Natura Hue Chem Limited Raipur (C. G.) 492001
Your Directors are pleased to present the 22nd Annual Report on the business andoperation of the Company together with audited statement of accounts for the year ended on31st March 2017.
1. FINANCIAL RESULTS:
|Particulars ||31st March 2017 ||31st March 2016 |
|Operating Income ||20857022.00 ||17455132.00 |
|Other Income ||3792030.00 ||300766.00 |
|Total Receipts: ||24649052.00 ||17755898.00 |
|Total Expenses ||23733082.00 ||16766796.00 |
|Profit/Loss Before Tax: ||916024.00 ||989102.00 |
|Tax Expenses ||576261.00 ||836898.00 |
|Profit/Loss for the year : ||339763.00 ||152204.00 |
|Earnings Per Share (in Rs.) ||0.08 ||0.04 |
2. PERFORMANCE REVIEW
Your directors are pleased to inform you that the year under review was good ascompared to the previous year. There was an increase of 27.24% in turnover of the Companywhich led in increase of profit to 55.29% as compared to previous year. The total incomeincluding other income amounted to Rs. 2.46 Crores as against Rs. 1.79 Crores during theprevious financial year.
The Company has recorded a profit of Rs.3.40 lacs as against a profit of Rs.1.52 lacsin the previous year after written off bad debts of Rs.49.51 lacs. The prospects for thecurrent year are much favorable as compared to the year under review. The Company ismaking all efforts to cope up with the market situations and achieve significant increasein the operations.
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 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 OFTHE COMPANY
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 COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no such orders passed by the regulators or courts or tribunals impacting thegoing concern status and companys operations in future.
8. INDUSTRIAL RELATIONS:
The Company is not running any industry. The management & employer relationscontinue to be cordial.
The Company continues to be listed on Bombay Stock Exchange (BSE). The company is dulycomplying with SEBI (LODR) Regulations 2015 from time 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 JOINT 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.
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. STATUTORY AUDITORS
The Companies Act 2013 the Act' was notified effective April 1 2014. Section 139 ofthe Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to Section 139 of the Act and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of two terms of five consecutiveyears. The Rules also lay down the transitional period that can be served by the existingauditors depending on the number of consecutive years for which an audit firm has beenfunctioning as auditor in the same company. The present auditors M/s Madhuresh Gupta& Co. have served the Company for over 10 years before the Act was notified and willbe completing the maximum number of transitional period (three years) at the ensuing 22ndAGM.
The audit committee of the Company has proposed on 29th June 2017 in their meeting andsubsequently the Board has recommended the appointment of Sunil Johri & AssociatesChartered Accountants (Firm registration number: 005960C) as the statutory auditors of theCompany. They will hold office for a period of five consecutive wars from the conclusionof the 22nd Annual General Meeting of the Company till the conclusion of the 27th AnnualGeneral Meeting to be held in 2021-22. The first year of audit will be of the financialstatements for the year ending on 31st March 2018 which will include the audit of thequarterly financial statements for the year.
M/s. Sunil Johri & Associates Chartered Accountants has given their consent andeligibility certificate to act as Statutory Auditors of the Company if their appointmentis approved by the members of the company.
Your Directors recommend their appointment on a remuneration to be decided by the Boardof Director and the Auditor mutually.
14. AUDITORS OBSERVATION:
As regard the qualification remarks by the Auditors it is stated that the Company hastaken in process analysis of HRD Data for the purpose of providing gratuity liability inaccordance with AS-15.
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 was appointed asindependent director at the annual general meeting of the Company held on 26th September2016 respectively. They have submitted a declaration that each of them meets the criteriaof independence as provided in section 149(6) of the Act and there has been no change inthe circumstances which may affect their status as independent director during 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 Kachwat 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 CS Arun Jain acts as a Company Secretary and Compliance Officer of theCompany.
a) Declaration by 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.
16. 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.
17. 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.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company is not covered under Section 135(2) of the Companies Act 2013. Hence nopolicy or disclosures are required to be made under the said section or applicable rules.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met ten (8) times during the year under review. Proper noticesof the meeting were given to all the Directors and intimation were duly made to StickExchange regarding the conducting of the Board Meeting and its outcome.
20. SECRETARIAL AUDIT
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 2015-2016. His report is annexed herewith as (Annexure-1).
21. MANAGEMENT DISCUSSION AND ANALYSIS:
Managements Discussion and Analysis Report for the year under review asstipulated under Schedule V of SEBI (LODR) Regulations 2015 is presented in (Annexure 2).
22. 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).
23. 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.
24. DISCLOSURE OF DIRECTORS REMUNERATION
As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 no remuneration has been paid to any of theDirectors of the Company.
25. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT2013
Extract of Annual return of the Company is annexed herewith as an (Annexure-5)to this report.
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 cant achieve success. Higher therisk maximum the return. Therefore your directors keep a close watch on the risk proneareas and take actions from time to time. The policy of the Company is to comply withstatutory requirements 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 March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto 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 at31st March 2016 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 further state that during the year under review there were no reportedinstances pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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) |
|DATED: 30th June 2017 ||Managing Director |
|PLACE: RAIPUR (C. G.) ||DIN 00745058 |