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Natural Vanaspati Ltd.

BSE: 519045 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Natural Vanaspati Ltd
NSE 05:30 | 01 Jan Natural Vanaspati Ltd

Natural Vanaspati Ltd. (NATURALVANASPAT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 45th Annual Report on the business andoperations of your Company together with the Audited Financial Statements for the yearended March 31 2017. Financial Results and performance of the company The summarizedworking results for the Financial Year ended on 31st March 2017 as compared with theprevious year are as under:-

STANDALONE

PARTICULARS YEAR ENDED 31ST MARCH 2017 YEARENDED 31ST MARCH 2016
Gross Income 59980358 60846176
Total Expenses 54053443 60603918
Profit/ (Loss) before Interest Depreciation Tax and Exceptional & Extra Ordinary Items 5926915 242852
Exceptional Items Depreciation 1984671 8856501
Interest Provision for Tax Prior period expenses Profit/ (Loss) before Tax 3942244 (8614243)
Tax Expense-Current year 465087 (2624332)
Tax Adjustments of earlier years Profit / (Loss) after Tax 3477157 (5989911)
Earning Per Equity Share - Basic 2.36 (2.03)
Earning Per Equity Share - Diluted 2.36 12.03)

Operation and Future Outlook

Your Company has earned a net profit of 3477157.00 as on 31st March 2017 against aLoss of 5989911.00 in the previous year ended on 31st March 2016.

Trading of edible oils is improving in the year under review in comparison to theprevious year. The Company is taking necessary steps to show better results in ensuingyear in this activity.

Your Directors are putting their best efforts for the growth of the Company.

Consolidated Accounts

Since Company has not any subsidiary and Associate Company so there is no need toprepare the Consolidated Financial Statements of your Company for the Financial Year2016-17.

Dividend

Keeping in view conserving of profits of the Company Directors do not recommend anydividend for the Financial Year 2016-17.

Subsidiary Companies

The Company has not any Subsidiary Company so there is no need to comply with section129 of Companies Act 2013 and other applicable provision if any of the Companies Act2013.

Corporate Governance .

The compliance with the Corporate Governance provisions as specified in Regulations 1718 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of subregulation 46 and paraC D and E of Schedule V of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 shall not apply to the Company because paidup equity share capital is less than Rs.10 Ten Crores and net worth is less than Rs.25Crores as on the last day of the previous financial year. Accordingly report under theseprovisions is not given in the Director Report.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's various businesses viz. the decorative business internationaloperations industrial and home improvement business internal controls and theiradequacy risk management systems and other material developments during the FinancialYear 2016-17.

Public Deposit

The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 within the meaning of Section 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s)or re-enactment(s) for the time being in force).

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Ms. Hema Kedia (DIN07146567) is liable to retireby rotation at the ensuing Annual General Meeting but being eligible offers herself forre-appointment. The Board recommends her reappointment..

As required under Securities and Exchange Board of India (Listing Obligations andDisclosure Re- - quirements) Regulations 2015 the information on the particulars of theDirectors proposed for ap- pointment/re-appointment has been given in the Notice of theAnnual General Meeting.

Number of meetings of the Board of Directors During the Financial Year 2016-17 theBoard of Directors met 4 times on the following dates:

April to June 2016 July to September 2016 October to December 2016 January to March 2017
30-6-2016 1.9.2016 31.12.201S 31.3.2017

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. All material information was circulated to the directors before themeeting or placed at the meeting including minimum information required to be madeavailable to the Board.

Audit Committee

During the Financial Year 2016-17 4 Meetings of the Audit Committee of the Companywere held i.e. on 20.6.2016 21.8.2016 21.12.2016 & 21.3.2017

Independent Directors' Meeting:

As per Clause 7 of the Schedule IV of the Companies Act (Code for IndependentDirectors) a separate meeting of the Independent Directors of the Company (without theattendance of Non-Independent Directors) was held on 5.6.2016 & 10.12.2016inter-alia to discuss:

• Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Boardto effectively and reasonablyperform its duties.

Directors' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theDirectors to the best of their knowledge ability hereby state and confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures.

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for the period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The internal financial controls to be followed by the Company were laid down andsuch internal financial controls were adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

Statutory Auditors

Pursuant to Section 139(2) of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 the Company had appointed M/s.

Rahul Jain & Co Chartered Accountants (FRN- 013173S) up to the conclusion of 45thAnnual General Meeting to be held in the year 2017. The present term of M/s M/s. RahulJain & Co Chartered Accountants would expires at the conclusion of the ensuingAnnual General Meeting.

On the basis of recommendation of Audit Committee the Board of Directors of yourCompany has proposed the appointment of Mr. Arun Kumar Malani Chartered Accountant (FirmRegistration NO.000561N) as the Statutory Auditors of the Company to hold office from theconclusion of this 45th Annual General Meeting until the conclusion of 50th Annual Generalmeeting.

Auditors' Report

The comments on the statement of accounts referred to in the report of the Auditors areself-explanatory. As regard to the Auditor's observations the relevant note in thesignificant Accounting Policies notes on accounts and order disclosures areself-explanatory.

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 hasappointed Ramesh Atluri; a Practicing Company Secretary (FCS NO 30844 CP 16418) toundertake the Secretarial Audit of the Company for the Financial Year ended 31st March2017. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-'C' hereto andforms a part of this report.

Secretarial Auditors have made the observations and the responses of your Directorswith respect to the same are as follows:

A) During the Period Company had not appointed the Company Secretary.

The response of your Directors:

Your Directors would like to apprise you that the Company had made sincere efforts forappointment of the Company Secretary but no suitable candidate is available. YourDirectors ensure that the Company will appoint Company Secretary very soon. '

Transfer of unclaimed dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

Transfer to Reserves

The company has not transferred any amount to General Reserve Fund during the FinancialYear under review.

Change in the nature of business if any

There was no Change in the nature of business of the Company during the Financial Yearended March 31 2017.

Share Capital

During the year under review the Issued Subscribed and paid up Equity Share Capitalof the Company was ? 29421500/-

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Seat Equity shares in accordance with the provisions ofSection 54 of the Companies Act 2013 read with Rule 8 of the Companies (Share Capital andDebentures) Rules 2014 during the year under review.

c. Bonus Shares

The Company has not issued any Bonus shares in accordance with the provisions ofSection 63 of the Companies Act 2013 read with Rule 14 of the Companies (Share Capitaland Debentures) Rules 2014 during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to its employees during the yearunder review.

Material Changes and Commitment if any affecting the Financial Position of the companyoccurred between the end of the Financial Year to which this Financial Statements relateand the date of this Report.

No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the Financial Year to which the Financial Statementsrelate and on the date of this report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided hereinbelow:-

Conservation of Energy

• The Company is engaged in providing the financial services and such operationsdo not account for substantial energy consumption. However the Company is taking allpossible measures to conserve energy. Several environment friendly measures have beenadopted by the Company such as:

• Installation of TFT monitors that save the power.

• Automatic power shut down of the monitors.

• Creating environmental awareness by way of distribution information inelectronic form.

• Minimizing Air conditioning usage.

• Shutting off all the lights when not in use.

• Education and awareness programs for the employee.

The management frequently puts circulars on the corporate intranet for the employeeseducating them on ways and means to conserve electricity and other natural resources andensures strict compliance with the same.

Technology Absorption:

The management understands the importance of technology in the business segment inwhich the Company works and lays utmost emphasis on the system development and innovationwith the use of new technological advancement. During the year under review the Companyhas installed several software and this efforts will reduce the unnecessary usage of paperand manpower.

Foreign Exchange Earnings and outgo During the year under review the Company didnot have any Foreign Exchange Earnings and Outgo.

Statement concerning development and implementation of Risk Management Policy of theCompany In today's economic environment Risk Management is very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risk for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. Thecompany has developed and adopted a risk management policy.

Details of policy developed and implemented by the Company on its Corporate SocialResponsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 relating toCorporate Social Responsibility are not applicable.

Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013

The Company has given loans guarantees and investments made during the financial yearunder review in compliance with the provisions of Section 186 of the Companies Act 2013

Particulars of Contracts or Arrangements made with Related Party Transactions

All related party transactions that were entered into during the Financial Year were onarm's length basis and were in the ordinary course of the busi- . ness. There was nomaterially significant related party transaction made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

The particulars of Contracts or Arrangements with Related Parties referred in Section188 (1) of the Companies Act 2013 in Form No. AOC-2 are attached as Annexure-B

Suitable disclosure as required by Accounting Standards (AS-18) has been made in'theNotes to the Financial Statements.

Details of significant and Material Orders passed by the Regulators Courts andTribunal:

No significant and material order has been passed by the Regulators Courts andTribunals impacting the going concern status and Company's operations in future.

Annual Return

The details forming part of the extracts of Annual Return pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014is annexed herewith as Annexure-A of this Report.

Particulars of Employees and related disclosures There was no employee in theCompany who was in receipt of the remuneration in excess of Rs.60 Lakhs if employedthroughout the year or Rs.5 Lakh per month if employed for the part of the financial yearor received remuneration in excess of that drawn by the Managing Director / Whole TimeDirector / Manager and holding 2% or more equity share capital of the company (himselfalong with and dependent children) and therefore no disclosure is required to be madeunder Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Ratio of remuneration

The Company has not paid any remuneration to its Directors and therefore informationrelating to remuneration of Directors of the Company as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable.

Declaration by Independent Director(s):

All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.

Criteria for Evaluation of Directors

For the purpose of proper evaluation the Directors of the Company have been divided in3 (three) categories i.e. Independent Non-Independent and Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievements understanding andawareness motivation/ commitment/ diligence integrity/ ethics/ value and openness/receptivity.

Listing

The securities of the company listed at Bombay Stock Exchange Limited but suspnded dueto non payment listing fees.

Disclosure as per Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Pre

vention Prohibition and Redressal) Act 2013 and the rules framed there under. Nocomplaint has been received for sexual harassment of women at work place by the Companyduring the financial year 2016-17

OPERATIONS BIFR:

(BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION) The case is pending before the BIFR

Acknowledgements

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors bankers stock exchanges other regulatoryauthorities depositories auditors legal advisors consultants business associatesstate government local bodies and all the employees with whose help co-operation andhard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of theCompany and all its shareholders.

On behalf of the Board
Sd/-
Place: Hyderabad UMESH KEDIA
Date: 02-09-2017 Chairman & Managing Director