| Dear Members,
The directors have pleasure in presenting their 22nd Annual Report on
the business and operations of the company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS:
During the year under review, performance of your company as under:
(Rs.in Lakhs)
Particulars Year ended Year ended
31st March 2015 31st March 2014
Sales - 5231
Other Income - -
PBDI&T( )/LBDT(-) (27.02) (10.60)
Interest & Finance charges - -
Depreciation 0.08 0.09
Net Profit/(Loss) before Tax (27.10) (10.69)
Provision for Tax - -
Net Profit/ (Loss) carried to B/S (27.10) (10.69)
2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK
During the period under review, the turnover of the Company was Nil.
The financials depict loss for the company. Nutricircle Limited
(Formerly Shreeyash Industries Limited) has been operating in very
difficult markets where every retail brand has suffered hugely due to
rising inflation and perched purchasing power in the hands of buyers.
For the future growth of the company, the company is looking at
restructuring the business and enter into diversified business
activities through mergers and acquisition of business entities which
are already existing with a business profile that can catapult the
Company to be a diversified conglomerate. Towards this the company has
already scouted for alliance with various companies and could
successfully get into understanding with some companies which are into
Health care, Cosmetics, Agriculture.
3. CHANGE IN NATURE OF BUSINESS:
During the period under review, there has been change in the nature of
the business with the addition in the Main Objects Clause ofthe
Memorandum of Association ofthe Company from Textiles to Natural and
Herbal Supplement related business particularly in the field
ofneutraceuticals.
4. DIVIDEND
In view of the losses suffered during the year under review, your
Directors do not recommend any Dividend for the year ended 31.03.2015.
5. AMOUNTS TRANSFERRED TO RESERVES:
The amount carried to Reserves during the period under review-Nil
6. SHARE CAPITAL:
The paid up share capital of your Company is Rs. 5,43,56,000/- divided
into 54,35,600 equity shares of Rs. 10/- each. During the year under
review, the Company has not issued and allotted any equity shares out of
the unissued share capital.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.C.S Jadhav & Gaurav P. Shah, retires by rotation at the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment. Your Directors recommend their re-appointment.
During the year Mrs. Bhanu Kumari Maganti was appointed as an
Additional Director and Woman Director on the Board of Directors of the
Company w.e.f 31st March, 2015. The Board recommends her appointment as
a regular director.
8. NUMBER OF MEETINGS OF THE BOARD
There were SEVEN meetings of the board held during the year. For
details ofthe meetings of the board, please refer to the corporate
governance report, which forms part of this report.
9. BOARD EVALUATION
Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49
ofthe Listing Agreement, the Board has carried out an annual evaluation
of its own performance, Board committees and individual directors.The
performance of the Board was evaluated after seeking inputs from all
the directors on the basis of the criteria such as the Board
composition and structure, effectiveness of board processes,
information and its functioning.
In a separate meeting ofindependent Directors, performance of
non-independent directors, performance ofthe board as a whole and
performance ofthe Chairman was evaluated, taking into account the views
of executive directors and non-executive directors.
10. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF
ANY
The declarations by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013\ have been obtained.
11. MANAGERIAL REMUNERATION
No remuneration was paid to the Managing Director or the Whole-time
Directors of the Company. They are only eleigible to be paid sitting
fee for attending the meetings ofthe Board of Directors held during the
year is enclosed as Annexure I to this report.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company had acquired a Subsidiary named Inner Being Wellness (Pvt.)
Ltd holding 51% of the shares in the subsidiary. HoweverThe Company has
divested the same 30.03.2015 and sold the same for valauble
consideration.
13. STATUTORY AUDITORS
The Auditors, M/s. S.K. BANG & CO, were appointed as Auditors in Annual
General Meeting held on 9th July, 2014 as Statutory Auditors ofthe
Company to hold office till the conclusion of the AGM to be held in the
calendar year 2017 subject to ratification at every Annual general
Meeting. The Board recommends the ratification of appointment of the
Auditors at a remuneration as may be decided by the Board.
14. AUDITORS' REPORT
The Auditors Report does not contain any qualification. Notes to
Accounts and Auditors report are self-explanatory and do not call for
any further comments.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 ofthe Companies Act, 2013 and Rules made there
under, Mr. Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad
has been appointed Secretarial Auditors ofthe Company. The
report of the Secretarial Auditors is enclosed as Annexure II to this
report. The report has drawn attention that the Key Managerial
Personnel ie Company Secretary and Chief Financial Officer have not
been appointed during the year under review.
The Board clarifies that since there was no business activity and no
revenues, the appointment of KMP as per Section 203 was kept in
abeyance and shall be done when the business activity takes off.
16. INTERNAL AUDIT & CONTROLS
The Company has appointed Internal Auditors for the Company. Their
scope of work includes review of processes for safeguarding the assets
of the Company, review of operational efficiency, effectiveness of
systems and processes, and assessing the internal control strengths in
all areas.
17. RISK MANAGEMENT POLICY
The Management has put in place adequate and effective system and man
power for the purpose of risk management The Policy thereto is
available on the website of the Company.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies ( Management and Administration)
Rules, 2014 an extract of annual return in MGT 9 is attached as a part
of this Annual Report as Annexure III.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes between the date of balance sheet and the
date of this report that would affect the financial position of the
company.
21. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public as covered under
Section 73 to 76 of the Act and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the
date of the balance sheet.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.
The Company has not given any loan or guarantee or security or made any
investment during the financial year in terms of Section 186 ofthe
Companies Act, 2013.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as defined under
Section 2(76) ofthe Companies Act, 2013 and Clause 49(VII) ofthe
Listing Agreement during the financial year were in the ordinary course
of business and do not attract the provisions of Section 188 ofthe
Companies Act, 2013. There were no materially significant transactions
with related parties in the financial year which were in conflict with
the interest ofthe Company and requiring compliance ofthe provisions of
revised Clause 49 ofthe Listing Agreement. Suitable disclosure as
required by the Accounting Standards (AS 18) has been made in the notes
forming part of the Financial Statements. The Policy relating to the
said transactions can be seen on the website of the Company is enclosed
as Annexure IV.
24. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the practicing company secretary
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of the Listing agreement shall be annexed with
the report is as enclosed as Annexure V.
25. MANAGEMNT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the year ended 3181 March
2015 are attached, which form part of this report is as enclosed as
Annexure VI.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company's net worth does not exceed Rs. 500 crores or
Company's turnover does not exceed Rs.1000 crores or the Company's net
profit does not exceed Rs. 5 crore for any financial year, the
provisions ofsection 135 ofthe Companies Act, 2013 are not applicable.
27. PARTICULARS OL EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section
197 ofthe Companies Act, 2013. Hence the details are NIL
28. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions ofSection 134(5) ofthe Companies Act
2013, your directors confirm that:
a) In the preparation of the annual accounts, 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 as at 31st March, 2015 and of the profit /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 ofthe Companies Act 2013 for safeguarding the assets ofthe
company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the annual accounts on a going concern
basis;
e) 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.
f) The directors in case of listed company have laid down internal
financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
29. LISTING
The shares of your company are listed at BSE Ltd, Calcutta Stock
Exchange Limited, Hyderabad Stock Exchange ( Derecognized). The Company
has duly complied with all the applicable provisions of the Listing
Agreement.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) ofthe Companies
Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014 are
provided as under.
CONSERVATION OF ENERGY:
1 the steps taken or impact on conservation of energy
2 the steps taken by the company for utilizing alternate
sources of energy Nil
3 the capital investment on energy conservation equipment's
TECHNOLOGY ABSORBTION:
1 The efforts made towards technology absorption
2 The benefits derived like product improvement, cost reduction,
product development or import substitution
3 In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) Nil
the details of technology imported the year of import; whether the
technology been fully absorbed if not fully absorbed, areas where
absorption has not taken place, and the reason thereof
4 The expenditure incurred on Research and Development
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the
year are NIL
31. REDUCTION OF CAPITAL
As on 31st March 2015 the accumulated losses of the company was ofRs.
51,718,238/- (Rupees Five Crore Seventeen Lacs Eighteen Thousand two
hundred & Thirty eight Only). The Board at their meeting and as per the
applicable provisions of the Companies Act, 2013 read with necessary
SEBI Circulars propsed a scheme of reduction of capital to set off the
accumulated losses of Rs. 51,638,200/- (Rupees Five Crore Sixteen Lacs
Thirty eight Thousand Two Hundred only) against the paid up capital of
the Company of Rs. 54,356,000/- (Rupees five Crore forty three lacs
fufty six Thousand Only). On appointed date i.e. 1st April, 2015, the
Subscribed and Fully Paid-up Share Capital of the Company shall stand
reduced from Rs. 54,356,000/- (Rupees five Crore forty three lacs fifty
six Thousand Only)divided into 5,435,600 (Fifty four Lacs thirty-five
Thousand six hundred) fully paid up Equity Shares of Rs. 10/ - (Rupees
Ten Only), to Rs. 2,718,000 (Twenty seven Lacs Eighteen Thousand only)
divided into 271,800 (Two Lacs Seventy one Thousand Eight Hundred)
Equity Shares of Rs. 10/- (Ten only) each.
Pursuant to cl. 24(f) of the Listing Agreement, the Company filed
necessary application with the BSE Ltd. and waiting for necessary
approvals.
32. TAKEOVER OF BUSINESS OF M/S. INNER BEING NUTRI CARE PRIVATE LIMITED
The Board for better business syenery decided to buy 100% stake in M/s.
Inner Being Nutri Care Private Limited. The Director and shareholders
of M/s. Inner Being Nutri Care Private Limited are also Director and
Shareholder of the company. It is a related party transaction. The
Board took utmost care and diligence to comply all applicable
provisions and prudential business norms.
33. ACKNOWLEDGEMENT:
The directors thank the Company's employees, customers, vendors and
investors for their continuous support. The Directors also wish to
place on record its appreciation of Banks, Stock Exchange & Other
authorities for their able guidance and support.
Date: 31.08.2015 For and on behalf of Board of Directors
Place: Hyderabad
Sd/- Sd/-
(Hitesh M Patel) (Mudigonda Phaneesh)
Managing Director Director
DIN: 02080625 DIN: 00012114
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