| Dear Members,
The Directors have a great pleasure to present the 22nd Annual Report
of your Company together with the Audited Statement of Accounts and the
Auditor's Report thereon for the financial year ended, 31st March,
2014.
1)Business / Financial Results
The working results of the company for the year under report are as
under:
Particulars For the financial For the financial
period ended period ended
31st March,2014 31st March,2013
(Amount in Rupees) (Amount in Rupees)
Turn Over 4,440,743.15 3,957,322.61
Profit Before Depreciation 676,026.58 589,884.20
Depreciation 83,238.00 71,980.00
Profit / (Loss) after
Depreciation 592,788.58 517,904.20
Provision for Tax 189000.00 170000.00
Net Profit After Tax 403788.58 347904.20
Balance Carried over to
Balance Sheet 403788.58 347904.20
a) Review of Operation:
During the financial year under review, the Company has made a turnover
of Rs 44,40,743.15 from its operation as against Rs. 39,57,322.61 for
the previous financial year. The net profit after tax for the financial
year is Rs. 4,03,788.58 as against Rs. 3,47,904.20 for the previous
financial year..
Your Directors are continuously looking for the avenues for future
growth of the company.
b) Share Capital:
During the year, the Company had not allotted any shares during the
year and thereby the subscribed and paid share capital of the company
stands as Rs.320.00 laks at the end of the financial year 2013-2014.
c) Material Changes and Commitments:
There are 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. However, the company is opting for the
merger plan with a private limited company of "Noni Biotech Private
Limited", engaged in the manufacture of NONI Products, which has good
fame and reputation for its product in prevailing market and
financially sound and well off position. The effective date for the
Merger is from 01-04-2014 subject to necessary approvals.
d) Change in the nature of business :
During the period under review, there is no change in the nature of
business.
e) Dividend :
To strengthen the capital base, Your Directors do not recommend any
dividend for the financial year ended 31st Mach 2014
f) The amount to be proposed to carry to reserves:
The Board of directors has recommended the amount of profits of Rs.
4,03,788.58 to be carried to General Reserves.
g) Details of Subsidiary /Joint Venture / Associate Companies:
During the financial year 2013-14, the company neither acquired nor
became the subsidiary or joint venture or associate company.
2) Deposits:
The company has, during the year, not accepted any deposits from the
public. Since the company does not have any liability of public
deposits during the year, there is no deposit remaining unpaid or
unclaimed as at the end of the year and no repayment obligation on
deposit and interest thereon and default thereof are applicable.
3) Directors' Responsibility Statement:
The Board of Directors of the Company confirms that:
a. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
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 or
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.
e. The directors, in the case of a listed company, 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.
4) Directors, Board Committees, Key Managerial Personnel and
Remuneration:
a) Present Board of Directors of Wellness Noni Limited :
Sl. Name of the Director Designation
No
1 Prof. P I. Peter Director
2 S. Kala Director
3 M. Devi Prabha Director
4 M. Sivakumar Director
5 S. Sridhar Director
6 A. Arunachalam Director
7 T. Thanigaikumar Director
8 S. Sunder Singh Director
b) The statement on declaration given by the independent directors has
been enclosed.
c) Re-appointment of Independent Director after completion of five year
term:
Sl.No Name of the Director
1 P. I. Peter
2 M. Devi Prabha
3 S. Kala
4 S. Sunder Singh
d) Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a director and other matter provided under sub- section
(3) of section 178.
e) During the year, Mr.S.Sunder Singh has been appointed as Additional
Individual Director for the Company
g) Particulars of loans, guarantees or investments:
During the year, the company has not made any loans, guarantees or
investments under section 186 of the Companies Act, 2013.
h) Particulars of contracts or arrangements with related parties:
During the year, the company has entered the contracts and arrangements
with related parties the particulars of which are described as follows:
Sl. Related Party Nature of Contract Aggregate Value
No of Contract
1 Noni Biotech Pvt.Ltd Selling of Products Rs. 44,40,743.00
i) Composition of Audit Committee :
The following are the members of the Audit Committee.
Sl. Name of the Member Status of the Member
No.
1 M. Sivakumar Chairman
2 S.Kala Member
3 A.Arunachalam Member
j) Nomination and Remuneration Committee:
Remuneration committee as contemplated under the listing agreement is
presently non-mandatory and hence not constituted
k) Remuneration Policy :
The Company has not appointed any Managing Director or Executive
Director and hence no managerial remuneration has been paid.
Composition of SHAREHOLDERS COMMITTEE
Sl. Name of the Member Status of the Member
No.
1 S. Sridhar Chairman
2 A. Arunachalam Member
3 T. Thanigaikumar Member
4 M. Sivakumar Member
5) Particulars of Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo:
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.
c) During the year, the company has not incurred any expenditure on
research and development.
c) Foreign Exchange Earnings and Outgo:
There has been no foreign exchange earnings and outgo during the
period.
6) Particulars of Employees
During the year, no employee has received remuneration in excess of
Rs.60 lakhs for the whole year or Rs.5 lakhs per month for the part of
the financial year or remuneration in excess of that drawn by the
Managing Director / Whole Time Director /Manager and holding 2% or more
of equity share capital of the company (himself along with spouse and
dependent children).
4) Disclosure on CSR and Other Policies:
a) Composition of CSR Committee
b) The details about the policy developed and implemented by the
company on corporate social responsibility initiatives taken during the
year.
c) A statement indicating development and implementation of a risk
management policy for the company including identification therein of
elements of risks, if any, which, in the opinion of the Board, may
threaten the existence of the company.
7) Auditors
Mr. B. Balasubramanian, Chartered Accountants, Chennai, was appointed
as statutory auditors, by the members at the Annual General Meeting
held on 5th September, 2013 and holds office till the date of Annual
General Meeting. He has expressed his unwillingness to be re-appointed
as Statutory Auditor of the company.
Mr. A. Siva, Chartered Accountant, Chennai, has expressed his
willingness to accept appointment as Statutory Auditor of the company,
to hold office from the conclusion of ensuing Annual General Meeting
till the conclusion of next Annual General Meeting of members. The
company has received a certificate from him under Section 141 of the
Companies Act, 2013 confirming that he is eligible for appointment.
The Audit Committee and the Board has reviewed his eligibility for
appointment as Statutory Auditor of the company and recommend his
appointment for the aforesaid period.
8) Observations in Audit Reports:
Since Auditor's observation and Notes to Financial Statements are self
explanatory in nature, Board's explanations are not required.
9) Secretarial Audit Report under section 204 of the Act, is not
required to be Annaxed to Board's Report.
10) During the year, the company has not exercised any Buy-Back option
of its own share u/s.67.g.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the financial year.
LISTING
The securities of the Company are listed on the Bombay Stock Exchange
Limited and Madras Stock Exchange Ltd. The Company has duly paid the
listing fees to all the aforesaid Stock Exchanges for the year 2013-14.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges, with which the Company's shares have been enlisted. A
separate Report on Corporate Governance is enclosed as a part of this
Annual Report.
A certificate as to Compliance of the conditions of Corporate
Governance as stipulated under Clause-49 of the Listing Agreement is
annexed to the Report on Corporate Governance.
SECRETARIAL COMPLIANCE CERTIFICATE UNDER 383A OF THE COMPANIES ACT,
1956
The Compliance Certificate received in accordance with the provisions
of Section 383A read with the Companies (Compliance Certificate) Rules
2001 is annexed to the Director's Report and forms part of this Annual
Report. The above said Compliance Certificate is self-explanatory and
needs no comments.
Acknowledgements :
The Board placed on record its appreciation for the assistance and
co-operation received from the Banks, Stock Exchanges and Government
Authorities. The Board also places on record its gratitude to the
employees at all levels for their commitment and dedicated efforts. The
Directors are also thankful to the shareholders for their continued
support to the Company.
For and on Behalf of the Board of Directors
Sd/- Sd/-
Place : Chennai PI. Peter S Kala
Date : 30.05.2014 Director Director |