Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March, 2018.

1. FINANCIAL AND OPERATIONAL PERFORMANCE

a. Financial Results

Pursuant to the notification dated February 16, 2015 issued by Ministry of Corporate Affairs and the Company has adopted the Indian Accounting Standards (“IND AS”) notified under the Indian Accounting Rules, 2015 with effect from 1st April 2017. Financial statement provides further explanation on the transition to Ind AS. Financial and Operational Results of the Company for the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

(In Rupees)

b. Operations :

The Company’s total revenue grew to Rs. 1,091,417,763/- in F. Y. 2017-18 from Rs. 910,448,027 /-posted in the same period last year. Also, the Company swung to profit of Rs. 1,218,577/- in financial year 2017-18 as against loss of Rs. 62,471,458/- posted in financial year 2016-17.

c. Report on Performance of Subsidiaries :

During the year M/s. Pure care Pharma Limited ceased to be subsidiary of Company by virtue of disinvestment.

d. Dividend :

Your Directors have not recommended any dividend for the financial year ended 31stMarch, 2018 and no amount has been transferred to reserves.

e. Transfer to reserves :

During the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

f. Disclosures under section 134(3)(l) of the Companies act, 2013 :

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

g. Share Capital :

There was no changes in the Company’s Capital during the year under there view.

h. Shifting of Registered Office :

The Registered office address of the Company has been changed from A/201-202, 2ndFloor, Planet Industrial Estate, Subhash Road, Vile Parle - (East), Mumbai - 400 057 to 405, Matharu Arcade, Subhash Road, Vile Parle (East), Mumbai - 400 057 within limit of Mumbai City w.e.f. 3 d May, 2017.

Subsequently, The Registered office address of the Company has been changed from 405, Matharu Arcade, Subhash Road, Vile Parle (East), Mumbai - 400 057 to Plot No. N-92, MIDC- Tarapur, Boisar, - 401 506, District Palghar from City limit of Mumbai to City limit of Palghar within the state of Maharashtra w.e.f. 15th January, 2018.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS :

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation for inefficiency or inadequacy of such controls are reported.

3. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Full Particulars of Loans & Guarantees Given, Investments made and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement. (Please refer to Notes [3 and10] of the Financial Statement.)

4. PARTICULARS OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES :

All contracts / arrangements / transactions, falling within the purview of Section 188 of the Companies Act, 2013, entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. None of the transactions entered into by the Company with related parties were material in nature.

The particulars of contracts or arrangements with related parties are forming part of notes to Accounts in this Annual Report.

All Related party transactions have been placed before the Audit Committee and subsequently before the Board for its approval. As per the policy on Materiality of and Dealing with Related Party Transactions, omnibus approval was obtained on annual basis for transactions which are of repetitive nature. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company.

5. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

During the financial year under review:

- Mr. Kishor Ostwal, Non-Executive Director was resigned from the post of directorship with effect from 29th May, 2017;

- Mr. Chandresh Shukla, Chief Financial Officer (CFO) resigned from the office with effect from 14th February, 2018;

- Mr. Nirad Mehta, Independent Director of the Company resigned from the office of directorship of the Company with effect from 21st March, 2018;

- Mr. Uday Desai, Non-executive and non-independent Director of the Company resigned from the office of directorship of the Company from 2nd May, 2018 and was appointed as Chief Executive Officer (CEO) of the Company with effect from 2ndMay, 2018;

Directors Retiring by Rotation :

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Nidhi Naik, Director will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered herself for re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

Declaration by Independent Directors :

The Company has received and taken on record the declarations received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

6. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

A. BOARD MEETINGS:

7 meetings of Board of Directors were held during the financial year under review details of which are furnished in the Corporate Governance report forming part of Annual report.

B. Director’s Responsibility Statement :

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited Annual Financial Statements of the Company for the financial year ended March 31, 2018, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts for the financial year ended 31stMarch, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 31stMarch, 2018, and of the Profit of the Company for that year.

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis.

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

C. COMMITTEES OF BOARD :

As mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 five Committee(s) of the Board have been formed namely:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders relationship Committee

- Corporate Social Responsibility Committee

- Allotment Committee

Details of Audit Committee, Nomination & Remuneration Committee and Stakeholders relationship Committee along with their charter, composition and attendance at the Committee Meetings are provided in Corporate Governance Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee is duly constituted comprising of consisting of three(3) Directors out of which two (2) Directors are Non - Executive Independent Directors and Independent Director is a Chairman. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The detailed report on CSR activities is attached as Annexure I to this report.

D. Policies:

(I) Vigil Mechanism Policy :

In compliance of the requirements of section 177 of the companies Act,2013, Regulation 22 of Listing Regulations and as measure of good Corporate Governance practice, the Board has formulated a Vigil Mechanism Policy. The policy comprehensively provides an opportunity for employees / Directors of the Company to raise issue concerning breaches, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy is adequate safe guard against victimization.

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules, 2014, framed “Vigil Mechanism Policy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. and the same is also hosted on the website of the Company.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

(III) Corporate Social Responsibility Policy :

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee and Composition of Committees as on 31st March 2018 as under

- Mr. Mukesh Desai

- Mr. Prameshkumar Mehta

- Mr. Uday Desai

The Company’s Corporate Social Responsibility Policy is available on the web-site of the Company i.e. www.nutraplusindia.com.

E. Internal Control Systems :

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

7. AUDITORS AND AUDITOR’S REPORTS :

a. Statutory Auditor and their report :

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014, M/s Raman S. Shah & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India (ICAI) bearing registration number 119891W, was appointed as the Statutory Auditors of the Company, from the conclusion of the twenty-Seventh Annual General Meeting (AGM) held on 29thSeptember, 2017 till the conclusion of the thirty - second AGM of the Company, subject to the ratification of their appointment at every AGM.

Pursuant to Companies (Amendment) Act, 2017 the proviso regarding ratification of appointment of auditors in every general meeting by the members removed vide notification dated 7th May 2018. Therefore M/s Raman S. Shah & Associates continues to hold office upto thirty - second AGM.

M/s Raman S. Shah & Associates has provided their respective consent, certificates and declaration as required under Section 139 and 141 of the Act and the Companies ( Audit and Auditors) Rules, 2014. The Report of the Auditors on the financial statement for the year ended 31st March 2018 does not contain any qualification.

b. Secretarial Auditor and their Report :

The Board had appointed M/s. S.G. Parekh & Co, Practising Company Secretaries as Secretarial auditors for the financial year 2017-18. Secretarial Audit Report issued by M/s. S.G. Parekh & Co.in form MR-3 for the FY 2017-18 forms part of this report and marked as Annexure II.

Management Representations to the qualifications in the Secretarial Audit Report:

- Vacancy of KMP : The Chief Financial Officer resigned w.e.f. 14th February , 2018. The Company has taken steps to fill the said vacancy and expects to appoint a suitable person in near future.

- Cost Records : Due to breakout of major fire at the factory in August 2014, the entire cost records maintained at the said location have been lost. Hence, necessary steps have been taken to revive the data.

Filing of Forms with MCA: The Company is in process of filing of Form CRA -4 and MGT 7 for the Financial Year 2016-2017.

The Company is in the process of evaluating the focus areas / locations of intervention for CSR activities to cater to the pressing needs of society and deliver optimal impact. As a socially responsible Company, the Company is committed to spend on CSR activities over the coming years.

Appointment of Internal Auditor : During the period under review, the company has not entered into substantial financial transactions and hence the Company has not appointed Internal auditor. However the company has adequate mechanism for internal financial control & will appointed internal auditor shortly.

c. Cost Auditors :

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 2nd May 2018, appointed M/s. Darshan Vora & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2018-19 at Annual Audit Fee of Rs.75,000/- subject to approval of the shareholder in ensuing Annual General Meeting.

8. ANNUAL EVALUATION :

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included Board Composition, Strategic orientation, Board Functioning and Team Dynamics, leadership style, contribution to and monitoring of corporate governance practices, fulfilment of Directors’ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Nomination and Remuneration Committee considered and discussed the inputs received from the Directors and outcome of such evaluation process was satisfactory, which reflected the overall engagement of the Board and its Committees with the Company.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors.

9. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES :

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this report.

10. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made there under, by officers or employees, reported by the Statutory Auditors of the Company during the course of the audit conducted.

11. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return :

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31stMarch, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. Corporate Governance and Management Discussion & Analysis Reports :

The Company is committed to maintain the high standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Listing Regulations is annexed vide Annexure VI and forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company M/s. Raman S. Shah & Associates, Chartered Accountants, (Firm Registration Number:119891W), confirming compliance with the conditions of Corporate Governance as stipulated in Chapter IV of Listing Regulations by the Company is attached as Annexure VI(A) and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Audited Financial Statement of the Company for financial year 2017-18 is also annexed herewith vide Annexure VI(B) and forms an integral part of this Annual Report.

The Company has laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO of the Company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure VI(C) and forms an integral part of this Annual Report.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34 read with Schedule V (B) of Listing Regulations is annexed herewith vide Annexure VII and forms part of this Annual Report.

d. General Disclosures :

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F. Y. 2017-18 :

a. Details relating to acceptance of deposits covered under Chapter V of the Companies Act,2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

e. The Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from its wholly owned subsidiary Company/ subsidiary.

f. Your Directors further state that:

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

h. There was no change in the nature of business of company during F.Y. 2017-18.

i. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2017-18.

j. Reinstatement off the financial statements of the previous financial years

12. CAUTIONARY STATEMENT:

Statements in the directors’ and management discussion and analysis describing the company’s objectives, projections, estimates, expectations or predication may be “forward-looking statement within the meaning of applicable securities laws and regulations, actual results could differ materially for those expressed or implied, important factors that could make difference to the company’s operations include raw material availability and its prices, cyclical demand and pricing in the company’s principle markets, changes in government regulations, tax regimes ,economic developments within India and the countries in which the company conducts business and other ancillary factors.

13. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent.

Your Directors records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up.

For and on behalf of the Board of Directors

Dilip Pimple Mukesh Naik

Place: Mumbai Whole-time Director Chairman & Managing Director

Date: August 14, 2018 DIN:02433809 DIN: 00412896