Management Discussion and Analysis
The Members of Natraj Proteins Limited
Your Directors take pleasure in presenting their 30th Annual Report along with theAudited financial statements for the year ended 31st March 2021.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
Total income for the year was Rs.14632.22 Lakhs as compared to Rs.15417.46 Lakhsin the previous year.
Profit before tax for the year was Rs. 97.78 Lakhs as compared to profit of Rs.32.41 Lakhs in the previous year.
Profit after tax for the year was Rs. 39.35 Lakhs as compared to Rs. 33.89 Lakhsin previous year.
SUMMARISED PROFIT AND LOSS ACCOUNT
(Rs. In Lakhs)
|Particulars ||Year ended |
| ||31.03.2021 ||31.03.2020 |
|Revenue from Operations (Net) ||14621.62 ||15412.86 |
|Other Income ||10.60 ||4.62 |
|Total Income ||14632.22 ||15417.46 |
|Total Expenditure before Interest and Depreciation ||14755.76 ||15809.31 |
|Profit before Interest Depreciation & Tax (EBIDTA) ||319.10 ||456.67 |
|Less: Interest ||181.07 ||361.09 |
|Less: Depreciation ||40.25 ||63.17 |
|Profit before Tax and exceptional item ||97.78 ||32.41 |
|Less: Exceptional Item ||0.00 ||0.00 |
|Profit before Tax ||97.78 ||32.41 |
|Less: (a) Current Tax ||12.96 ||4.62 |
|(b) Tax adjustments related to previous year ||70.45 ||0.00 |
|(c) Deferred Tax ||(24.98) ||(6.10) |
|Net Profit for the Year ||39.35 ||33.89 |
|Add: Other Comprehensive Income ||3.66 ||(2.34) |
|Total Comprehensive Income ||43.01 ||31.55 |
|Paid up Equity Share Capital ||374.70 ||374.70 |
|EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) ||1.05 ||0.90 |
In order to conserve resources your directors do not recommend any dividend for theFinancial Year 2020-21 (Previous Year 2019-20 Rs. Nil) and proposes to retain the profitsfor future requirements of the Company.
IMPACT OF COVID-19
COVID-19 put an immediate halt to many business activities across the globe as severalcountries had shut down their ports airports and domestic transportation while imposingnation-wide lockdowns leading to a disturbance in business and civil life. The lockdownin India impacted manufacturing activities across the globe. India took special measuresto control the spread by imposing one of the longest lockdowns in the world to cushionthe scarce availability of healthcare resources. The enormity of the lockdown affectedmanufacturing activities and supply chains alike disrupting the overall economy.
While India recovered fairly from the first wave the second wave has hit the countrythe hardest in terms of fatalities. The second wave has led to further State-imposedlockdowns impacting the economy while putting several restrictions in place on keybusinesses. This was followed by a slowdown in labor-intensive industries involvingmanufacturing real estate construction and infrastructure on account of the reducedlabor availability during this period. With learnings from the first wave the countryused its experience to combat the effects of the second wave. Strategic lockdowns andeasing up of the same have helped numerous States curb the spread of infection whileproviding the industry with considerable regulatory initiative to restore normalcy. Withproactive measures the country is slowly and steadily fighting against the insurgentsecond wave.
A second wave was witnessed towards the end of the 2020 financial year. The country'soptimistic recovery was thrust into further uncertainty as cases increased far morerapidly than the first wave. The fatality rate amongst individuals increased as severalStates introduced restrictions and curfews to mitigate the loss of life in the secondwave. Healthcare infrastructure in the country faced a total collapse as citizens ranhelter-skelter in search of beds oxygen cylinders and resources to survive the secondwave.
Small businesses and retailers bore the brunt of the initial impact of the second waveas they faced liquidity crunches and stretched working capital. It is expected that oncethe second wave stabilizes businesses will see 70% of pre-covid revenue. Healthcareinfrastructure was the most impacted as systemic issues led to an inability to accommodatethe exponential rise in cases during the second wave.
While the second wave is expected to upset economic growth the overall impact isexpected to be moderate as businesses and States have adjusted their businesses and cyclesto the COVID situation prevalent. Since the Company is the manufacture of edible oilsthrough solvent extraction process and wholesale trade of cereals and pulses it wasallowed to operate the plant in lockdown. The operations however were not at fullcapacity utilization due to unavailability of labor during Lockdown.
The Company's business in the domestic edible oil market is not expected to impactmuch however a shortage and demand from the hoteling/catering industry and reducedconsumption by domestic consumers impact the company's profitability to an extend.
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)(c) of the Companies Act 2013:
a. that in the preparation of the annual accounts for the year ended 31st March 2021the 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 andProfit of the Company as at 31st March 2021.
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 soyabean oil fats and de-oiledcakes through solvent extraction process and wholesale of cereals and pulses.
The paid up Equity Share Capital as on 31st March 2021 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 2020-21 (Previous year Nil).
Cash and cash equivalent as at 31st March 2021 is Rs. 19.61 Lakhs (Previous yearRs.44.57 Lakhs) & Bank balance other than cash & cash equivalents is Rs. 4.61Lakhs. (Previous year Rs.189.62 Lakhs).The Company continues to focus on management of itsworking capital receivables and inventories. The other working capital parameters arekept under continuous monitoring.
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 31st March 2021. 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.
|S.No. 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 ||N.A. |
|At the beginning of the year || |
|Maximum during the year || |
|At the end of the year || |
|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. |
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 resurgent demand post pandemic will be higher. An expectedly normalonset of monsoon will help the crop production and lead to better quality crop in thecurrent year. The company is focusing on improving the availability of its packaged oil totap into the growing market for packaged food products.
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 expected to grow as the troubledpoultry industry is expected to recover from COVID-19 pressure and general awareness aboutbenefit of a protein rich poultry diet. Government intervention in the industry isexpected to may a major role in this year.
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.
The predominant threat this financial year continues to be the COVID-19 pandemic.Globally the shortage of labour due to the pandemic has pushed the prices of all edibleoils higher. The unexpected shortage of soyabean seed has also had an upward impact onprices of raw materials as well as finished goods. It is difficult to assess materialimpact on business given the volatile nature of infection and the steps taken bygovernment 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
|S. No. ||Key Ratio ||2020-21 ||2019-20 ||Variance ||Comments for Variation in ratio above 25% |
|1 ||Debtors Turnover Ratio ||8.28 ||9.29 ||-10.87 ||N.A. |
|2 ||Inventory Turnover Ratio ||3.18 ||2.92 ||8.90 ||N.A. |
|3 ||Interest Coverage Ratio ||1.54 ||1.09 ||41.28 ||Decrease in finance cost during the year excess utilization of CC/OD Limit to meet out working capital requirement. |
|4 ||Current Ratio ||1.99 ||1.91 ||4.19 ||N.A. |
|5 ||Debt Equity Ratio ||0.90 ||0.99 ||-9.09 ||N.A. |
|6 ||Operating Profit Margin (%) ||2.11 ||2.96 ||-28.72 ||Recovery & less provision of bad debts and increase in other income. |
|7 ||Net Profit Margin (%) ||0.27 ||0.22 ||22.72 ||N.A. |
|8 ||Return on Equity (%) (Any Change) ||10.50 ||9.04 ||16.15 ||N.A. |
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.
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.
The company is in the business of Solvent Extraction of Soybean oil and in thisindustry price is determined by the market and Government Policies.
In view of the profits and turnover the Company was not required to make any newbudget for CSR for the year 2020-21. However the company is having the unspent amount ofRs. 27.36 Lakhs for the previous years which are related to the ongoing CSR Projects andhas transferred the said fund in the separate bank account as per the requirement of theCSR Rules amended as on 22.01.2021. The Annual Report on CSR activities is annexedherewith 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. 2020-21 ||No. of complaints filed during the F.Y. 2020-21 ||No. of complaints pending as at the end of F.Y. 2020-21 |
|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 year2020-21 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 2020-21.
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 Non Executive Women Director. The Chairman of the Board isPromoter and Executive Director. The Board members are 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.
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
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 2020-21. Your Board would like to inform that all theIndependent Directors are registered under the Data bank 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 Smt. Namita Sharma(DIN:02486865) Women Director is liable to retire by rotation and being eligibleoffers herself for re-appointment.
Directors seeking re-appointment
Upon the recommendation of the Nomination and Remuneration Committee your Boardproposes to re-appoint Shri Kailash Chand Sharma (DIN: 00012900) as the Chairman &Managing Director of the company w.e.f. 1stAugust 2022 for a further period of 3(Three) years on the terms and conditions as specified in the Item No. 4 of the Notice of30th AGM.
Key Managerial Personnel
Shri Kailash Chand Sharma Chairman and Managing Director; Shri Sharad Kumar JainWhole-time Director; Shri Ritesh Sharma Chief Financial Officer and CS Pooja Agrawal; arethe Key Managerial 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 5 (Five) times during the Financial Year 2020-21 viz. on 14th July 2020;13th August 2020; 24th August 2020; 9th Nov. 2020 and 10th Feb. 2021. The maximuminterval 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 9th November2020 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 foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been givenat the website of the Company at Link:-http://www.natrajproteins.com. The details of thesame are also covered in 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 Year2020-21 were on Arm's Length Basis and in the Ordinary Course of business. No materiallysignificant RPT made by the Company with Promoters Directors Key Managerial Personnel ortheir relatives which may have a potential conflict with the interest of the Company atlarge.
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 2020-21 which would impact the going concern status of the Company and its futureoperations.
AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT:
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 26th AnnualGeneral 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 2019-20 to the Central Government which was self-explanatoryand needs no comments. The Company is in process to file the Cost Audit Report for theyear 2020-21.
Your Board of Directors had on the recommendation of the Audit Committee appointedM/s Yogesh Chourasia & Associates Cost Auditors to audit the cost accounts of theCompany for the financial year 2021-22 on a remuneration of Rs. 67500/- (plus GST). Asrequired under the Companies Act 2013 the remuneration payable to the Cost Auditor isrequired to be placed before the Members in General Meeting for their ratification.Accordingly a resolution seeking Member's ratification for the remuneration payable toM/s Yogesh Chourasia & Associates Cost Auditors is included at Item No. 3 of theNotice of the Annual General Meeting.
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 2020-21. 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;
|S. No. ||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. || |
| ||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 2021. ||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. |
| ||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 31st March 2021 as required to be expended under section 135 of the Companies Act 2013. ||The Company is having on going project and the unspent amount has been transferred to a separate bank account before 30th April 2021 and the amount will be utilized for such projects in the coming years. |
|3 ||Some forms were filed by the Company after the prescribed time along with the adequate additional filing fee and this has reported as compliance by reference of payment of additional fees. ||The company has filed the forms after paying the additional fees as prescribed by the MCA and has duly complied with the requirement by paying the applicable additional filing fee. |
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 2020-21.
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 2020-21. 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.
The Managing Director and Chief Financial Officer have certified that the financialstatements and other matters as required under regulation 17(8) read with Part B ofSchedule II of the SEBI (LODR) Regulations 2015 are duly complied with. A copy of thecertificate on the financial statements for the financial year ended 31st March 2021 isalso 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 2020-21. 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 year2021-22.
Except the above no material changes and commitments affecting the financial positionof the Company occurred during the Financial Year to which these financial statementsrelate and the date of report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the Company's websitehttps://natrajproteins.com/announcements.
VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND E-VOTING AT THE AGM:
Your Company is providing E-voting facility as required under section 108 of theCompanies Act 2013 read with Rule 20 of the Companies (Management and Administration)Amendment Rules 2015. The ensuing AGM will be conducted through Video Conferencing/OVAMand no physical meeting will be held and your company has make necessary arrangements withCDSL to provide facility for remote e-voting and e-voting at AGM. The details regardinge-voting facility is being given with the notice of the Meeting.
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 F".
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.
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.
INSOLVENCY AND BANKRUPTCY CODE:
The company has filed an application u/s 9 of Insolvency and Bankruptcy Code 2016being the operational creditor against the Claro Energy Pvt. Ltd. (Corporate Debtor)before the Hon'ble NCLT New Delhi Bench which was admitted and the CIRP was commencedagainst the Corporate Debtor. The Corporate Debtor has approached the company forsettlement of the dues and the said proposal was accepted by the company and the Companyhas withdrawn the said CIRP after receipt of settlement amount. Except this the companyhas not filed any application or there is no application or proceeding pending against thecompany under the Insolvency and Bankruptcy Code 2016 during the year under review.
Your Directors state that during the year under review:
a. The Company has not issued shares (including sweat equity shares) to employees ofthe Company under any scheme;
b. There is no requirement to conduct the valuation by the bank and no Valuation doneat the time of one-time Settlement during the period under review;
c. Neither the Managing Director nor the Whole-time Directors receive any remunerationor commission from its subsidiary.
d. The Company has complied with the applicable Secretarial Standards under theCompanies Act 2013.
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.