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Natraj Proteins Ltd.

BSE: 530119 Sector: Industrials
NSE: N.A. ISIN Code: INE444D01016
BSE 00:00 | 27 Jul 56.70 2.70
(5.00%)
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56.70

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56.70

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NSE 05:30 | 01 Jan Natraj Proteins Ltd
OPEN 56.70
PREVIOUS CLOSE 54.00
VOLUME 1398
52-Week high 68.65
52-Week low 14.00
P/E 54.00
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.70
CLOSE 54.00
VOLUME 1398
52-Week high 68.65
52-Week low 14.00
P/E 54.00
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Natraj Proteins Ltd. (NATRAJPROTEINS) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members of Natraj Proteins Limited

Your Directors take pleasure in presenting their 29th Annual Report alongwith the Audited financial statements for the year ended 31st March 2020.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

• Total revenue for the year was Rs. 15417.46 Lakhs as compared to Rs. 19093.60Lakhs.

• Net sales for the year was Rs. 15412.86 Lakhs as compared to Rs. 19072.32 Lakhsin the previous year.

• Profit before tax for the year was Rs. 32.41 Lakhs as compared to profit of Rs.135.33 Lakhs in the previous year.

• Profit after tax for the year was Rs. 33.89 Lakhs as compared to Rs. 114.66Lakhs in previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs in Lakhs)

Particulars

Year ended

31.03.2020 31.03.2019
Revenue from Operations (Net) 15412.86 19072.32
Other Income 4.62 21.28
Total Income 15417.46 19093.60
Total Expenditure before Interest and Depreciation 15809.31 19444.10
Profit before Interest Depreciation & Tax (EBIDTA) 456.67 621.17
Less: Interest 361.09 420.81
Less: Depreciation 63.17 65.03
Profit before Tax and exceptional item 32.41 135.33
Less: Exceptional Item 0.00 0.00
Profit before Tax 32.41 135.33
Less: (a) Current Tax 4.62 27.86
(b) Tax adjustments related to previous year 0.00 0.00
(c) Deferred Tax (6.10) (7.19)
Net Profit for the Year 33.89 114.66
Add: Other Comprehensive Income (2.34) 1.78
Total Comprehensive Income 31.55 116.44
Paid up Equity Share Capital 374.70 374.70
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 0.90 3.06

DIVIDEND

In order to conserve resources your directors do not recommend any dividend for theFinancial Year 2019-20 (Previous Year 2018-19 Rs. Nil) and propose to retain the profitsfor future requirements of the Company.

IMPACT OF COVID-19

In the last month of FY 2019-2020 the COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. Sincethe Company is the manufacture of edible oils through solvent extraction process andwholesale trade of cereals and pulses it was allowed to operate the plant in lockdown butdue to Covid-19 cases in the city the plant was shut down. From June 2020 the Plant isoperating with the compliance of all directives related to maintaining of SocialDistancing and mandatory to wear face mask and have proper sanitizations.

The Company's business in the domestic edible oil market is not expected to impactmuch therefore it will be impacting Company's profitability to some extent.

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 termsof section 134(3)of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31stMarch 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently. Judgments and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2020.

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.

STATE OF AFFAIRS

The company is primarily engaged in manufacture of vegetable oils fats and de-oiledcakes through solvent extraction process and wholesale of cereals and pulses.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2020 was Rs. 374.70 Lakhs dividedinto 37.47 Lakhs equity shares of Rs.10/- each. During the year under review the Companyhas not issued shares with differential voting rights or granted stock options or sweatequity. The shares of the Company are listed and traded at the portal of BSE. The companyis regular in payment of the annual listing fee.

TRANSFER TO RESERVES

The company has not transferred any amount to the general reserves or any otherreserves during the year 2019-20 (Previous year Nil).

FINANCE

Cash and cash equivalent as at 31st March 2020is Rs. 44.57 Lakhs& Bank balanceother than cash & cash equivalents is Rs. 189.62 Lakhs. (Previous year Rs.405.48Lakhs) The Company continues to focus on management of its working capital receivablesand inventories. The other working capital parameters are kept under continuousmonitoring.

Further that your company has changed its Banker from Andhra Bank to Bank of Baroda forsmooth financial transactions and reduce the interest and financial burden on the company.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31stMarch 2020. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under.

Particulars Amt in Rs.
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year N.A.
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

Further your company has filed form DPT-3 for the Annual compliance as at 31stMarch2020 for the amount received by the company which is not under the purview of section 73of the Companies Act 2013 read with Companies (Acceptance of Deposit) rules 2014 asamended form time to time.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

a) Economic Scenario and Future Outlook

We hope that a normal onset of monsoon will help the crop production and lead to betterquality crop in the current year. The Company is currently focusing on sustaining corebusiness and improve sustainable margins. The company is also focusing on right sizing ofcapacities with a view to optimize the return on capital employed. The focus areas infuture involves evaluation 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. However thereare serious concerns about crop arrival and consumption due to CoVID-19 pandemic.

b) 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 refinededible oil. The demand for De-oiled cakes (DOC) is highly dependent on the performance ofpoultry industry which itself is reeling from pressure of COVID-19 pandemic and facingsevere shortage in demand.

c) Opportunities and Threats:

Opportunities may arise once the severity of corona virus infections go down andnormalcy returns to poultry sector in India and abroad. There are positive signs fromBangladesh a major importer which presents opportunity during the coming year.

The predominant threat this financial year continues to be the COVID-19 pandemic. It isdifficult to assess material impact on business given the volatile nature of infection andthe steps taken by government to deal with it on a situation based basis.

d) 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 were also given the opportunity to learn throughvarious small projects which made them look at initiatives from different perspectives andthus provided them a platform to become result oriented. This has helped greatly inoverall 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.

e) Segment Reporting & Finance performance of the Product:

Company is dealing in 2 business activities i.e. Solvent Extraction and CommodityDerivative Trading. However there is no requirement of segmental reporting as the salesof commodities/derivatives are less than the threshold limit.

f) Details of Significant Changes in Key Financial Ratios

Key Ratio 2019-20 2018-19 Variance Comments for Variation in ratio above 25%
1 Debtors Turnover Ratio

9.29

11.08

-16.15

-
2 Inventory Turnover Ratio

2.92

2.72

7.35

-
3 Interest Coverage Ratio

1.09

1.53

-28.76

Increase in finance cost during the year excess utilization of OD Limit to meet out working capital requirement.
4 Current Ratio

1.91

1.84

3.80

-
5 Debt Equity Ratio

0.99

1.04

-4.81

-
6 Operating Profit Margin (%)

2.96

3.26

-9.20

-
7 Net Profit Margin (%)

0.22

0.60

-63.34

There is a reduction in over all turnover due to which profitability is also decreased.
8 Return on Equity (%) (Any Change)

9.04

30.60

-70.45

do

Note: In calculations of the aforesaid ratios the adjustments for accountingtreatments given to comply with the requirements for IND-AS have not been considered.

g) Cautionary statement:

Statement made in the management discussion and analysis report as regards theexpectations or predictions are forward looking statements within the meaning ofapplicable laws and Regulations. Actual performance may deviate from the explicit orimplicit expectations.

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 Solvent Extraction of Soybean oil and in thisindustry price is determined by the market influences.

CSR INITIATIVES

In view of the profits and turnover the Company was not required make any new budgetfor CSR for the year 2019-20. However the company carrying the unspent amount of totalRs. 33.48Lakhs for the year 2014-15 2015-16 and 2016-17. The company has expended Rs.6.12 Lakhs towards the CSR activities during the year 2019-20 and the Company is nowrequired to spend total balance amount of Rs. 27.36 Lakhs towards CSR activities. TheAnnual Report on CSR activities is annexed herewith as "Annexure A".

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 Complaints Committees (ICC). Statement showing the numberof complaints filed during the financial year and the number of complaints pending as onthe end of the financial year is shown as under: -

Category No. of complaints pending at the beginning of F.Y. 2019-20 No. of complaints filed during the F.Y. 2019-20 No. of complaints pending as at the end of F.Y. 2019-20
Sexual Harassment Nil Nil Nil

Since there is no complaint received during the year which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of 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 well as theimbalance of demand-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.

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 Board of Directors has devised systems policies and procedures / frameworks whichare currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Company's policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and are achieving their intendedpurpose. Where weaknesses if any are identified as a result of the reviews newprocedures are put in place to strengthen controls. These controls are in turn reviewed atregular intervals.

Nothing has come to the attention of the Directors to indicate that any materialbreakdown in the function of these controls procedures or systems occurred during theyear under review. There have been no significant changes in the Company's internalfinancial controls during the year that have materially affected or are reasonably likelyto materially affect its internal financial controls. There are inherent limitations tothe effectiveness of any system of disclosure controls and procedures including thepossibility of human error and the circumvention or overriding of the controls andprocedures.

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 posted on the website of the Company.(Link - http://www.natrajproteins.com)

SUBSIDIARY ASSOCIATE JOINT VENTURE OF THE COMPANY

Your Company does not have any subsidiary associate or joint venture during the year2019-20 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 2019-20.

BOARD OF DIRECTORS KMPS AND THEIR MEETINGS Constitution of the Board

Presently the Board of directors are comprising total of 6 (Six) Directors whichincludes 3 Independent and One NonExecutive Women Director. The Chairman of the Board isPromoter and Executive director. The Board members are highly qualified with the variedexperience in the relevant field of the business activities which play significant rolefor the business policy and decision-making process and provide guidance to the executivemanagement to discharge their 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 3 (Three) Independent directors;

1. Shri Umesh Narayan Trivedi

2. Shri Pradeep Agrawal

3. Shri Rajender Singh Tomar

As per provisions of the Companies Act 2013 Independent Directors were initiallyappointed for a period of 5 years and

tenure of Shri Umesh Narayan Trivedi and Shri Pradeep Agrawal was expired on 31stMarch 2019 however the Members of the company at their 27th AGM held on 18th Sept. 2018have re-appointed them for a further /second term of 5 (Five) Consecutive years by passinga Special Resolution.Further that the tenure of Shri Rajender Singh Tomar was over on 26thFeb. 2020 and the Members of the company at their 28th AGM held on 20th Sept. 2019 hasre-appointed him for further/second term of 5 (Five) Consecutive years by passing aSpecial Resolution.

The Independent Directors 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 2019-20. Your Board would like to inform that all theIndependent Directors are registered under the Databank as per the requirement of theCompanies Act 2013.

Directors liable to retire by rotation seeking re-appointment

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) Chairman & Managing Director is liable to retire by rotation and beingeligible offers himself for re-appointment.

Directors seeking re-appointment

Upon the recommendation of the Nomination and Remuneration Committee your Boardproposes to re-appoint Shri Sharad Kumar Jain (DIN: 02757935) as the Whole-time Directorof the company w.e.f. 1st Oct. 2020 for a further period of 3 (Three) years on the termsand conditions as specified in the Item No. 4 of the Notice of 29th AGM.

Key Managerial Personnel

Shri K.C. Sharma Chairman and Managing Director; Shri Sharad Kumar Jain Whole-timeDirector Shri Ritesh Sharma Chief Financial Officer and CS Pooja Agrawal; are the KeyManagerial Personnel within the meaning of section 203 of the Companies Act 2013.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/Business policyand strategy apart from other Board businesses.

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 6 (Six) times during the Financial Year 201920 viz. on 1st May 2019; 27thMay 2019; 31st July 2019; 13th Nov. 2019; 12th Feb. 2020 and 31st March 2020. Themaximum interval between any two consecutive meetings did not exceeded 120 days.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on 13th November2019 to review the performance of Non-Independent Directors (including the Chairman) andthe entire Board. The Independent Directors also reviewed the quality content andtimeliness of the flow of information between the Management and the Board and its'Committees which is necessary to effectively and reasonably perform and discharge theirduties.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the nomination and remuneration committeeframed a nomination

remuneration and evaluation policy which lays down the criteria for identifying thepersons who are qualified to be appointed as directors and or senior management personnelof the company along with the criteria for determination of remuneration of directorsKMP's and other employees and their evaluation and includes other matters as prescribedunder the provisions of section 178 of Companies Act 2013 and Regulation 19 of SEBI(LODR) Regulations 2015. Policy of the Company has been given at the website of theCompany at Link:-http://www.natrajproteins.com. The details of the same are also coveredin Corporate Governance Report forming part of this annual report.

ANNUAL EVALUATION BY THE 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 OF THE BOARD

During the year in accordance with the Companies Act 2013 the Board has thefollowing Six (6) Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk Management Committee (Constituted Voluntarily)

(e) Corporate Social Responsibility Committee

(f) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Company has also constituted Internal Complaints Committee (ICC)under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year2019-20 were on Arm's Length Basis and were in the Ordinary Course of business. Nomaterially significant RPT made by the Company with Promoters Directors Key ManagerialPersonnel or their relatives which may have a potential conflict with the interest of theCompany at large.

All RPT were approved by the Audit Committee and the Board. The RPT entered into by thecompany are audited. The Company has developed a RPT policy Standard Operating Proceduresfor 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 BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts during theyear 2019-20 which would impact the going concern status of the Company and its futureoperations.

AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT:

Statutory Auditors

The Auditors M/s Anup Shrivastava & Associates Chartered Accountants (F.R.No.006455C) who were appointed for a term of 5 (five)consecutive years at the 26thAnnualGeneral Meeting of the Company held on 9th September 2017 shall hold the office till theconclusion of the 31st Annual General Meeting to be held in the year 2022. As requiredunder Regulation 33(d) of the SEBI (LODR) Regulation 2015 the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Board of the company takes pleasure instating that no such observation has been made by the Auditors in their report which needsany further explanation by the Board.

Cost Records and Auditors

The company is maintaining the Cost Records as specified by the Central Governmentunder section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudit) Amendment Rules 2014 and accordingly such accounts and records are made andmaintained by the Company. Further the cost records are also audited by M/s YogeshChourasia & Associates Cost Auditors. However The Company has already filed the CostAudit Report for the year 2018-19 to the Central Government which was self-explanatoryand needs no comments. The Company is in process to file the Cost Audit Report for theyear 2019-20.

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 2020-21 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. 3 of the Notice of theAnnual General Meeting.

Secretarial Audit

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 2019-20. The Report of the Secretarial Audit Report inthe Form MR-3 is annexed as "Annexure C" 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 that;

Auditors Observation Management Comment
1 The company has not complied with the Circular No. CIR/CFD/CMD/ 13/2015 issued by SEBI dated 30.11.2015 in respect of keeping 100% shares of Promoters in D-mate Form and at-least 50% of shares of Non-Promoter Group in D-mate Form. The company has claimed exemption for the 78000 shares (3.92%) held by Late Mrs. Parveen Arora on 02.05.2018 other than that all the shares of the promoter and promoter group are in the D-mat Form.
1. Only 96.08% shares of the promoters shareholding is in D-mat Form and the company/promoters has also claimed for exemption vide letter dated 2nd May 2018 for 78000 shares held by Mrs. Parveen Arora about 3.93% to hold the shares in the physical form) as at 31st March 2020. 2. Only 46.46% of the public shareholding is in the D-mate Form. Necessary actions have been taken by the company and necessary compliances are still pending at the part of the shareholders.
3. Company has not disclosed PAN of Smt. Shubha Puri Shri Pramod Puri and Apple Mutual Fund holding more than 1% shares in the Company. Necessary actions have been taken by the company and necessary compliances are still pending at the part of the shareholders.
2 The Company has un-expended amount of Rs. 27.36 Lakhs towards the CSR activities as at 31stMarch 2020 as required to be expended under section 135 of the Companies Act 2013. During the financial year the Company has spent Rs.6.12 Lakhs out of Rs. 33.48 Lakhs and the Company could not spend the remaining balance amount due to non-identification of the suitable source and place for proper utilization of the CSR amount and need more time for verification of various proposal received from Implementing Agencies. Company is fully committed and dedicated towards its Social Responsibility. The balance amount will be spent in the financial year 2020-21.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(3)(ca) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2019-20.

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 2019-20. 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 regarding compliance of conditions ofcorporate governance and from practicing company secretary regarding disqualification ofdirectors is annexed with the Corporate Governance Report.

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 (LODR) Regulations 2015 areduly complied with. A copy of the certificate on the financial statements for thefinancial year ended 31st March 2020 is also annexed with Corporate Governance Report.

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 http://www.natrajproteins.com/corporate-governance.html

All the directors and senior management personnel have affirmed compliance with theCode for 2019-20. A declaration to this effect by the Managing Director is given in thisAnnual Report as the "Annexure D" 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 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureE".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The outbreak of the novel coronavirus pandemic (Covid-19) is causing significantdiscrepancies in economic activities the impact of which has been discussed as a part ofthe Board Report and further that the impact may continue in the current financial year2020-21.

Except the above no material changes and commitments affecting the financial positionof the Company occurred during the Financial Year to which this financial statementsrelate and the date of report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 isannexed herewith as "Annexure F".Copy of Form MGT-9 is also available onthe website of the company www.natrajproteins.com

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 G".

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 INSIDER TRADING

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.

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 and other business partners for the excellent support receivedfrom them during the year. The Directors place on record their sincere appreciation to allemployees of the Company for their unstinted commitment and continued contribution to theCompany.

For and on behalf of the Board
Place: Itarsi Kailash Chand Sharma
Date: 13th August 2020 Chairman & Managing Director
DIN 00012900

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