Nuway Organic Natura Director Report

The Directors of your company have pleasure in presenting the 20th

Annual Report together with Audited Accounts of the company for the financial

year ended 31st March 2015.



FINANCIAL HIGHLIGHTS



(Rs. In Lacs)

Standalone

Particulars 2014-2015 2013-2014



Sales 5056.26 6199.88



Other Income 16.59 9.60



Profit/Loss Before Interest and

Depreciation 328.73 123.89



Interest 303.69 299.11



Depreciation 565.63 562.93



Profit/Loss after Interest and Depreciation (1198.05) (738.15)



Tax Expense 0.00 0.00



Profit/Loss after Tax (1198.05) (738.15)



Extraordinary item - 30.75



Net Profit/Loss (1198.05) (707.40)



Transfer to Reserves Surplus (1198.05) (707.40)



STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK



Turnover of the stood at Rs. 50.72 crores and the Company has suffered

losses to the tune of Rs. 11.98 crores as compared to the previous year

turnover of Rs. 62.09 crores and the losses of Rs. 7.38 crores. The

Company has suffered losses as sale of Company''s production was less

and cost of production was more as compared to the other manufactures.

The Company is making efforts to reduce cost of production to increase

the turnover of the Company.



CHANGE IN NATURE OF BUSINESS, IF ANY



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 recommending any

dividend this year.



AMOUNTS TRANSFERRED TO RESERVES



The Board of the company has decided to carry loss of Rs. 1198.05 lacs

to its reserves and surplus account.



CHANGES IN SHARE CAPITAL, IF ANY



There has been no change in Share Capital of the Company during the

Financial Year 2014-15.



INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY



The Company does not have any Subsidiary Joint venture or Associate

Company



TRANSFEROF 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.



EXTRACTOF ANNUAL RETURN



The Extract of Annual Return as required under section 92(3) of the

Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014, in Form MGT-9 is annexed herewith foryour

kind perusal and information (Annexure: 1).



MEETINGS OF THE BOARD OF DIRECTORS



During the Financial Year 2014-15, the Company held eight Board

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.



10.04.2014 30.05.2014 31.07.2014 30.09.2014



15.11.2014 31.01.2015 13.02.2015 20.03.2015



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 THERE ON



M/s. Miglani Rakesh & Associates, Chartered Accountants, Rajpura was

appointed as Statutory Auditors for a period of four years in the

Annual General Meeting held on 30th September, 2014. Their continuance

of appointment and payment of remuneration are to be confirmed and

approved in the ensuing Annual General Meeting.



There are no qualifications or adverse remarks in the Auditors'' Report

which require any clarification/ explanation. The Notes on financial

statements are self-explanatory, and needs no further explanation.



Further the Auditors'' Report for the financial year ended, 31st March,

2015 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 various Related Parties Transactions in

ordinary course of business at arm'' s length as defined under Section

188 of the Companies Act, 2013 with related parties as defined under

Section 2 (76) of the said Act. Further all the necessary details of

transaction entered with the related parties are attached herewith in

Form No. AOC-2 for your kind perusal and information (Annexure: 2).



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 (Annexure- 3).



RISK MANAGEMENT



The Company does not have any Risk Management Policy as the element of

risk threatening the Company''s existence is very minimal.



DIRECTORS AND KMP



During the current financial year the following changes have occurred

in the constitution of Board of Directors and KMP of the company:



S.

No. Name Designation Appointment



1. Smt. Anchal Narang Managing Director 15.11.2015



2. Sh. Manminder Singh

Narang Chief Financial

Office 30.09.2014



3 Mr. Amit Shekhar Company Secretary Resigned on 13.092015



DEPOSITS



The company has not accepted any deposits from the public during the

year and there are no unclaimed deposits.



RATIO OF REMUNERATION TO EACH DIRECTOR



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 (Annexure:4).



Further, no employee of the Company was in receipt of the remuneration

exceeding the limit prescribed in above said Section and Rules and

therefore information on that count is nil.



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 M/s.

Rajesh K Sharma and Associates, Chartered Accountants, Ludhiana

confirming compliance of conditions of Corporate Governance as

stipulated in the Listing Agreement with the Stock Exchanges forms part

of the Board Report.



According to Schedule V Part II Section II point IV states that:



The remuneration package of the directors are as follows:



Name of the Director Aanchal Narang



Salary 9,00,000/-



Bonus Nil



Stock Option Nil



Pension Nil



Medical Reimbursement Nil





INDEPENDENT DIRECTORS AND DECLARATION



Sh. Surinder Ahuja and Mrs. Ginny Singh were appointed as independent

directors by shareholders on 30th September, 2014 and the Board of

Directors of the Company hereby confirms that all the Independent

directors duly appointed by the Company have 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 Company''s

Nomination and Remuneration Committee comprises of three Non-executive

Directors. The table sets out the composition of the Committee



S.

No. Name of the Director Position held in

the Committee Category of the Director



1 Mrs. Ginny Singh Chairman Non Executive/Independent

Director



2 Sh.Surinder Ahuja Member Non Executive/Independent

Director



3 Sh.Manminder Singh

Narang Member Non Executive /Promoter

Director



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 Director''s 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 company''s Audit

Committee comprised of three directors. The board has accepted the

recommendations of the Audit Committee. The table sets out the

composition of the Committee:



S.

No. Name of the Director Position held in

the Committee Category of the Director



1. Mrs. Ginny Singh Chairman Non Executive/Independent

Director



2 Sh.SurinderAhuja Member Non Executive/Independent

Director



3 Sh.Manminder Singh

Narang Member Non Executive /Promoter

Director



SECRETARIAL AUDIT REPORT



There are no qualifications or adverse remarks in the Secretarial Audit

Report which require any clarification/explanation.



Further the Secretarial Audit Report as provided by Ravinder Kumar,

Practicing Company Secretary for the financial year ended, 31st March,

2015is annexed herewith for your kind perusal and information

(Annexure:5).



VIGIL MECHANISM



As per Section 177(9) and (10) of the Companies Act, 2013, and as per

the Clause 49 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.



ORDEROFCOURT



There is no significant and material order passed by the regulators or

courts or Tribunals impacting the going concern status and company''s

operation in future.



DETAILSOFADEQUACYOF INTERNAL FINANCIAL CONTROLS



Internal Financial Controls are adequate and are in consonance with the

size and operations of the Company



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



MATERIALVARIATIONS



The material variations between the projections and the actual

utilization are not applicable:



CODE OF CONDUCT



The Code of Conduct of Norway Organic Naturals India Limited is attached

herewith





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



NUWAY ORGANIC NATURALS INDIA LIMITED



DATE : 05.06.2015 MANMINDERSINGH NARANG



PLACE: RAJPURA (CHAIRMAN)



DIN-00541751