of the Shareholder at the ensuing AGM the Board of Directors of
the Company on the recommendation of Nomination & Remuneration committee, recommend
the induction of Shri. Yakub Ashrafali (DIN- 02520292) as whole Time Director as more
fully set out in Item No. 2 of the Notice of the AGM.
C. Changes in Directors and Key Managerial Personnel
Smt. Aparna madhu was resigned as a Company Secretary of the Company w.e.f 31.08.2021.
D. Declaration by independent directors
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
E. Committees of the Board of Directors
In compliance with the requirements of the Companies Act, 2013 and SEBI (LODR)
Regulations 2015 and to have a focused attention on specific matters, the Board of
Directors has constituted various committees herein under. These Committees are entrusted
with such powers and functions as are detailed in their terms of reference.
1. Audit Committee
2. Nomination & Remuneration Committee 3. Shareholders Relationship Committee
Audit Committee
As on 31st March 2022, the Audit Committee of the Company comprises of the following
members: Mrs. S. Kala - Chairman & Executive Director Shree Kalaivani - Member and
Independent Director Shree Perumal Varadharaj - Member and Independent Director
Nomination and Remuneration Committee
As on 31st March 2022, the Nomination and Remuneration Committee comprises of Shree
Kalaivani as the chairperson of the committee and Shree Perumal Varadharaj and Mr. Anthony
Siluvai Raj Georgia as the Members of the committee.
Shareholders Relationship Committee
As on As on 31st March 2022 Shareholders Relationship Committee comprises of Mr.
Perumal Varadharaj as the chairman of the committee and Shree Kalaivani and Mr. Anthony
Siluvai Raj Georgia as the Members of the committee.
14. BOARD MEETINGS and COMMITTEE MEETINGS
The Board of Directors met 7 times during this financial year on 02nd April, 2021, 30th
June, 2021, 13th August, 2021, 31st August, 2021, 06th September, 2021, 14th November,
2021 and on 14th February, 2022. The maximum interval between any two meetings did not
exceed 120 days.
The members of the Company met 1 time during this financial year on 30th September,
2021.
| Name of the Directors |
Attendance at Board Meeting |
Attendance at last AGM (30th September 2021) |
| S. Kala |
7 |
1 |
| Perumal Varadharaj |
7 |
1 |
| Shreekalaivani Anthony Siluvai Raj Georgia |
7 |
1 |
| Silvus Benata |
7 |
1 |
| Y. Ashraf Ali |
7 |
1 |
Audit Committee also met 7 times during this financial year on 02nd April, 2021, 30th
June, 2021, 13th August, 2021, 31st August, 2021, 06th September, 2021, 14th November,
2021 and on 14th February, 2022.
| Name of the Directors |
Attendance at Audit Committee |
| S. Kala |
7 |
| Perumal Varadharaj |
7 |
| Shreekalaivani |
7 |
Nomination and Remuneration Committee met 3 times on 30th June, 2021, 31st August, 2021
and on 14th February, 2022.
| Name of the Directors |
Attendance at Nomination and Remuneration Committee |
| Shreekalaivani |
3 |
| Perumal Varadharaj |
3 |
| Anthony Siluvai Raj Georgia Silvus Benata |
3 |
The Shareholders Relationship Committee met on 14th February, 2022.
Independent Directors met once during this financial year on 14th February, 2022.
15. The amount to be proposed to carry to reserves :
The company has not transferred any amounts to the reserves during the year under
review.
16. Remuneration Policy :
The Companys policy on Remuneration to Directors, Key Management Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting long term and
short term performance objectives, appropriate to the working of the Company and its
goals.
The Company considers qualifications positive attributes, area of expertise, number of
directorship held in other companies and recommends suitable persons taking into account
the Companys special needs.
The Company has arrived at a set of criteria for appointment and remuneration, taking
into account, their qualifications, experience and seniority, suitability to the group and
market situation.
17. Policy on directors appointment and remuneration:
The Companys current policy is to have an appropriate mix of Executive and Independent
Directors to maintain the independence of the board and separate its functions of
governance and management. As on March 31, 2022 the Board consists of 5 Directors, 3/5th
of them being independent directors. It comprises the managing director and an executive
director both being promoters and 3 independent directors. The board periodically
evaluates the need for change in its composition and size.
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters as required under subsection (3) of Section 178 of the Companies Act,
2013 are formulated by the Nomination and Remuneration Committee and is outlined in the
Nomination Evaluation & Remuneration policy of the Company.
18. Board Evaluation :
Pursuant to the provisions of the Companies Act, 2013 the board has carried out the
annual performance evaluation of its own performance, the directors individually as well
as the evaluationof the working of its Audit, Nomination and Remuneration, Stakeholders,
Relationship. A structuredquestionnaire was prepared after taking into consideration
inputs received from the directors, covering various aspects of the boards functioning
such as adequacy of the composition of the board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.
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
participation and contribution bya director, commitment, including guidance provided to
the senior management outside of board / committee meetings, effective deployment of
knowledge and expertise, effective management of relationship with various stakeholders,
independence of behavior and judgment etc. The performance evaluation of the Independent
Directors was carried out by the entire board. The performance evaluation of the Chairman
and Managing Director were carried out by the Independent Directors.
The board also reviewed the performance senior managerial personnel.
19. Related Party Transactions
All contracts or arrangements entered into by the Company with its related parties
during the financial year were in accordance with the provisions of the Companies Act,
2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All such contracts or arrangements were on arms length
basis and in the ordinary course of business, and have been approved by the Audit
Committee.
No material contracts or arrangements with related parties were entered into during the
year under review.
Accordingly, no transactions are required to be reported in Form No. AOC-2 in terms of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
20. Auditors
M/s John Moris & Associates Chartered Accountants, Chennai (Registration Number:
007220S) were appointed statutory auditors of the company for a period of five consecutive
years commencing from the conclusion of the 28th Annual General Meeting held on 30th
December 2020 till the conclusion of the 33rd Annual General meeting subject to the
ratification of their appointment by the shareholders at the Annual General Meeting every
year. However, as per the amendment in Section 40 of the Companies Amendment Act 2017, the
ratification of the appointment of statutory auditor at the Annual General Meeting every
year is not required.
21. Internal Audit & Controls
The board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business including adherence to the Companys policies, safeguarding of its
assets, prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.
The company has appointed Mr. A.R. Murugavel, Cost Accountant, as member of Internal
Audit Committee of the company, who is having adequate experience in the field of accounts
and finance is performing the duties of internal auditors of the company.
22. Secretarial Audit Report
Your Board appointed Mr. Dusmanta Kumar Barick, Practising Company Secretary, of M/s.
DKB & Associates to conduct secretarial audit of the Company for the financial year
ended 31st March, 2022. The Report of M/s. DKB & Associates is provided in the
Annexure A forming part of this Report, pursuant to Section 204 of the Act.
23. Reply to qualification in the Secretarial Audit Report as follows
1. the Company has not filed the e-form with the Registrar of Companies for resignation
of Company Secretary.
Steps has been initiated to file the above e-form with MCA immediately.
2. The company has not updated the its website and mandatory information required to be
updated as per provisions of the Act and SEBI LODR Regulations 2015
Due to technical error at the portal Server, some of the details were not able to view
and the company is in the process of fixing the portal server problem.
3. The Audited Financial Statements of the Company were not signed as per provisions of
Section 134 of the Act and the report of directors is as per sub-section (3) (4) and (5)
thereof.
The Company will comply the same in future.
4. Company was not required to comply with the Corporate Governance requirement as per
Regulation 15 (2) of Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015.
Self explanatory and need not provide any comment on the above mentioned point.
24. Disclosure of Information as required under section 134 (3) (m) of the Companies
Act, 2013 (ACT) read with the companies (Accounts) Rules, 2014:
a) Conservation of Energy:
As an ongoing process, the Company undertakes various measures to save energy and
reduces its consumption.
b) Technology Absorption:
During the period, the company has not absorbed any technology for product improvement,
cost reduction, product development, import substitution, etc.
During the year, the company has not incurred any expenditure on research and
Development.
(c) Oreign Exchange Earnings and Outgo:
During the financial year 2021-2022, the total foreign exchange outgo was NIL lakhs
while the foreign exchange earned was NIL.
25. Details in respect of adequacy of internal financial controls
The board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business including adherence to the Companys policies, safeguarding of its
assets, prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.
26. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established.
27. Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on March 31, 2022 is available on the Companys website at www.wellnessnoni.net.
28. Corporate Social Responsibility (CSR)
With the enactment of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of
Corporate Affairs, every Company having net worth of Rs. 500 crores or more or turnover of
Rs. 1000 crores or more or net profit of Rs. 5 crores or more during any financial year
have to spend at least 2% of the average net profit of the Company made during the three
immediately preceding financial years.
Accordingly the provisions of CSR activities under Companies Act, 2013 do not apply to
your company.
29. Corporate Governance
Compliance with the provisions of under Regulation 27(2) of SEBI (Listing Obligations
& Disclosures Requirement) Regulation 2015 shall not apply to your company as paid up
equity share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores
as on the last day of the previous financial year as per circular of SEBI bearing number
CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014.
30. Particulars of loans, guarantees or investments under section 186
There were no transactions in the company falling under section 186 of the Companies
Act, 2013.
31. Remuneration ratio of the directors / Key Managerial Personnel (KMP) / employees
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:
| S.No. Name |
Designation |
Remuneration paid FY 2021-22 in lakhs |
Remuneration paid FY 2020-21 in lakhs |
Increase in remuneration from previous year in lakhs |
Ratio/Times per Median of employee remuneration |
| 1. S. Kala |
Managing Director |
12.70 |
12.70 |
Nil |
Nil |
| 2. Y. Ashraf Ali |
Exec. Director |
9.57 |
9.57 |
Nil |
Nil |
| 3. Aparna Madhu |
Secretary |
1.50 |
0.90 |
Nil |
Nil |
32. Particulars of Employees :
The company has not paid any remuneration to the Independent directors.
33. Issue of employee stock options :
During the period under review, the company has not issued any shares und Employee
Stock Options to their employees.
34. Details of recommendations of audit committee which were not accepted by the board
along with reasons.
The Audit Committee generally makes certain recommendations to the Board of Directors
of the Company during their meetings held to consider any financial results (Unaudited and
Audited) and such other matters placed before the Audit Committee as per the Companies
Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 from time to time. During the year, the Board
of Directors has considered all the recommendations made by the Audit Committee and has
accepted and carried out all the recommendations suggested by the Committee to its
satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of
the Company during the year under review.
35. Prevention of insider trading
The company has framed a code of conduct for prevention of insider trading based on
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This code is applicable to all the Board members/ employees/officers/ designated persons
of the company. The code requires pre-clearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the Directors and the Designated
Persons while in possession of unpublished price sensitive information in relation to the
Company and during the period when the trading window is closed. The code of conduct for
prevention of insider trading is disclosed in the website of the company.
36. Industrialrelations/material developments in human resources
Companys Human Resource function is aligned with the Companys overall growth vision
and continuously works on areas such as recruitment and selection policies, disciplinary
procedures, reward/ recognition policies, learning and development programmes as well as
all-round employee development. The Company provides a safe and rewarding environment that
attracts and retains a talented team and where employees are engaged in delivering
exceptional results to the customers and investors. The Company acknowledges the
indispensable role of all employees in driving continued success.
During the year cordial and healthy relations were maintained with all sections/levels
of employees.
37. Statement on compliance to applicable secretarial standard
The company has complied with all the applicable secretarial standards as issued by the
Institute of Company Secretaries of India during the year 2021- 2022.
38. Human Resources :
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invest in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
39. Obligation of Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 :
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy.
During the year Company has not received any complaint of harassment.
40. Material changes and commitments, if any, 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 this report :
No material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates till the date of the report.
41. Risk management policy
Your Company endeavours to continually sharpen its Risk Management systems and
processes in line with a rapidly changing business environment. Details on the Companys
risk management framework, risk identification, risk evaluation, mitigation measures and
monitoring mechanism forms part of the managements discussion and analysis section of
this annual report.
42. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future
During the year under review, there were no significant material orders passed by the
Regulators / Courts and no litigation was outstanding as on March 31, 2022, which would
impact the goingconcern status and future operations of your Company.
The company has not obtained material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
43. Management Discussion and Analysis
In terms of the provisions of Regulation 34 of the SEBI Listing Obligations And
Disclosures Requirements Regulation (SEBI LODR) 2015, the Managements discussion and
analysis is provided in Annexure B. in this Annual Report.
44. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
By Order of the Board |
|
|
for WELLNESS NONI LIMITED |
|
|
S. Kala |
Y. Asharaf Ali |
|
Managing Director |
Director |
|
DIN 00871183 |
DIN 02520292 |
| Date : 06-09-2022 |
|
|
| Place : Chennai |
|
|
+91-9892691696
