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Natraj Proteins Ltd.

BSE: 530119 Sector: Industrials
NSE: N.A. ISIN Code: INE444D01016
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VOLUME 1
52-Week high 36.45
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P/E 25.04
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.80
Sell Qty 49.00
OPEN 29.80
CLOSE 28.50
VOLUME 1
52-Week high 36.45
52-Week low 21.35
P/E 25.04
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.80
Sell Qty 49.00

Natraj Proteins Ltd. (NATRAJPROTEINS) - Director Report

Company director report

To

The Members of

Natraj Proteins Ltd.

Your Directors take pleasure in presenting 26th Annual Report together withthe audited financial statements for the year ended 31st March 2017.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

• Total revenue for the year was Rs. 25913.74 Lakhs as compared to Rs. 20107.58Lakhs increased by 28.87%.

• Net sales for the year was Rs. 25852.35 Lakhs as compared to Rs. 20008.75 Lakhsin the previous year increased by 29.20%.

• Profit/(Loss) before tax for the year was Rs.26.03 Lakhs as compared to loss ofRs. (532.47) Lakhs in the previous year.

• Profit/(Loss) after tax for the year was Rs. 15.64 Lakhs as compared to Rs.(531.48) Lakhs in previous year in the previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. In Lakhs) (Except EPS)

Particulars

Yearended

31.03.2017 31.03.2016
Total Income from Operations and other income 25913.74 20107.59
Profit(Loss) BeforeTax (PBT) 26.03 (532.47)
Provision for Tax 10.39 (0.98)
Profit (Loss) AfterTax (PAT) 15.64 (531.49)
Earning Per share (of Rs. 10/- each) 0.42 (14.18)
Balance brought forward from previous year 2969.30 3500.79
Surplus carried to the next year's account 2984.94 2969.30

DIVIDEND

In view of inadequate profits during this year your directors do not recommend anydividend for the Financial Year 201617 (Previous Year 2015-16 Rs. Nil) and proposes toretain the profits for future requirements of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information andexplanations obtained by them your

Directors confirms the following statements in terms of Section 134(3)(c) of theCompanies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 25 A & B of the Notes to theFinancial Statements have been selected and applied consistently. Judgments and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2017.

c. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that they have prepared the Annual Accounts on a going concern basis;

e. that they have laid down internal financial controls for the company and suchinternal financial controls were adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and such system are adequate and operating effectively.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2017 was Rs. 374.70 Lakhsdivided into 37.47 Lakhs equity shares of Rs.10/- each. The Company has earlier forfeited793000 partly paid up equity shares which were not re-issued by the Company till 31stMarch 2017. During the year under review the Company has not issued shares withdifferential voting rights or granted stock options or sweat equity.

TRANSFERTO RESERVES

The company has not transferred any amount to the general reserves or any otherreserves during the year 2016-17. Your company has utilized the amount of Rs.2.19 Lakhswhich was credited to CSR Reserves being unutilized amount towards the CSR activities. TheCompany is having balance amount of Rs. 15.60 Lakhs which has been created voluntarily.

FINANCE

Cash and cash equivalent as at 31st March 2017 is Rs. 20.57 Lakhs & Bank balanceother than cash & cash equivalents is Rs. 328.39 Lakhs. The Company continues to focuson management of its working capital receivables inventories. The other working capitalparameters are kept under continuous monitoring.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there were no deposits remaining unclaimed as on 31st March 2017.Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not provided any loan and guarantee and also not made any investmentpursuant to Section 186 of the Companies Act 2013.

ECONOMIC SCENARIO AND FUTURE OUTLOOK

We hope that the normal onset of monsoon will help the crop production and lead tobetter quality of crop in the current year. We are hopeful of improved performance in thecurrent year. The Company is currently focusing on growing core business and improvesustainable margins. The company is also focusing on right sizing of capacities with aview to optimize the return on capital employed. The focus areas in future involvesevaluation of:

(a) investments for potential value creation

(b) proposals for strategic action

(c) schemes for exploitation of assets and resources to the maximum possible potential

(d) controlling of costs to stay competitive in business

The industry expects that due to improved weather conditions the current year augurswell for better soya crop size than the previous year entailing better availability ofseeds for crushing and capacity utilization of the production capacities. The companyexpects to see detrimental effects of De-monetization and uncertainties surrounding GST onits business through the first half of next financial year.

INDUSTRY OUTLOOK AND OPPORTUNITIES

There is ever increasing potential in the edible oil business and growing consumptionacross the population. The company is positive in its outlook for demand for its productsviz. refined edible oil and De-oiled cakes (DOC). The company perceives internationalprice pressure as a major threat. Local demand for DOC is on the rise and will result inbetter realization. The export market though may be impacted due to cheaper supplies fromChina and South America.

MARKET DEVELOPMENT VOLUME

The Company will continue to focus on growing its activities with a view to have betterreach and realizations. The company is planning to introduce various packaging sizes tocater to a wider range of customers. The company will lay greater stress upon developingits brand and create better visibility in the market.

SELLING PRICE

The company is in the business of Extraction of Soya Solvent and in this industryprice is determined by the market influences.

CSR INITIATIVES

In view of the profits and turnover the Company is required to undertake CSRactivities during the year 2016-17 as per section 135 of the Companies Act 2013 and therules made their under. As part of its initiatives under "Corporate SocialResponsibility (CSR) the Company has undertaken activities in the areas of promotinghealth care education & environment. These activities are largely in accordance withSchedule VII of the Companies Act 2013.

During the year 2016-17 the Company has made contributions for community developmentand providing quality education in neighborhood schools of the plant of the Company. TheAnnual Report on CSR activities is annexed herewith as "Annexure A".

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on the plant at every level.With regard to contractor safety two key areas of focus were identified namely FacilityManagement for the contractors' employees and Equipment Tools & Material Management.The Facility Management initiative was implemented to ensure adequate welfare facilitiesfor contract labor such as washrooms with bathing facilities rest rooms availability ofdrinking water etc. The Equipment Tools & Material Management Program ensured thatthe tools used by contractors were safe. The process of screening of contractors was mademore stringent to ensure that the contractors were aligned with the Company's objectivesto ensure ‘Zero Harm'.

HUMAN RESOURCES

Many initiatives were taken to support business through organizational efficiencyprocess change support and various employee engagement programs which has helped theorganization to achieve higher productivity level. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

The Company's HR processes such as hiring and on-boarding fair & transparentperformance evaluation talent management process workmen development process and marketaligned policies are being seen as benchmark practices in the Industry.

During the year under review the following Human Resources initiatives receivedgreater focus:

Employer of Choice: Employees are encouraged to express their views andare empowered to work independently. They are also given with the opportunities to learnthrough various small projects which made them look at initiatives from differentperspectives and thus provided them a platform to become result oriented. This has helpedgreatly in overall development of the employee.

Leadership Development: As a part of Leadership Development talentedemployees have been seconded to the senior leadership team to mentor them and prepare themfor the next higher role.

Industrial Relations: The Company's Industrial Relations Policy has beenbenchmarked by the Manufacturing Sector. The Company shares relevant business informationwith the Unions in order to enlighten them and make them sensitive towards businessrequirements. This has helped to build a healthy relationship and resolve issues throughmutual dialogue.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder yourcompany has constituted Internal Committees on sexual harassment of women as workplace. AStatement showing the number of complaints filed during the financial year and the numberof complaints pending as on the end of the financial year is shown as under: -

Category No. of complaints pending at the beginning of F.Y. 2016-17 No. of complaints filed during the F.Y. 2016-17 No. of complaints pending as at the end of F.Y. 2016-17
Sexual Harassment Nil Nil Nil

Since no complaints were received during the year it is appreciated by the managementof the company that efforts are made to provide safe environment for the female employeesof the company.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company is engaged in the business of extraction of edible oil and de-oiled cakesfrom Soya seeds which is associated with the normal business risk as of the imbalance ofdemand-supply of products in the Domestic and International Market.

Other than this the Government policy local area authority Taxation policyfluctuations in foreign currency rate monsoon activities non-availability of proper soyaseeds may adversely affect the profitability of the Company. In addition to that theproduct is also subject to various processes and clearances like payment ofcompensations subsidies etc. as may be decided by the State Government from time to time.

Moreover weak International Market signals are deterrent to long term strategy henceyour company is trading safely and does not want to engage in the long-term risks.Further we are focused on reducing trade barriers.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System commensurate with the size scale andcomplexity in its operations. The scope and authority of the Internal Audit (IA) is beingconducted by the independent chartered accountant functions of the internal audit aredefined. To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee of the Board.

Based on the report of internal audit the company undertakes corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to dealwith instance of the financial fraud and mismanagement if any. The details of the VigilMechanism Policy are explained in the Corporate Governance Report and annexed to the BoardReport as "Annexure B" and is also hosted on the website of the Company.(Link - http://www.natraiproteins.com/corporate-aovemance.html)

SUBSIDIARY ASSOCIATE JOINTVENTURE OFTHE COMPANY

The Company does not have any subsidiary associate or joint venture during the year2016-17 as well as at the beginning or closing of the financial year therefore thefinancial statement is prepared on standalone basis and the requirement for disclosure inthe Form AOC-1 is not applicable. Further that the Company is also not an associate orholding or subsidiary company of any other company during the year 2016-17.

BOARD OF DIRECTORS KMPs ANDTHEIR MEETINGS

Constitution of the Board

The Board of directors are comprising of total of 8 (Eight) Directors which includes 4Independent and one Women director. The Chairman of the Board is promoter and executivedirector. The Board members are highly qualified with the varied experience in therelevant field of the business activities of the Company and includes engineersadvocate tax consultants etc. which plays significant roles for the business policy anddecision making process and provide guidance to the executive management to dischargetheir functions effectively.

Board Independence

Our definition of ‘Independence' of Directors or Regulation is derived fromRegulation 16 of SEBI (LODR) Regulations 2015 and section 149(6) of the Companies Act2013. The Company is having following 4 (Four) independent directors;

1. Shri Giriraj Gupta

2. Shri Umesh Narayan Trivedi

3. Shri Pradeep Agrawal

4. Shri Rajender Singh Tomar

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years but shall be eligible for re-appointment on passingof a special resolution by the Company and shall not be liable to retire by rotation.

Declaration of independence by the Independent Directors

All the Independent Directors have given their declaration of Independence stating thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013. Further that the Board is of the opinion that all the independent directorsfulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 during the year 2016-17.

Directors seeking re-appointment at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Shri Kailash Chand Sharma (DIN00012900) Managing Director is liable to retire by rotation and being eligible offershimself for re-appointment.

The tenure of Shri Sharad Kumar Jain Whole-time director will be lapsed on 30thSept. 2017 therefore upon the recommendation of the Nomination and RemunerationCommittee of the Board the Board at their meeting held on 5th August 2017 hasre-appointed him for a further term of 3 (Three) years w.e.f. 1st Oct. 2017subject to the approval of members at the forthcoming annual general meeting.

The Board recommends to pass necessary Ordinary resolutions as set out in the notice ofthe annual general meeting.

Key Managerial Personnel

Shri K.C. Sharma Chairman and Managing Director; Shri Sharad Jain Whole-time DirectorShri J.P. Agrawal Wholetime Director Shri Ritesh Sharma Chief Financial Officer and CSShilpi Kasliwal; have been categorized as the Key Managerial Personnel within the meaningof section 203 of the Companies Act 2013.

There is no change in the Key Managerial Personal during the year 2016-17 except thatCS Namita Tripathi has resigned from the post of Company Secretary and Compliance Officerw.e.f. 12th August 2016 and CS Shilpi Kasliwal was appointed as the CompanySecretary and Compliance Officer w.e.f. 13th August 2016 and designated her asthe Key Managerial Personnel.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/Business policyand strategy apart from other Board businesses. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usuallymeetings of the Board are held in Itarsi at the Registered Office. The Agenda of theBoard/Committee meetings is circulated at least a week prior to the date of the meeting.The Agenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision. The Boardmet 4 (Four) times during the Financial Year 2016-17 viz. on 30th May2016; 12th August 2016; 12th Nov. 2016 and 11th Feb.2017. The maximum interval between any two consecutive meetings did not exceeded 120 days.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) is annexed with the Report as "AnnexureC" and is also hosted on company's website. (Link - http://www.natraiproteins.com/investor.html)

ANNUAL EVALUATION BYTHE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessmentby the Board of directors. A member of the Board does not participate in the discussion ofhis/her evaluation.

COMMITTEES OFTHE BOARD

During the year in accordance with the Companies Act 2013 the Board has thefollowing five Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.

RELATED PARTYTRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year2016-17 were on Arm's Length Basis and were in the Ordinary Course of business. Nomaterially significant RPT were made by the Company with Promoters Directors KeyManagerial Personnel or their relatives which may have a potential conflict with theinterest of the Company at large.

All RPTs were approved by the Audit Committee and the Board. The RPT entered into bythe company are audited. The Company has formulated a RPT policy Standard OperatingProcedures for purpose of identification and monitoring of such transactions.

The policy of RPT as approved by the Board is available on the Company's website (Link- http://www.natrajproteins.com/investor.html). The company has done RPT in the ordinarycourse of business and which are on Arms' Length Basis and which are not material innature and hence the requirement of Form AOC-2 is not applicable on the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts during theyear 2016-17 which would impact the going concern status of the Company and its futureoperations.

AUDITORS THEIR REPORT AND COMMENTS BYTHE MANAGEMENT:

Statutory Auditors

The Board of the company takes pleasure in stating that no such observation has beenmade by the Auditors in their report which needs any further explanation by the Board.

The Auditors M/s Bhutoria Ganesan & Co. Chartered Accountants who were appointedfor a term of three years at the Annual General Meeting of the Company held on 20thSept. 2014 shall hold the office till the ensuing Annual General Meeting. Pursuant tosection 139 and other applicable provisions as may be applicable of the Companies Act2013 read with Rule 33 of Companies (Audit and Auditors) Rules it is mandatory to rotatethe existing statutory auditors on completion of the maximum term permitted under the saidsection.

The Audit Committee of the company at their meeting held on 5th August 2017has recommended and the Board of Directors of the company has proposed the appointment ofM/s Anup Shrivastava & Associates Chartered Accountant (FRN 006455C) as the StatutoryAuditors of the company. Auditors will hold office for a period of 5 consecutive year fromthe conclusion of 26th Annual General Meeting of the company scheduled to beheld on 9th September 2017 till the conclusion of the 31st AnnualGeneral Meeting to be held in the year 2022 subject to the ratification of theirappointment at every AGM.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its activity were audited.

The Company has already filed the Cost Audit Report for the year 2015-16 to the CentralGovernment which was selfexplanatory and needs no comments. The Company is in process tofile the Cost Audit Report for the year 2016-17.

Your Directors had on the recommendation of the Audit Committee appointed M/s YogeshChourasia & Associates Cost Auditors to audit the cost accounts of the Company forthe financial year 2016-17 on a remuneration of Rs. 67500/- (plus GST). As required underthe Companies Act 2013 the remuneration payable to the Cost Auditor is required to beplaced before the Members in General Meeting for their ratification. Accordingly aresolution seeking Member's ratification for the remuneration payable to M/s YogeshChourasia & Associates Cost Auditors is included at Item No. 4 of the Notice of theAnnual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed M/s D.K. Jain & Co. Company Secretaries to undertake the SecretarialAudit of the Company for the year 2016-17. The Report of the Secretarial Audit in the FormMR-3 is annexed as "Annexure D" of this Report.

Your Board is pleased to inform that there is no such observation made by the Auditorsin their report which needs any explanation by the Board except

1. The company has not complied with the Circular No. CIR/CFD/CMD/13/2015 issued bySEBI dated 30.11.2015 in respect of keeping 100% shares of Promoters in Demat Form andat-least 50% of shares of Non-Promoter Group in Demat Form.

Management Comments: The company is in the process of compliance of the requirementsand necessary action has already been initiated.

2. Some forms were filed by the Company after the prescribed time along with theadequate additional filing fee and this has reported as compliance by reference of paymentof additional fees;)

Management Comments: There was some delay in filing of the particulars forms and hasalready complied with the same and has paid additional filing fee as prescribed.Therefore there is no default as such.

3. The Company has not expended amount towards the CSR activities as required undersection 135 of the Companies Act 2013.)

Management Comments: During the financial year Company has spent Rs.2.19 Lakhs out ofRs.45.14 Lakhs and the Company could not spend the remaining balance amount due tonon-identification of the suitable source and place for proper utilization of the CSRamount and needs more time for verification of various proposal received from ImplementingAgencies.

Company is fully committed and dedicated towards its Social Responsibility. The balanceamount will be spent in the financial year 2017-18.

DISCLOSURE FOR FRAUDS AGAINSTTHE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno frauds committed against the Company by the persons who are reportable under section141(12) by the Auditors to the Central Government. Also there were no non-reportablefrauds during the year 2016-17.

CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations 2015 a separate report titled ‘CorporateGovernance' has been attached in this Annual Report.

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2016-17. A declaration to this effect signed by the ManagingDirector of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015. Certificate from Auditors of the company regarding compliance ofconditions of corporate governance is annexed to this Report as "Annexure-E".

Shri Kailash Chand Sharma Managing Director and Shri Ritesh Sharma Chief FinancialOfficer have certified that the financial statements and other matters as required underregulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations 2015are duly complied with. A copy of the certificate on the financial statements for thefinancial year ended 31st March 2017 is annexed along with this Report as "AnnexureF".

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations 2015 requires listed companies to laydown a Code of Conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has adopted Code of Conductfor all the directors and senior management of the Company and the same has been hosted onthe website of the company httD://www.natraiDroteins.com/corDorate-aovemance.html

All the directors and senior management personnel have affirmed compliance with theCode for 2016-17. A declaration to this effect by the Managing Director is given in thisAnnual Report as the "Annexure G" with this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Since the company is not having any subsidiary associates or joint venture thereforethe requirement for Consolidated Financial Statements in accordance with relevantAccounting Standards (AS) is not applicable to the Company.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureH".

MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

APPLICABILITY OF THE IND -AS

Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules 2015 notifiedvide Notification No.G.S.R.111(E) on 16th Feb. 2015 provides that if thecompany is a listed company or having a net worth of less than Rs. 500 Crore then Companyis required to comply with the Indian Accounting Standards (IND AS) w.e.f. 01stApril 2017. Therefore IND AS has been applicable on the company w.e.f. 01stApril 2017.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure I".

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION ANDPARTICULARS OF EMPLOYEES.

Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the "Annexure J".

During the year none of the employees received remuneration in excess of Rs. One CroreTwo Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month for the part ofthe year. Therefore there is no information to disclose in terms of the provisions of theCompanies Act 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers andemployees at all levels.

PREVENTION OF INSIDERTRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forward looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied. Somefactors could make difference to the Company's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

For and on behalf of the Board
Place: Itarsi Kailash Chand Sharma
Date: 5 th August 2017 Chairman & Managing Director
DIN :00012900

REMUNERATION CRITERIA FOR NON-EXECUTIVE DIRECTORS

1. The Company is not having policy to pay any commission or remuneration to its non-executive directors.

2. If the nominee directors appointed by the Financial Institutes the Company pays Rs.5000/- for attending each meeting of the Board of directors and committee thereof.Presently there are no nominee directors available with the Company.

3. The Company reimburses the actual travelling and lodging expenses to the Non -Executive Directors for attending the Board and Committee and the members' meetings fromtime to time.

4. The Company is paying sitting fee of Rs. 5000/- for attending a meeting on a day.However it does not give any ESOP etc to its other non- executive and independentdirectors.

REMUNERATION CRITERIA FORTHE EXECUTIVE DIRECTORS AND KMP:

1. The Remuneration of the executive directors including the Chairman and ManagingDirector is determined and approved by the Remuneration Committee of the Boardconsisting of the independent directors.

2. The Executive directors are being appointed for a period of 3 years at a time.

3. The Company is not paying any sitting fee as well as do not give any ESOP etc toits other executive directors.

4. The Company is paying remuneration to its CS and CFO as per the terms of theappointment approved by the Remuneration Committee and they are also entitled for theannual increments based on their performance evaluated by the Remuneration Committee andBoard on annual basis.

"Annexure H"

Conservation of Energy Technology absorption and Foreign exchange earnings & outgo

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The CompaniesAccounts) Rules 2014]

(A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy; More usage of electricity from MPMKVVCL
(ii) the steps taken by the company for utilizing alternate sources of energy; Energy efficient devices and fittings were installed to reduce energy consumption etc
(iii) the capital investment on energy conservation equipment's New VFD boiler commissioned that is more efficient and consumes less coal. Also ensures cleaner burning of the fossil fuel.
(B) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption The company is making continuous efforts for the technological development of the plant and refinery. The technology selected by your company for solvent plant and refinery is well proven within the country and the company is making all the efforts to update its technology the company had also established a laboratory for Research & Development facilities for quality control purpose.
(ii) the benefits derived like product improvement cost reduction product development or import substitution It has reduced the cost of production and helped in improvement in quality to sustain in the competitive market.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year N.A.
(a) the details of technology imported N.A.
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A.

 

(iv) the expenditure incurred on Research and Development 2016-17 2015-16
NIL NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

2016-17 2015-16
(i) The Foreign Exchange earned in terms of actual inflows during the year; NIL NIL
(ii) and the Foreign Exchange outgo during the year in terms of actual outflows. NIL NIL

 

For Natraj Proteins Limited
Place: Itarsi Kailash Chand Sharma
Date: 4th August 2017 Chairman & Managing Director
DIN 00012900