You are here » Home » Companies » Company Overview » Natura Hue Chem Ltd

Natura Hue Chem Ltd.

BSE: 531834 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE487B01019
BSE 00:00 | 27 Jun 5.59 0.25
(4.68%)
OPEN

5.08

HIGH

5.60

LOW

5.08

NSE 05:30 | 01 Jan Natura Hue Chem Ltd
OPEN 5.08
PREVIOUS CLOSE 5.34
VOLUME 41278
52-Week high 15.68
52-Week low 0.79
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.08
CLOSE 5.34
VOLUME 41278
52-Week high 15.68
52-Week low 0.79
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Natura Hue Chem Ltd. (NATURAHUECHEM) - Director Report

Company director report

The Members

Natura Hue Chem Limited Raipur (C. G.) 492001

Your Directors are pleased to present the 26th Annual Report on thebusiness and operation of the Company together with audited statement of accounts for theyear ended on 31st March 2021.

1. FINANCIAL RESULTS:

Particulars 31st March 2021 31st March 2020
Operating Income 725000.00 -
Other Income 772450.40 984496.50
Total Receipts: 1497450.40 984496.50
Total Expenses 7644644.86 2520560.50
Profit/Loss Before Tax: (6147194.46) (1536064.00)
Tax Expenses 2311.00 293376.00
Profit/Loss for the year : (6149505.46) (1829440.00)
Earnings Per Share (in Rs.) 1.00 (0.44)

2. PERFORMANCE REVIEW

The total income including other income amounted to Rs. 14.97 Lakhs as against expensesof Rs. 76.45 Lakhs. There has been decline in the business due to unforeseen marketconditions and the last year was badly hit by the lockdown due to the ongoing pandemicCOVID-19 and measures taken on spreading of the same. Almost the quarter one went underlockdown and then after the process of unlock started in stages Many plans of the Companygot delayed and the business was affected by the mid of the year Company started properworking and managed to generate some revenue. The expenses occurred were high due tobad-debts incurred by the Company. Your directors are trying their best to make up thethings and also planning to diversfy the business so that current scenario can be dealtwith.

Your directors hope that current year will have better results barring any unforeseencircumstances.

3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES

The Loss has been carried over to Balance Sheet under head Reserves & Surplus instatement of Profit & Loss.

4. DIVIDEND

In view of losses your directors are not in a position to recommend any dividend forthe 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.

9. LISTING

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 scope and authority of Internal Audit functions have been defined in theInternal Audit scope of work to maintain its objectivity and independence the InternalAudit functions reports to the Chairman of the Audit Committee of the Board. The InternalAudit department monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating system accounting procedures andpolicies of the Company. Significant Audit observations and corrective actions thereon arepresented to the Audit Committee of the Board. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting 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. DEPOSITS:

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.

13. AUDITORS

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 from the conclusion of the 22nd Annual General Meeting of theCompany till the conclusion of the 27th Annual General Meeting and continues tohold the office of Statutory auditor and has also given their consent and eligibilitycertificate to act as Statutory Auditors of the Company on a remuneration to be decided bythe Board of Director and the Auditor mutually.

• SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act 2013 Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed Satish Batra & Associates LLP a Practicing Company Secretaryfirm for conducting secretarial audit of the Company for the financial year under review.

• MAINTENANCE OF COST RECORDS OR AUDIT

Your company is neither required to appoint Cost Auditors in terms to the provisions ofSection 148 of the Companies Act 2013 read with the Companies (Cost Record and Audit) norrequired to maintain cost records during the year under review

14. AUDITORS OBSERVATION:

• STATUTORY AUDITOR

The Auditor's Report for the year ended 31st March 2021 does not contain anyqualification reservation or adverse remarks hence require no further comment orexplanation.

• SECRETARIAL AUDIT

The Secretarial Audit Report received from the Secretarial Auditor of the Company forthe Financial Year 2020-21 is annexed herewith as ANNEXURE-1. The report does notcontain any qualification reservation or adverse remark.

• FRAUDS REPORTED BY THE AUDITORS:

During the year under review neither the Statutory Auditor nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of the fraud committed by the Company its officers and employees thedetails of which would need to be mentioned in the Board Report

15. Directors

• Appointment/Re-Appointment/Cessation

i. Board of Directors

Your Board is duly constituted with combination of executive and non-executivedirectors. Your Directors declare that no directors on the Board are disqualified frombeing appointed as Director of the Company under Section 164 of the Companies Act 2013and also they have duly disclosed their interest in terms of Section 184 of the CompaniesAct 2013.

ii. Key Managerial Personnel

Pursuant to the provisions of section 203 of the Act the following are key managerialpersonnel of the Company as on 31st March 2021 -

• Managing Director • Company Secretary • Chief Financial Officer
Mr. Ravi Kamra duly appointed by Shareholders in their meeting held on 26th September 2020 for a period of consecutive five years commencing from 1st April 2020. Ms. Sneha Agrawal was appointed on 2nd September 2019 as Company Secretary and continues to hold the position. Mr. Chandra Bhushan was appointed from 1st June 2015 and continues to hold the position.

iii. RETIREMENT BY ROTATION

As per the provisions of the Act and resolution passed by the Company Managing Directorand Independent Directors are not liable to retire. Therefore considering the above Mr.Mansoor Ahmed and Mr. Laxminarayan Kachawat are the only directors liable to retire byrotation at the ensuing Annual General Meeting. As per the provision the director who hasbeen holding the office for long is liable to retire. In view of this Mr. LaxminarayanKachawat holds office for the longest and is liable to retire by rotation and beingeligible has offered him for re-appointment. Your Directors recommend his appointment as aDirector.

iv. APPOINTMENT

In accordance with Sections 149 150 152 161 and any other applicable provisions ofthe Companies Act 2013 and in accordance with Articles of Association of the Company Mr.Aditya Sharma was appointed as an Additional Non-Executive Independent Director of theCompany w. e. f. 30th June 2021 and he shall hold the office upto the date ofensuing Annual General Meeting. The Board recommends appointment of Mr. Aditya Sharma as aNon-Executive Independent Director of the Company for a period of 5 (five) years forapproval of the members at the ensuing Annual General Meeting. Attention of the Members isinvited to the relevant item in the Notice of the Annual General Meeting and theExplanatory Statement thereto

v. CESSATION

Mr. Ghanshyam Soni Non-Executive Independent director has resigned from the Board W. e.f. 30th June 2021 and also submitted a declaration that his resignation wastendered due to his personal reasons and there being no other material reason behind thesame.

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.

16. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravindra Pokharna and Mrs. Satyawati Parashar continue to be on the Board asIndependent directors who were duly re-appointed on 28th September 2020 for asecond term of consecutive five years. No event has occurred during the previous yearwhich has affected their independency and also they have further submitted a declarationto the effect that each of them meets the criteria of independence as provided in section149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015

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. 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).

19. CORPORATE SOCIAL RESPONSIBILITY

Discharging Corporate Social Responsibility (CSR) is now statutorily recognized inIndia under 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. CORPORATE GOVERNANCE

Corporate governance is the system of rules practices and processes by which anorganisation is directed and controlled. It essentially involves balancing the interestsof a company's stakeholders such as shareholders senior management executives customerssuppliers financiers the government and the community. Your Company always tries toprovide accurate and correct information to all the sections related to the Company andsafeguarding the interest of all the stakeholders. Company being listed on Bombay StockExchange and has duly entered into the Listing Agreement with the Stock exchange and hadbeen complying with all the applicable requirements of SEBI (Listing Obligation &Disclosure Requirements) 2015 from time to time whereas Regulation 17 to 27 and clauses(b) to (i) of subregulation (2) of regulation 46 and para C D and E of Schedule V of theSEBI (LODR) Regulations 2015 are not applicable on your company as it is not having paidup capital exceeding rupees ten crore and net worth exceeding rupees twenty five crore.Therefore it is not required to provide a seprate report on Corporate Governnace.

21. 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.

22. BOARD COMMITTEES & ITS MEETINGS

This is to bring to your kind notice that regulations pertaining to composition ofBoard or Committee as applicable under the regulations of SEBI (LODR) Regulations 2015 asamended from time to time is not applicable to the Company but your company to promotegood governance aligned the composition with the said regulations.

(A) COMPOSITION OF BOARD OF DIRECTORS

The Board of Directors of your Company as on March 31st 2021 consisted of 6 Directorswith varied experience in different areas. The composition of the Board is in conformitywith provisions of Section 149 of the Companies Act 2013 and also in line with Regulation17 of SEBI (LODR) Regulation 2015 to promote good governance.

SR. Date NO. Of Board Meeting ATTENDANCE
Mr. Ravi Kamra Mr. L. N. Kachavat Mr. Mansoor Ahmed Mr. Ravindra Pokharna Mrs. Satyawati Parashar Mr. Ghanshyam Soni
M. D. Director Director Non Executive Independent Director Non Executive Women Independent Director Non Executive Independent Director
1. 16th Jul'2020 YES NO YES YES YES YES
2. 2nd Sep'2020 YES YES YES YES YES NO
3. 15th Sep'2020 YES NO YES YES YES YES
4. 6th Nov'2020 NO YES YES YES YES NO
5. 12th Feb'2021 NO YES YES YES YES YES

 

All Directors have informed about their Directorships Committee Memberships/Chairmanships including any changes in their positions.

(B) COMPOSITION OF COMMITTEES • AUDIT COMMITTEE

Your Company has duly constituted Audit Committee in conformity of Section 177 of theCompanies Act 2013 in line with Regulation 18(3) of the SEBI (LODR) Regulations 2015.The members of the Audit Committee are capable of understanding the accountings and termsrelated to financial management. The Committee is working under Chairmanship of SmtSatyawati Parashar a non-executive Independent Woman Director with Shri RavindraPokharna a non-executive Independent Director with Shri Ravi Kamra an executive directoras co-members. The committee met on four occasions. The committee met on the followingdates with attendance as shown below:

Date of Meeting Committee strength No. of members present
16th Jul'2020 3 3
15th Sep'2020 3 3
6th Nov'2020 3 3
12th Feb'2021 3 3

• Nomination & Remuneration Committee

Your Company has duly constituted Nomination & Remuneration Committee as per themandate of Section 178 of the Companies Act 2013 which is also in line with Regulation 19of the SEBI (LODR) Regulations 2015. The Committee is working under the Chairmanship ofSmt. Satyawati Parashar a non-executive independent director with Shri Ravindra Pokharnaa non-executive independent director and Shri Ghanshyam Soni non-executive independentdirector as co-members.

The Committee has been formed to review and recommend the appointment and remunerationof Directors and other Key Managerial Personnel of the Company.

• Stakeholders Relationship Committee

Stakeholders Relationship Committee is working under the Chairmanship of Smt. SatyawatiParashar a non-executive Independent director with Shri Ravi Kamra Managing Director andShri Mansoor Ahmed an executive director and of the Company as the co-members. In theFinancial year under review Committee has resolved all the cases of share transfers andno investors grievances are pending as on date of the Report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material or which are requiredto be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

24. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT-2013

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https: / / www.naturahuechem.com/.

25. 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.

26. 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. YourCompany has not extended corporate guarantee on behalf of any other Company

27. DISCLOSURE OF REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. The Statement showing the names and otherparticulars of the employees of the Company as required under Rule 5 (2 & 3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be furnished since there are no permanent employees in the Company. Furthernone of the director or employee has received remuneration in excess of the remunerationmentioned in the above mentioned Rule 5 (2) during the Financial Year 2020-21.

28. 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.

29. 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 March2021 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 2021 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.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct'for the directors & employees of the Company as required under the provisions ofSection 177 of the Companies Act 2013 read with Rule 7 of the Companies (Meeting of Boardand its powers) Rules 2014. The said Policy has been properly communicated to all thedirectors and employees of the Company and the new employees shall be informed about theVigil Policy at the time of their joining.

31. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance individual directors Chief Financial Officer Company Secretary as well asthe evaluation of the working of its Board Committees. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

32. 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.

33. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016

There are no applications made during the financial year 2020-21 by or against thecompany and there are no proceedings pending under the Insolvency and Bankruptcy Code2016.

34. ACKNOWLEDGEMENT

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 TOE BOARD.
Sd/- Sd/-
(Ravi Kamra) (Mansoor Ahmed)
Dated: 11th August 2021 Managing Director Director
Place: Raipur (C. G.) DIN 00745058 DIN 01398796

.