Natura Hue Chem Limited Raipur (C. G.) 492001
Your Directors are pleased to present the 24th Annual Report on the businessand operation of the Company together with audited statement of accounts for the yearended on 31st March 2019.
1. FINANCIAL RESULTS:
|Particulars ||31st March 2019 ||31st March 2018 |
|Operating Income ||390944.00 ||28262850.00 |
|Other Income ||4457702.13 ||0.00 |
|Total Receipts: ||4848646.13 ||28262850.00 |
|Total Expenses ||2711939.28 ||26333589.96 |
|Profit/Loss Before Tax: ||2136706.85 ||1929260.04 |
|Tax Expenses ||241798.00 ||590430.00 |
|Profit/Loss for the year: ||1894908.85 ||1338830.04 |
|Earnings Per Share fin Rs.] ||0.46 ||0.32 |
2. PERFORMANCE REVIEW
The total income including other income amounted to Rs. 48.49 Lakhs as against expensesof Rs. 27.11 Lakhs. The Company has recorded a total profit of Rs. 18.94 Lakhs It issignificant to note that the directors have fulfilled their assurance given in the lastyear's report of improving the situation and bring more profit in the current year.
Your directors further state that they shall make all best possible efforts to maintainthe growth and even improve the same barring any unforeseen circumstances.
3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES
The Profit has been carried over to Balance Sheet under Surplus in statement of Profit& Loss.
In order to conserve the funds for execution of future expansion plans your directorsare not in a position to recommend any dividend for the period under review.
5. CHANGE IN THE NATURE OF BUSINESS. IF ANY
There is no change in the nature of business of the Company.
6. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the Companyhave occurred during the current year.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no such orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future.
8. INDUSTRIAL RELATIONS:
The Company is not running any industry it's into service sector and engaged inbusiness of cargo handling. The management & employer relations continue to becordial.
The Company continues to be listed on Bombay Stock Exchange (BSE) and duly paid itslisting fees and also company is duly complying with SEBI (LODR) Regulations 2015 fromtime to time.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has adequate Internal Control System commensurate with its size scale andoperations. The Internal Audit Department monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.
During the year no reportable material weakness in the design or operation wasobserved.
11.SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company. TheCompany is also not a subsidiary of any other company.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors have established 'Whistle Blower Policy' and Code ofConduct' for the directors & employees of the Company as required under the provisionsof Section 177 of the Companies Act 2013 read with Rule 7 of the Companies (Meeting ofBoard and its powers) Rules 2014. The said Policy has been properly communicated to allthe directors and employees of the Company through the respective departmental heads andthe new employees shall be informed about the Vigil Policy by the Personnel Department atthe time of their joining.
The Company did not accept any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Rules made there under. As such there are no small depositorsin the company.
14. STATUTORY AUDITORS
Sunil Johri & Associates Chartered Accountants (Firm registration number: 005960C)who were appointed in 22nd Annual General Meeting for a period of consecutivefive years continues from the conclusion of the 22nd Annual General Meeting ofthe Company till the conclusion of the 27th Annual General Meeting to be heldin 2021-22 continues to hold the office of Statutory auditor and has also given theirconsent and eligibility certificate to act as Statutory Auditors of the Company on aremuneration to be decided by the Board of Director and the Auditor mutually.
15. AUDITORS OBSERVATION:
There are no qualifications reservations adverse remarks or disclaimers in thestatutory Auditor's Report on the Financial Statements of the company for the financialyear 2018-19 and hence does not require any explanations or comments.
Pursuant to the provisions of section 149 of the Act Mr. Ravindra Pokharna Mrs.Satyawati Parashar were appointed as independent directors at the annual general meetingof the Company held on 30th September 2015 and Mr. Ghanshyam Soni wasappointed as independent director at the annual general meeting of the Company held on 26thSeptember 2016 respectively. They have submitted a declaration that each of them meetsthe criteria of independence as provided in section 149(6) of the Act and there has beenno change in the circumstances which may affect their status as independent directorduring the year.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
Mr. Ravi Karma was appointed as Managing Director not liable to retire and similarlyIndependent Directors appointed are not liable to retire as per the provisions of the Act.Therefore considering the above Mr. Mansoor Ahmed and Mr. Laxminarayan Kachawat are theonly directors liable to retire by rotation at the ensuing Annual General Meeting. As perthe provision the director who has been holding the office for long is liable to retire.In view of this Mr. Laxminarayan Kachawat holds office for the longest and is liable toretire by rotation and being eligible has offered himself for re-appointment. YourDirectors recommend his appointment as a Director.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are Mr. Ravi Kamra Managing Director Mr. Chandra Bhushan Chief FinancialOfficer and Company is looking for suitable candidate for appointment of CompanySecretary after sad demise of Late Mr. Arun Kumar Jain.
a) Declaration bv Directors under Section 184
Directors declare that no directors are disqualified from being appointed as Directorof the Company under Section 184 of the Companies Act 2013.
17. SHARE CAPITAL
Authorised Capital of the Company is Rs.70000000.00 divided into 7000000 equityshares of Rs.10.00 each further the paid-up and subscribed capital stands atRs.41453000.00 divided into 4145300 equity shares of Rs.10.00 each. There have beenno changes in the Share Capital of the company. Further Company has not -
a. Issued any equity shares with differential rights during the year.
b. Issued any sweat equity shares during the year
c. Issued employee stock options during the year.
d. Made any provision for purchase of its own shares during the year.
18. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
The Company is not a manufacturing Company and as such no provisions of Conservation ofEnergy Technology Absorption under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 are attracted.
As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.
INCORPORATE SOCIAL RESPONSIBILITY
Discharging Corporate Social Responsibility (CSR) is now statutorily recognized inIndia. Section 135 of Companies Act 2013. Your Company is not covered under Section135(2) of the Companies Act 2013. Hence no policy or disclosures are required to be madeunder the said section or applicable rules.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met five (5) times during the year under review. Proper noticesof the meeting were given to all the Directors and intimation were duly made to StockExchange regarding the conducting of the Board Meeting and its outcome.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every listed Company is required toconduct a Secretarial Audit and obtain a report from a Practising Company Secretary. Inview of this the Board of Directors has appointed Satish Batra & Associates aPracticing Company Secretary firm for conducting secretarial audit of the Company for thefinancial year 2018-19. There are no qualifications reservations adverse remarks ordisclaimers in the Secretarial Auditor's Report on Secretarial and other applicable legalcompliances to be made by the company for the financial year 2018-19 and hence does notrequire any explanations or comments. His report is annexed herewith as (Annexure-1).
22.MANAGEMENT DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of SEBI (LODR) Regulations 2015 is presented in (Annexure - 2).
2 3. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions made with related parties are duly approved by Audit committee intheir meetings and in normal course of business. Form AOC-2 as required under theCompanies (Accounts) Rules 2014 is attached as (Annexure-4).
24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in notes to the Financial Statements.
25. DISCLOSURE OF DIRECTORS' REMUNERATION
As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 an amount of Rs.420000.00 has paid to Shri RaviKamra Managing Director of the Company.
26. RISK MANAGEMENT POLICY
Risk Management is a very important part of business as it is an inherent part of anybusiness unless and until a Company takes a risk can't achieve success. Higher the riskmaximum the return. Therefore your directors keep a close watch on the risk prone areasand take actions from time to time. The policy of the Company is to comply with statutoryrequirements and try to overcome the risk of penalties and prosecutions.
The Company does not have any insurable assets. However the policy of the Company isto keep insured all insurable assets to keep them adequately insured against risks anduncertainties like fire riot earthquake terrorism loss of profit etc.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:-
i. In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
ii. The directors have ensured that all applicable accounting policies are applied themconsistently and directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company as at 31stMarch 2019 and of the profit and loss of the company for that period;
iii. The directors had taken and continue to take proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
iv. The directors had prepared and continue to prepare the annual accounts on a goingconcern basis;
v. The directors had laid and continue to lay down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
vi. The directors had devised and continue to devise proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
There was no employee receiving remuneration attracting provisions of section 134(3)(q) of the Companies Act 2013 read with Rule 5(2) & (3) of rules the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.
29. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Directors are committed to create and ensure an enabling dignified and equitablework environment for every employee. The Company has in place an Anti harassment policy inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaint Committee has been set up withmajority women. Committee has a full excess to the Board of Directors and during the yearunder review there were no reported instances pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.
Your directors wish to place on record their sincere appreciation for contributionsmade by employees of the company and cooperation extended by the bankers and all personswho have directly and indirectly contributed to the success of the company.
Your directors also acknowledge the trust and confidence you have reposed in thecompany.
BY AND ON BEHALF OF THE BOARD.
| ||(Ravi Kamra) ||(Mansoor Ahmed) |
|Dated: 14th August 2019 ||Managing Director ||Director |
|Place: Raipur (C. G.) ||DIN 00745058 ||DIN 01398796 |
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
|Sr. No ||Particulars ||Details |
|(a) ||Name(s) of the related party and nature of relationship ||Nil |
|(b) ||Nature of contracts/arrangements/transactions ||Nil |
|(c) ||Duration of the contracts / arrangements/transactions ||Nil |
|(d) ||Salient terms of the contracts or arrangements or transactions including the value if any ||Nil |
|(e) ||Justification for entering into such contracts or arrangements or transactions ||Nil |
|(f) ||date(s) of approval by the Board ||Nil |
|(g) ||Amount paid as advances if any: ||Nil |
|(h) ||Date on which the special resolution was passed in general meeting as required under first proviso to section 188 ||Nil |
2. Details of material contracts or arrangement or transactions at arm's length basis
|. || || || || ||Amounts (Rs. In lacs) |
|Name of the Related Party ||Nature of relationship ||Duration of Contract ||Salient Terms of the Contract ||Date(s) of approval by the Board if any: ||Amount paid as advances if any: |
|Mr. Ravi Kamra ||Directors Remuneratio n ||5 years ||On prevailing cash prices as per Contract u/s 196 269 309 of companies Act 1956 read with sch XIII value pertaining Rs. 5.00 Lacs per annum ||1st April 2015 ||Nil |
|Mr. Arun Jain ||CS (KMP) Remuneratio n || ||As per the terms of appointment letter dated 1st March 2015 ||1st March 2015 ||Nil |
|Mr. Ghanshyam Soni Mrs. Satyawati Parashar Mr. Ravindra Pokharna ||Independent Director ||5 years from date of appointment ||Independent Director - non-executive || ||NIL |