TO, THE MEMBERS OF NUWAY ORGANIC NATURALS INDIA LIMITED
The Directors of your company have pleasure in presenting the 27th
Annual Report together with Audited Accounts of the company for the financial year ended 31st
March 2022.
FINANCIAL HIGHLIGHTS
| Standalone |
|
(Rs. In Crores) |
| Particulars |
2021-22 |
2020-21 |
| Gross Income |
0.01 |
0.41 |
| Profit /Loss Before Interest and Depreciation |
0.36 |
-0.05 |
| Finance Charges |
0.00 |
0.00 |
| Depreciation & Amortization Expenses |
1.52 |
1.83 |
| Profit /(-)Loss Before Tax |
-1.88 |
-1.88 |
| Provision for Tax |
0 |
0.00 |
| Net Profit/Loss After Tax |
-1.88 |
-1.88 |
| Profit/Loss carried to Reserve & Surplus Account |
-1.88 |
-1.88 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
The turnover of the Company is very low and the Company has suffered losses as the
operations were closed due to financial constraints during the year and that the plant at
Rajpura was closed during the year and the Board expects to restart the operations soon.
ADOPTION OF IND AS
The Company has adopted Indian Accounting Standards (Ind AS) and Annual Financial
Statements for the current year have been prepared in accordance with the Indian
Accounting Standards ("IND AS ") as prescribed under the Companies (Indian
Accounting Standards) Rules as amended from time to time notified under Section 133 of the
Companies Act, 2013.
CHANGE IN NATURE OF BUSINESS
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 recommended any dividend this year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry loss of Rs. 1.88 crores
to its reserves and surplus account.
CHANGES IN SHARE CAPITAL
There has been no change in Share Capital of the Company during the Year.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate Company and the
provisions regarding disclosure of names of companies which ceased to be the subsidiary,
joint venture or associate companies are not applicable.
TRANSFER OF 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.
ANNUAL RETURN
As required under sub-section (3) of section 92 of the Companies Act , 2013 as amended,
copy of the annual return will be placed on website of the Company www.nuwaycare.com
under the heading investors after filing with ROC/MCA, web link
-https://www.nuwaycare.com/annualreturn.html.
MEETINGS OF THE BOARD OF DIRECTORS
During the current Financial Year, the Company held 12 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.
| 15.05.2021 |
30.06.2021 |
16.07.2021 |
14.08.2021 |
01.09.2021 |
16.09.2021 |
| 06.11.2021 |
13.11.2021 |
31.12.2021 |
14.02.2022 |
03.03.2022 |
31.03.2022 |
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 THEREON
The term of Five years of M/s. Pankaj Chugh and Associates, Chartered Accountants,
Patiala statutory auditors of the Company has been completed. It is now proposed to
appoint M/s. J Mandal & Co., Chartered Accountants, New Delhi (FRN 302100E) as
statutory auditor of the Company for a period of five financial years from FY 2022-23 to
FY 2026-27 The Auditors Report and Notes on financial statements are self-explanatory,
and needs no further explanation. Further the Auditors Report for the current financial
year 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 some Related Parties Transactions as defined under Section
188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the
said Act and relevant detail is given in Form AOC-2 attached with this report.
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.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Companys existence is very minimal.
DIRECTORS AND KMP
During the current financial year, following changes have occurred in the constitution
of Board of Directors and KMP of the company,
1-Mr. Parvesh Chander Sabharwal, independent director of the Company expired on
02.05.2021.
2- Mr. Prabhjeet Singh Wahi was appointed as independent director of the Company of the
Company on 01.09.2021
3- Ms. Mansi Mehta was appointed as Company Secretary on 16.07.2021 and she left on
31.12.2021.
4- Ms. Akanksha Handoo was appointed as Company Secretary on 01.01.2022 and she
resigned on 20.04.2022 after close of current financial year.
DEPOSITS
The company has not accepted any deposits from the public during the year and there are
no unclaimed deposits.
PARTICULAR OF EMPLOYEES
The information required pursuant to Section 134(3) and 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 and Directors is attached herewith. Further,
information required under Rule 5 (2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of
remuneration as stated therein.
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 Mr. Ravinder Kumar, PCS,
Rajpura confirming compliance of conditions of Corporate Governance as stipulated in the
SEBI LODR Regulations forms part of the Board Report. According to Schedule V Part II
Section II-point IV states that: a) The remuneration package of the directors are as
follows:
| Name of Director |
Kuwarinder Singh |
| Salary |
Rs. Nil. |
| Bonus/ Stock Options/ Pension/ Medical Reimbursment |
Nil |
b) Performance linked incentives- Nil,
c) Service contracts, notice period, servant fees- Nil,
d) Stock option details- Nil
INDEPENDENT DIRECTORS AND DECLARATION
Mr. Harpal Singh and Mr. Prabhjeet Singh Wahi are independent directors of the Company
at the close of financial year. Board of Directors of the Company hereby confirms that
remaining Independent director as on the date of this report has 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 Companys Nomination and
Remuneration Committee was reconstituted and at present comprises of two Non-Executive
Independent Directors and one Non-Executive Promoter Director at the close of current
financial year. The table sets out the present composition of the Committee as under-
| S.N. |
Name of the Director |
Position held in the Committee |
Category of the Director |
| 1 |
Mr. Harpal Singh |
Chairman |
Non-Executive / Independent Director |
| 2 |
Mr. Prabhjeet Singh Wahi |
Member |
Non-Executive / Independent Director |
| 3 |
Ms. Gursharan Kaur |
Member |
Executive / Promoter Director |
The date of meetings of committee and attendance of members is given in report on
corporate governance attached with the report.
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 Directors
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 companys Audit
Committee was reconstituted and at present comprises of two Non-Executive Independent
Directors and one
Non-Executive Promoter Director at the close of current financial year. The table sets
out the present composition of the Committee as under-
| S.N. |
Name of the Director |
Position held in the Committee |
Category of the Director |
| 1 |
Mr. Harpal Singh |
Chairman |
Non-Executive / Independent Director |
| 2 |
Mr. Prabhjeet Singh Wahi |
Member |
Non-Executive / Independent Director |
| 3 |
Ms. Gursharan Kaur |
Member |
Executive / Promoter Director |
The date of meetings of committee and attendance of members is given in report on
corporate governance attached with the report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee was reconstituted during the year and
according to Section 178 of the Companies Act, 2013 which at present comprises of two
Non-Executive Independent Directors and one Non-Executive Promoter Director at the close
of current financial year. The table sets out the present composition of the Committee as
under-
| S.N. |
Name of the Director |
Position held in the Committee |
Category of the Director |
| 1 |
Mr. Harpal Singh |
Chairman |
Non-Executive / Independent Director |
| 2 |
Mr. Prabhjeet Singh Wahi |
Member |
Non-Executive / Independent Director |
| 3 |
Ms. Gursharan Kaur |
Member |
Executive / Promoter Director |
The date of meetings of committee and attendance of members is given in report on
corporate governance attached with the report.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report as provided by Ravinder Kumar, Practicing Company
Secretary for the current financial year is annexed herewith for your kind perusal and
information. The report does not contain any adverse remarks and observations.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per requirements 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.
ORDER OF COURT
There is no significant and material order passed by the regulators or courts or
Tribunals impacting the going concern status and companys operation in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place ‘Internal Financial Control Policy and that Internal
Financial Controls are in line with the policy and are adequate and are operating
efficiently. The Company is adhering to Internal Financial Controls which commensurate
with its size and operations.
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
MATERIAL VARIATIONS
The material variations between the projections and the actual utilization are not
applicable:
CODE OF CONDUCT
The Code of Conduct of Nuway Organic Naturals India Limited is attached herewith.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1. Industry structure and developments
The Company engaged in the manufacture of cosmetics products and Liquor in India. It
also involves in trading of cosmetics, bottled soda, soft drinks and packaging drinking
water. The Company is based in Rajpura and it expanded its distillery at Devinagar, Tehsil
– Rajpura and District Patiala in the state of Punjab with an investment of Rs. 400
million. The project involves distillery unit with a capacity of 45 kilo litres per day
with change of spent wash treatment technology from Bio-methanation followed by secondary
aeration followed by Ferti-irrigation to Decantation and evaporation. It manufactures
Extra Neutral Alcohol (ENA) and bottling of liquors. The distillery consumes grains like
broken Rice, Bajra and Jowar as raw materials which is readily available in Punjab. The
Company produces ENA, finished products like vodka, health drinks and IMFL, DML, PML etc.
It plans to supply ENA to the pharmaceutical industry also.
2. Opportunities and threats
The liquor industry is growing at 8% and Indian liquor market is very under-penetrated
as compared to other foreign markets. Growth opportunities are very high in this business.
The Company is aggressively looking at domestic market as well as export market for
marketing of the Company products. However, company faces competition from manufacturers
of Indian as well as international brands.
3. Segment wise or product wise performance
The major source of earning of the Company is from manufacture and sale of liquor
and earnings from trading of cosmetics, bottled soda, soft drinks and packaging drinking
water amounts to less than ten percent.
4. Outlook
Your Company is making all efforts to accelerate the growth of its business. The plant
is setup for distillery with storage facilities for the grains and equipped with latest
technology machinery. The Company has setup, state-of-the-art potable alcohol unit with a
production capacity of 45 Kilolitre per day. Your Directors are optimistic about the
future prospects of the Company.
5. Risks and concern
The Company is exposed to the market risks like change in demand, availability of raw
material and the change in government policy.
6. Internal control systems and their adequacy.
Internal control systems and procedures in the Company are commensurate with the size
and the nature of Companys business and are regularly reviewed and updated by
incorporating changes in regulatory provisions in order to safeguard the assets and to
ensure reliability of financial reporting.
7. Discussion on financial performance with respect to operational performance
The gross block of assets of the company stood at Rupees 57.90 crores and net worth of
the company is Rupees (35.72) crores at the end of current financial year.
8. Human Resources
The Company continues to give priority to its human assets. The Company provides a fair
and equitable work environment to all its employees. The Company is continuously working
to create and nurture an atmosphere which is highly motivated and result oriented.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place Prevention of Sexual Harassment Policy. This Anti-Sexual
Harassment policy of the Company is in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary and trainees) are covered under this policy.
The company has complied with provisions relating to the constitution of Internal
Complaints Committee and an Internal Complaints Committee (ICC) is in place to redress
complaints received regarding sexual harassment. The following is a summary of sexual
harassment complaints received and disposed off during the year, - No. of complaints
received: Nil, -No. of complaints disposed off: NA.
COMPLIANCES OF ALL LAWS
The Board hereby states that the company has devised proper systems to ensure
compliance of all laws applicable to the company.
COST RECORDS
The Company is maintaining cost records as per the provisions of Section 148(1) of the
Companies Act, 2013 for maintenance of cost records.
SECRETARIAL STANDARDS
The Directors state that the Company has complied with both the applicable Secretarial
Standards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors and
‘General Meetings, respectively.
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 |
|
for NUWAY ORGANIC NATURALS INDIA LIMITED |
|
Sd/- |
| DATE:10-08-2022 |
KUWARINDER SINGH |
| PLACE: RAJPURA |
MANAGING DIRECTOR |
|
DIN-08070302 |
+91-9892691696
