Mar 31, 2024
Your Directors have pleasure in presenting the 29th Annual Report on the business and operation of the
Company together with Audited Financial Statements for the year ended on 31st March, 2024.
|
PARTICULARS |
RS. IN LAKHS |
|
|
31st MARCH, |
31st MARCH, 2023 |
|
|
Revenue from Operations |
6.65 |
4.75 |
|
Other Income |
15.25 |
0.00 |
|
T otal Receipts |
21.90 |
4.75 |
|
Total Expenses |
9.56 |
21.17 |
|
Profit/Loss Before Tax |
12.34 |
(16.42) |
|
Tax Expenses |
0 |
0.10 |
|
Profit/Loss for the year |
12.34 |
(16.51) |
|
Earnings Per Share (in Rs.) |
0.41 |
1.77 |
During the year under review your Company has generated total income including other income amounted to Rs.
21.90 Lakhsas against expenses of Rs. 9.56 Lakhs. As you can see from the financial results stated above the
Company has reported a net profit of Rs. 12.34 Lakhs as compared to net loss of Rs. 16.51 Lakhs in previous
year. However Directors are trying hard to bring the company in much better position and to some point the
conditions have been improved, the expenses have been reduced and ultimately company has generated profits
this year and further all the concerned individuals are into ascertaining the new opportunities so that the
business can be diversified and can grow immensely and benefit the company as well as stakeholders.
Though the company is in better position than previous year and has generated profits, the Board of Directors
have not recommended any final Dividend in the particular financial year because they want to use the money
for future growth and diversification, which will ultimately lead to shareholders benefit in long run.
As on 31st of March, 2024 the authorised Capital of the Company is Rs.7,00,00,000 divided into 70,00,000 equity
shares of Rs.10.00 each and the paid-up and subscribed capital stands at Rs.4,14,53,000 divided into 41,45,300
equity shares of Rs.10.00 each.
During the year under review, the Company has not issued any shares with differential voting rights nor granted
stock options nor sweat equity. As on 31st March 2024, the company has not issued any convertible instruments
and none of the Directors of the Company hold convertible instruments of the Company.
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at
https://www.naturahuechem.com/.
The Board of Directors met four (4) times during the year under review. Proper notices of the meeting were
given to all the Directors and intimation were duly made to Stock Exchange regarding the conducting of the
Board Meeting and its outcome.
The details of BOARDMEETING are as follows:
|
S. No. |
DATE OF |
NAME OF DIRECTORS |
|||||
|
RAVI KAMRA |
MANSOOR AHMED |
HIFZUL RAHIM |
ADITYA SHARMA |
RAVINDRA POKHARNA |
SATYAWATI PARASHSAR |
||
|
1. |
19.05.2023 |
P |
P |
- |
A |
P |
P |
|
2. |
11.08.2023 |
Resigned w.e.f 03.08.2024 |
P |
Appointed w.e.f. 11.08.2024 |
P |
P |
P |
|
3. |
08.11.2023 |
P |
P |
P |
P |
P |
|
|
4. |
10.02.2024 |
P |
P |
P |
P |
P |
|
*P= Present
*A= Absent
Pursuant to requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors''
Responsibility Statement, it is hereby confirmed
i. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. The directors have ensured that all applicable accounting policies are applied them consistently and
directors have made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at 31st March, 2024 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 the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared and continue to prepare the annual accounts on a going concern basis;
v. The directors had laid and continue to lay down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating effectively; and
vi. The directors had devised and continue to devise proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating effectively.
All Independent Directors namely Aditya Sharma, Ravindra Pokharna and Satyawati Parashar of the Company
have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating
that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act,
2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the year under review, the Independent Directorsheld their separate meeting on inter alia,to discuss:
⢠Review the performance of Independent Directors.
⢠Review the performance of the Non-IndependentDirectors.
⢠Review the performance of the committees andBoard as a whole.
⢠Review the performance of the Chairman of theCompany, taking into account the views ofExecutiveDirectors
and Non- Executive Directors.
⢠Assess the quality, quantity and timeliness of flowof information between the Company managementand the
Board that is necessary for the Board toeffectively and reasonably perform their duties.
The Audit Committee was duly reconstituted during the financial year 2023-24 in its meeting held on
11.08.2023, pursuant to resignation of Mr. Ravi Kamra (Ex Managing Director of the Company and Member of
the Committee w.e.f. 03.08.2024) and Mr. Mansoor Ahmed was appointed as Member and Chairman of the
Committee in the same meeting.
The Composition of the duly reconstituted Committee is as follows:
|
S. NO. |
NAME OF MEMBERS |
DESIGNATION |
|
1. |
Mr. Mansoor Ahmed |
Managing Director- Chairperson |
|
2. |
Mrs. Satyawati Parashar |
Women Independent Director- Member |
|
3. |
Mr. Ravindra Pokharna |
Independent Director - Member |
The dates of committee meetings and attendance of members of committee is stated below:
|
S. |
DATE OF |
NAME OF MEMBERS |
|||
|
No. |
MEETING |
RAVI KAMRA |
MANSOOR AHMED |
RAVINDRA POKHARNA |
SATYAWATI PARASHSAR |
|
1. |
19.05.202 3 |
P |
- |
P |
P |
|
2. |
11.08.202 3 |
Resigned w.e.f |
Appointed as |
P |
P |
|
3. |
08.11.202 3 |
- |
P |
P |
P |
|
4. |
10.02.202 4 |
- |
P |
P |
P |
Your Company has duly constituted Nomination & Remuneration Committee as per the mandate of Section 178
of the Companies Act, 2013 which is also in line with Regulation 19 of the SEBI (LODR), Regulations 2015. The
Committee is working under the Chairmanship of Smt. Satyawati Parashar, a Non-Executive Independent
Director with Shri Ravindra Pokharna, a Non-Executive Independent Director, and Shri Aditya Sharma Non¬
Executive Independent Director as co-members.
Further note that the Committee duly met on 11.08.2023 with full attendance.
The Committee has been formed to review and recommend the appointment and remuneration of Directors and
other Key Managerial Personnel of the Company.
In the financial year 2023-24, the Stakeholders Relationship Committeewasduly reconstituted pursuant to
resignation of Mr. Ravi Kamra (Ex Managing Director of the Company and Member of the Committee w.e.f.
03.08.2024). Earlier the Committee was working under the Chairmanship of Smt Satyawati Parashar, a Non¬
Executive Women Independent Directorwith Shri Ravi Kamra, Managing Director and Shri Mansoor Ahmed, an
Executive Director of the Company as the co-members in FY 2022-23 till the date of reconstitution i.e
11.08.2023.
Further post reconstitution the composition is as follows:
|
S. NO. |
NAME OF MEMBERS |
DESIGNATION |
|
1. |
Mrs. Satyawati Parashar |
Women Independent Director - Chairperson |
|
2. |
Mr. Mansoor Ahmed |
Managing Director- Member |
|
3. |
Mr. Ravindra Pokharna |
Independent Director - Member |
In the Financial year under review, Committee has resolved all the cases of share transfers and no investors
grievances are pending as on date of the Report.
M/s. Agrawal Shukla & Co. were appointed as the Statutory Auditors of the Company in the 27thAnnual General
meeting for term of 5 years till the conclusion of 32ndAnnual General Meeting of the Company.However, they
have tendered their resignation to act as the Statutory auditors of the Company with effect from July 22, 2024.
To fill up this casual vacancy, the Board of Directors in its meeting held on August 20, 2024 have approved the
appointment of M/s Batra Deepak & Associates, Chartered Accountants (Firm Registration No.: 005408C) as the
Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Your Company has
received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of
the Act. Necessary resolutions have been put in the ensuing Annual General Meeting for getting approval of
shareholders for appointment done in casual vacancy and also for further appointment for the term of 5 years
from the conclusion of Annual General Meeting.
In terms of provisions of Section 204 of the Companies Act, 2013 Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s G Soni &
Associates, a Practicing Company Secretary firm for conducting secretarial audit of the Company for the
financial year under review.
Your company is neither required to appoint Cost Auditors in terms to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost Record and Audit) nor required to maintain cost records
during the year under review.
Pursuant to the provisions of Section 138 of theCompanies Act, 2013 URAVASHI BHIMANI PATEL,
CharteredAccountants were appointed as Internal Auditors for theFinancial Year under review.
The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to
accounts, as append thereto are self-explanatory and hence does not call for any further explanation. Further the
Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer except the
following:
In the auditors report under the report on other legal and regulatory requirements point no.1(k),it was observed
that audit trail feature was not operated throughout the year. Further the audit trail feature was not operated for
all relevant transactions recorded in the software and it has been observed that edit log feature was disabled and
enabled later on.
The Board of Directors of company is committed to maintaining the highest standards of transparency, integrity
and corporate governance. The board of directors determined after consultation with technical team that the
anomaly was the result of a technical issue rather than deliberate tampering. Further the technical issue did not
impact the accuracy of financial reporting. The integrity of financial statements remains intact.
The Secretarial Auditor Report received from the Secretarial Auditor of the Company for the Financial Year
2023-24 is annexed herewith as ANNEXURE-1. The report does not contain any qualification, reservation or
adverse remark.
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by
the Company, its officers and employees, the details of which would need to be mentioned in the Directors''
Report.
The particulars of investments made and loans given by the Company as covered under the provisions of Section
186 of the Companies Act, 2013 are given in Financial Statements. Kindly refer the following Note No. 4.Further
your Company has not extended corporate guarantee on behalf of any other Company.
Your Company has not transferred any amount to theGeneral Reserves Account during the Financial Year 2023¬
2024.
There are no such materials changes and commitments affecting the financial position of the Company occurred
between the 01st April, 2024 and date of this report.
The Company is not a manufacturing Company and as such no provisions of Conservation of Energy
Conservation and Technology Absorptionunder Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are attracted.
As the Company has not carried out any activities relating to the export and import during the financial year.
There is no foreign exchange expenses and foreign income during the financial year.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, individual Directors, Chief Financial Officer, Company Secretary
as well as the evaluation of the working of its Board Committees. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being evaluated.
During the year, all the transactions into with related party were on Arm''s length basis and in the ordinary
course of business and further the Company had not entered into any contract / arrangement / transaction with
related parties which could be considered material or which are required to be reported in Form No. AOC-2 in
terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014.
There is no change in the nature of business of the Company.
The Company continues to be listed on Bombay Stock Exchange (BSE). All the dues whether it is related to Stock
Exchange, Depositories and Registrar & Transfer Agent stands paid. The company is duly complying with all the
requirements laid under SEBI (LODR) regulations, 2015. The ISIN of the Equity shares of company is
INE487B01019.
Your Board is duly constituted with combination of executive and non-executive directors. Your Directors
declare that no directors on the Board are disqualified from being appointed as Director of the Company under
Section 164 of the Companies Act, 2013 and also, they have duly disclosed their interest in terms of Section 184
of the Companies Act, 2013.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Company.
During the year under review following were the changes made in the composition of Board of Directors:
Based on the recommendations of Nomination and Remuneration Committee and pursuant to the provisions of
Section 161(1) of the Companies Act, 2013 decided to appoint Mr. Hifzul Rahim (DIN: 08491854) as the
Additional Director on the Board of the Company to hold office upto the conclusion of ensuing Annual General
Meeting (AGM). Further in the AGM held on 27.09.2023, his appointment was regularized and was appointed as
the Director of the Company.
The changes that occurred in the Key Managerial Personnels of the Company are stated below.
Following are the details regarding Key Managerial Personnel of the Company as on 31st March, 2024 and
changes therein:
During the year under review Mr. Ravi Kamra duly appointed by Shareholders in their meeting held on 26th
September, 2020 as the Managing Director of the Company for a period of consecutive five years commencing
from 1st April, 2020 resigned from the post of Managing Director and Director w.e.f 03rd of August, 2023.
Further to fill the casual vacancy aroused in the position of Managing Director, the Board of Directors decided
to appoint Mr. Mansoor Ahmed (DIN 01398796) as the Managing Director of the Company, who is already a
Director in the Company, in its meeting held on 11th of August, 2023 with effect from the same meeting,
subject to the approval of Shareholders in the ensuing Annual General Meeting for the Financial year 2022¬
23.
Further in the Annual General Meeting held 27.09.2023 the Shareholders approved the appointment of Mr.
Mansoor Ahmed as the Managing Directors of the Company with effect from 11.08.2023 and he is designated
as so.
During the period under review, there was no change in the position of Company Secretary. Ms. Shivangi
Agrawal continues to be the Company Secretary and Compliance Officer of the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Chandra Bhushan was appointed
as the Chief Financial Officer of the Company w.e.f 1st June, 2015 in its meeting held on 30th May, 2015 and he
continues to hold the position.
|
S. No. |
NAME OF DIRECTORS |
DESIGNATION |
|
1. |
Mr. Mansoor Ahmed |
Managing Director |
|
2. |
Mr. Hifzul Rahim |
Director |
|
3. |
Mrs. Satyawati Parashar |
Women Independent Director |
|
4. |
Mr. Aditya Sharma |
Independent Director |
|
5. |
Mr. Ravindra Pokharna |
Independent Director |
The composition of the Board is in conformity with provisions of Section 149 of the Companies Act, 2013 and
also in line with Regulation 17 of SEBI (LODR) Regulation, 2015 to promote good governance.
Further AH Directors have informed about their Directorships, Committee Memberships/ Chairmanships including
any changes in their positions.
In accordance with the provisions of Section 152(6) (c)of the Companies Act, 2013 and the Company''s Articlesof
Association, Mr. Hifzul Rahim, Director of the Company shall retire by rotation atthe ensuing Annual General
Meeting and being eligibleoffers themselves for reappointment.
The Company does not have any Subsidiary, Joint venture or Associate Company. The Company is also not a
subsidiary of any other company. Therefore, no reporting is required to be made for the said clause.
The Company did not accept any deposit within the meaning of Section 73 of the Companies Act, 2013 and the
Rules made there under. Further, there are no small depositors in the company.
There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and
company''s operations in future.
The Company is not running any industry; it''s into service sector and engaged in business of consultancy and
management. The Management of the Company is cordial with each other.
The Company has in place adequate internal & financialcontrols with reference to financial statements.
Duringthe year, such controls were tested and no reportablematerial weakness in the design or operations
wereobserved.
The Company has adequate Internal Control System, commensurate with its size, scale and operations. The
scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to
maintain its objectivity and independence, the Internal Audit functions reports to the Chairman of the Audit
Committee of the Board.
The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating system, accounting procedures and policies of the Company.
Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies of the Company.
During the year no reportable material weakness in the design or operation was observed.
Your directors are committed to create and ensure an enabling, dignified and equitable work environment for
every employee. The Company has in place an Anti-harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint
Committee has been set up with majority women. Committee has a full excess to the Board of Directors and
during the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
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 of Section 177 of the Companies Act, 2013 read
with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014. The said Policy has been properly
communicated to all the directors and employees of the Company and the new employees shall be informed
about the Vigil Policy at the time of their joining.
Corporate governance is the system of rules, practices, and processes by which an organization is directed and
controlled. It essentially involves balancing the interests of a company''s stakeholders such as shareholders,
senior management executives, customers, suppliers, financiers, the government, and the community. Your
Company always tries to provide accurate and correct information to all the sections related to the Company and
safeguarding the interest of all the stakeholders.
Company being listed on Bombay Stock Exchange and has duly entered into the Listing Agreement with the
Stock exchange and had been complying with all the applicable requirements of SEBI (Listing Obligation &
Disclosure Requirements), 2015 from time to time.
However, Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of
Schedule V of the SEBI (LODR), Regulations, 2015 are not applicable on your company as it is not having paid up
capital exceeding rupees ten crore and net worth exceeding rupees twenty-five crore. Therefore, it is not
required to provide a separate report on Corporate Governance.
Pursuant to provisions of Regulation 34 of the SEBI(Listing Obligations and Disclosure
Requirements)Regulations 2015, a separate management discussionand analysis report which forms an integral
part of this Report is given as ANNEXURE 02.
Discharging Corporate Social Responsibility (CSR) is now statutorily recognized in India under Section 135 of
Companies Act, 2013. Your Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no
policy or disclosures are required to be made under the said section or applicable rules.
There are no applications made during the financial year 2023-24 by or against the company and there are no
proceedings pending under the Insolvency and Bankruptcy Code 2016.
36. DETAILS OF DIFFERENCES BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS ALONG WITH REASONS THERE OFF
Your company has not made any one-time settlement with any of its lenders. Therefore, it is not applicable.
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and
SEBI Regulations are provided in the website of the company https://www.naturahuechem.com/policies.html
The Company has duly complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
''Meetings of the Board of Directors'' and ''General Meetings'' respectively.
As per Section 197(12), read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Statement showing the names and other particulars of the employees of the
Company as required under Rule 5 (2 & 3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not required to be furnished since there are no permanent employees in the Company.
Further none of the director or employee has received remuneration in excess of the remuneration mentioned in
the above-mentioned Rule 5 (2) during the Financial Year 2023-24.
Risk Management is a very important part of business as it is an inherent part of any business unless and until a
Company takes a risk can''t achieve success. Higher the risk maximum then return. Therefore, your directors
keep a close watch on the risk prone areas and take actions from time to time. The policy of the Company is to
comply with statutory 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 is to keep insured all
insurable assets to keep them adequately insured against risks and uncertainties like fire, riot, earthquake,
terrorism, loss of profit, etc.
The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Internal Procedures and Code for Regulating, Monitoring
and Reporting of trading by insiders of the Company, pursuant to the provisions of Regulation 8 (Code of Fair
Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and its
notification dated December 31, 2018. The above codes came into effect from 01st April, 2019.
The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed.
The Company Secretary & Compliance Officer is responsible for implementation of the Code. All Board of
Directors and the designated employees have confirmed compliance with the Code.
Your Company has its fully functional website https://www.naturahuechem.com/ which has been designed to
exhibit all the relevant details about the Company. The site carries a comprehensive database of information of
the Company including the Financial Results of your Company, Shareholding Pattern, details of Board
Committees, Corporate Policies/ Codes, business activities of your Company. All the mandatory information and
disclosures as per the requirements of the Companies Act, 2013, rules made thereunder and applicable
provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Your directors wish to place on record their sincere appreciation for contributions made by employees of the
company and cooperation extended by the bankers and all persons who have directly and indirectly contributed
to the success of the company.
Your directors also acknowledge the trust and confidence you have reposed in the company.
(Mansoor Ahmed) (Hifzul Rahim)
Dated:20.08.2024 Managing Director Director
Place: Raipur (C. G.) DIN:01398796 DIN:08491854
Mar 31, 2014
Dear Members
The Directors have pleasure in presenting the 19th Annual Report on
the business and operation of the Company together with audited
statement of accounts for the period ending 31st Mar''14.
1. FINANCIAL RESULTS:
Particulars Financial year ended 31st March
2014 2013
Operating Income 1,91,09,500 -
Other Income - 27,97,824
Total Receipts: 1,91,09,500 27,97,824
Employee Benefit Expenses 4, 19, 000 79, 500
Finance Cost 20,99,463 17,23,973
Other Expenses 1, 75,45,968 11,25,920
Total Expenses 2,00,86,996 29,59,140
Profit Before Tax: (9,77,496) (1,61,316)
Tax Expenses - -
Deferred Tax 1,087 899
Profit for the period : (9,78,583) (1,62,215)
Earning Per Share (in Rs.) 0.23 0 04
2. APPROPRIATION:
No amount is proposed to be transferred to Reserves. The Profit has
been carried over to Balance Sheet under Surplus in statement of Profit
& Loss.
3. DIVIDEND
Due to inadequacy of profits, the Board of Directors regrets that no
dividend is being recommended for the year under review.
4. PERFORMANCE REVIEW
During the year the company started its operations. Directors are
hopeful that this activity will expand in future.
Your Directors feel that, barring any unforeseen circumstances, the
prospects for the current year are much favorable as compared to the
year under review. The Company is making all efforts cope up with the
market situations and increase the operations.
5. No material changes and commitment occurred since the conclusion of
the financial year.
6. PERSONNEL:
Since there was no employee who was drawing more than Rs.60.00 Lacs per
annum, if employed through out the year, or Rs.500000/- per month if
employed for the part of the year, the required information under
sub-section (2A) of section 217 of the companies Act, 1956 read with
companies (particulars of the employees) rules 1974 as amended is not
given.
7. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
The Company have not been engaged in manufacturing activities and as
such the provisions of section 217 (i) (e) of the companies Act, 1956
read with the companies (disclosure of particulars in report of Board
of Directors) rules 1988, regarding conservation of energy are not
applicable.
R&D efforts were not made towards technology absorption and no foreign
exchange outgo and inflow included during the year.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis (MDA), which is forming
part of this Report, inter-alia, adequately deal with the operations as
also current and future outlook of the Company.
9. DEPOSITS:
Company has not accepted any deposits from public which is covered
within the meaning of section 58-A & 58-AA of companies Act.
10. DIRECTORS
Shri Rishi Dave & Smt. Satyawati Parashar Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Your directors recommend
his appointment.
Directors declared that no directors are disqualified from being
appointed as Director of the Company under Section 184 of The Companies
Act, 2013.
Independent Director: Pursuant to Section 149 of the Companies Act,
2013 read with the Rules made thereunder, the Independent Directors
shall hold office for a period of up to 5 consecutive years and shall
not be liable to retire by rotation. They may be appointed for a
maximum of two consecutive terms of up to 5 years each. In terms of
revised clause 49 of the listing agreement which will be applicable
from 01st October, 2014, in case the Independent Director has already
served for 5 or more years, he can be appointed for only one term of 5
years. As per new Act, the Nominee Director is not considered to be an
Independent Director. Presently, Mr. Ravi Kamra & Mr. Rishi Dave, Shri
Mansoor Ahmed and Shri Satyawati Parashar are the Independent Directors
of the Company. As per their existing terms of appointment, all of them
are liable to retire by rotation. However, under the Companies Act,
2013 and Clause 49 of listing agreement, they may be appointed afresh
with a fixed period of up to 5 years.
The Board considered the independence of each of the above mentioned
Directors in terms of Section 149 and Schedule IV to the Companies Act,
2013 and Clause 49 of the listing agreement and was of the view that
the proposed directors fulfill the criteria of independence as
mentioned in the above provisions and can be appointed as Independent
Directors. All the proposed directors possess requisite qualifications,
appropriate skills, experience and knowledge in one or more fields of
finance, law management, marketing, administration, technical
operations and other disciplines related to Company''s business. Keeping
in view, the educational / professional qualifications, working
experience, expertise in line with Company''s business, positive
attributes, already being on the Board of the Company and benefits that
the Company will derive with their appointment, the Board has
recommended their appointment as Independent Directors of the Company
at the ensuing Annual General Meeting.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
i. That in the preparation of the account for the financial year ended
on 31st March'' 2014, the applicable accounting standards have been
followed and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;
iii. That the Directors have taken proper a sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv. That the Directors have prepared the accounts for the financial
year ended 31st March'' 2014 on a going concern basis.
12. AUDITORS
M/s Madhuresh Gupta & Co., Chartered Accountants, who are the Statutory
Auditors of the Company will retire at the conclusion of the
forthcoming Annual General Meeting and are eligible for re-appointment,
subject to the approval of shareholders. The Company has received
letter from them to the effect that their reappointment, if made, would
be within the prescribed limits of section 139 (2) of the Companies
Act, 2013 and that they are not disqualified for reappointment within
the meaning of Section 141 of the said Act.
Directors recommend their reappointment on a remuneration to be decided
by the Board and the Auditor mutually for the ensuing Financial Year
i.e. 2014-15.
13. AUDITORS OBSERVATION:
Remarks made by the auditors in their report on the accounts stand
explained in the notes to accounts which are self-explanatory.
14. VIGIL MECHANISM:
As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49
of the Listing agreements with the Stock Exchanges has to establish a
Vigil Mechanism for Directors and employees to report genuine concerns.
15. ACKNOWLEDGEMENT
The directors wish to place on record their sincere appreciation for
contributions made by employees of the company and cooperation extended
by the bankers and all persons who have directly and indirectly
contributed to the success of the company.
The directors also acknowledge the trust and confidence you have
reposed in the company.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:
This is to confirm that the Company has adopted Code of Conduct for its
employees including the Managing Director. In addition, the Company has
adopted a Code of Conduct for its Non-Executive Directors. I confirm
that the Company has in respect of the financial year ended March 31,
2014, received from the senior management team of the Company and the
Members of the Board a declaration of compliance with the Code of
Conduct as applicable to them.
BY AND ON BEHALF OF THE BOARD.
(Ravi Kamra) (Ravindra Pokharna)
Director Director
DIN 00745058 DIN 01121333
DATED: 01.09.2014
PLACE: RAIPUR (C.G.)
Mar 31, 2013
The Directors present their 18th Annual Report together with the
Audited Accounts for the year ended 31st Mar''13.
1. FINANCIAL RESULTS (Rs.in lacs)
31-03-2013 31-03-2012
REVENUE FROM OPERATIONS
AND OTHER 27.97 41.90
PROF1TBEFORE DEPERICIATION,
AMORTISATION" 1.91 6.59
EXPENSE & TAX
LESS: DEPRECIATION &
AMORTISATION EXPENSE 0.30 4.49
PROFIT AFTER DEPRICIATION BEFORE TAX 1.61 2.10
TAX (1.01) 0.65
PROFIT AFTER TAX C/O
TO BALANCE SHEET 1.62 1.45
2. dividend
In view of insufficient profit, your directors do not recommended any
dividend for the year ended 31 st March 2013.
3. OPERATIONS
During the year also the company could not continue its operating
activities due to lack of market.
4 PROSPECTS FOR CURRENT YEAR .
Directors are hopeful that the Company will draw up its alternative
business plans and hope so get favorable results from next year.
5. DIRECTORS
a. In accordance with the provision of the Companies Act, 1956, and
the Company''s Articles of Association, Shri Ravi Kamra & Shn L. N.
Kachavat retires by rotation and are eligible for re-appointment/
b. Directors declare that none of the directors is disqualified from
being appointed as Director of the Company under clause-g of
sub-section-1 of Section 274 of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:-
i. That in the preparation of the account for the financial year ended
on 31st Mar''13, the applicable accounting standards have been followed
and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied the in company at the end of the financial year and of the
profit or loss of company for the year under review;
iii. That the Directors have taken proper an sufficient care for the
maintenance records in accordance with the provisions of die companies
Act, 1956 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;
iv. That the Directors have prepared the accounts for the financial
year ended 31st Mar'' 13 on a going concern basis.
The following accounting standards were not applicable to the company
during the year under review due to non occurrence of events and
transactions covered under the scope of these accounting standards.-
AS-14 Accounting for amalgamation.
AS-17 Segment Reporting.
AS-21 consolidated financial statements.
AS-23 Accounting for construction contract.
AS-11 Accounting for the effects of changes in Foreign Exchange Rates.
AS-12 Accounting for Government Grants.
AS-19 Leases Agreement.
AS-2 Valuation of Inventories.
AS-24 Discontinuing Operation.
AS-27 Financial Reporting of Interest in Joint Ventures
AS-28 Impairment of Assets
7. CORPORATE GOVERNANCE
As a listed company on Mumbai, Indore, Ahmedabad & Jaipur Stock
Exchanges, the company has complied in all material respects with the
features of corporate governance as specified in the Listing Agreement
8. AUDITORS
Directors recommended appointment of M/s Madhuresh Gupta & Co.,
Chartered Accountants Raipur who hold office as auditors of the company
up to the conclusion of at the ensuing Annual General Meeting and are
eligible re- appointment.
9. PERSONNEL There was no employee who was drawing salary more than the
limit prescribed under sub-section (2A) of section 217 of the Companies
Act, 1956 read with Companies (Particulars of the Employees) rules
1975.
10. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION
Since the company is not engaged in any activity the requirements of
section 217 (i) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in report of Board of Directors) Rules 1988,
regarding conservation of energy technology absorption and foreign
exchange earnings and outgo, are not applicable.
11 acknowledgement
Your directors wish to place on record their sincere appreciation to
the employees of the company and your directors also acknowledge the
trust and confidence reposed by you in the company.
For and on behalf of the Board
PLACE: RAIPUR director director
DATED: 30/08/2013
Mar 31, 2012
The Directors present their 17th Annual Report together with the
Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS (Rs. In Lacs)
YEAR ENDED 31-03-2012 31-03-2011
SALES / OTHER INCOME 41.90 725.4
PROFIT / (LOSS) BEFORE INTT. & DEP. 34.73 103.52
INTEREST 32.23 48.43
DEPRECIATION 0.39 0.52
TAXES 0.66 16.85
NET PROFIT / (LOSS) 1.45 37.72
DIVIDEND
In view of insufficient profit, your directors do not recommended
dividend for the year ended 31st March 2012.
OPERATIONS
During the year the company continued its operations. Directors are
hopeful that this activity will expand in future.
DIRECTORS
a. In accordance with the provision of the Companies Act, 1956, and
the Company''s Articles of Association, Shri Ravi Pokharma & Shri Laxmi
Narayan retires by rotation and are eligible for re-appointment.
b. Directors declare that none of the directors is disqualified from
being appointed as Director of the Company under clause-g of
sub-section-1 of Section 274 of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:-
i. That in the preparation of the account for the financial year ended
on 31st March'' 2012, the applicable accounting standards have been
followed and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;
iii. That the Directors have taken proper an sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv. That the Directors have prepared the accounts for the financial
year ended 31st March'' 2012 on a going concern basis.
The following accounting standards were not applicable to the company
during the year under review due to non occurrence of events and
transactions covered under the scope of these accounting standards:-
AS-14 Accounting for amalgamation.
AS-17 Segment Reporting.
AS-21 Consolidated Financial Statements.
AS-23 Accounting for investments in associates in consolidated
financial statements.
AS-7 Accounting for construction contract.
AS-11 Accounting for the effects of changes in Foreign Exchange Rates.
AS-12 Accounting for Government Grants.
AS-19 Leases Agreement.
CORPORATE GOVERNANCE
As a listed company on Mumbai, Indore, Ahmadabad & Jaipur Stock
Exchanges, the company has complied in all material respects with the
features of corporate governance as specified in the Listing Agreement
AUDITORS
Directors recommended the appointment of M/s Madhuresh Gupta & Co.,
Chartered Accountants, Raipur who holds office as auditors of the
company upto the conclusion of at the ensuing Annual General Meeting
are eligible for re- appointment.
PERSONNEL
There was no employee drawing salary more than the limit under
sub-section (2A) of section 217 of the companies Act, 1956 read with
companies (Particulars of the Employees) rules 1975 as amended.
CONSERVATION OF ENERGY & TECHNICAL ABSORPTION Since the company is not
engaged in any of the scheduled industries, the requirements of section
217(i)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in report of Board of Directors) Rules 1988,
regarding conservation of energy technology absorption and foreign
exchange earnings and outgo, are not applicable.
ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation to
the employees of the company and your directors also acknowledge the
trust and confidence reposed by you in the company.
For and on behalf of the Board
DIRECTORS
PLACE : RAIPUR
DATED : 30/08/2012
Mar 31, 2011
The Directors present their 16th Annual Report together with the
Audited Accounts for the year ended 31st March, 2011.
1. FINANCIAL RESULTS Rs. In lacs.
YEAR ENDED 31-03-2011 31-03-2010
SALES/INCOME 725.40 1474.93
PROFIT / (LOSS) BEFORE'INTT. & PEP. 55,06 84.90
INTEREST 0 1.11
PROVISION FOR DEPRECIATION 0.52 0.70
TAXES 16.82 26.27
NET PROFIT C/O TO BALANCE SHEET 37.72 57.82
2. DIVIDEND
No dividend has been proposed by your Directors for the year ended 31st
March, 2011 since the Company needs funds for increased operations
working capital requirements.
3. OPERATIONS
The Company has earned an income of Rs. 725.40 lacs as against Rs.
1,474.93 lacs during the previous year. There is a decline in Income on
account of general recession in the economy. The economy is still dull
but the Company hopes to maintain its present level of operations
without any further set back.
The present reserves are Rs. 305.27 lacs as compared to the share
capital of Rs.414.53 lacs due to a track profit record in previous
years
4. DIRECTORS .
a. In accordance with the provision of the Companies Act, 1956, and the
Articles of Association of the Company, Shri Rishi Dave & Smt.
Satyawati Parishes, directors of the Company retire by rotation and are
eligible for re-appointment.
b. Directors declare that none of the directors is disqualified from
being appointed as Director of the Company under clause-g of
sub-section-1 of Section 274 of the Companies Act, 1956.
5. DIRECTORS' RESPONSIBILITY STATEMENT ,
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:-
i. That in the preparation of the account for the financial year ended
on 31st Marl, the applicable accounting standards have been followed
and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;
iii. That the Directors have taken proper an sufficient care for the
maintenance of adequate accounting records in .accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv. That the Directors have prepared the accounts for the financial
year ended 31st March' 2011 on a going concern basis.
The following accounting standards were not applicable to the company
during the year under review due to non occurrence of events and
transactions covered under the scope of these accounting standards:-
AS-7 Accounting for construction contract.
AS-11 Accounting for the effects of changes in Foreign Exchange Rates.
AS-12 Accounting for Government Grants.
AS-13 Accounting for investments.
AS-14 Accounting for amalgamation. '
AS-17 Segment Rep Orting.
AS-19 Leases Agreement.
AS-21 Consolidated Financial Statements.
AS-23 Accounting for investments in associates in consolidated
financial statements: ,
6. CORPORATE GOVERNANCE
As a listed company on Mumbai, Indore Ahmadabad & Jaipur Stock
Exchanges, the company has 'complied in all material respects with the
features of corporate governance as specified in the Listing Agreement
7. AUDITORS
Directors recommended the appointment of M/s Midhurst Gupta & Co.,
Chartered Accountants, Raipur who holds office as auditors of the
company upto the conclusion of at the ensuing Annual General Meeting
and are eligible for re-appointment.
8. PERSONNEL
There was no employee who was drawing more than the amount of ceiling
prescribed under sub-section (2A) of section 217 of the companies Act,
1956 read with companies (Particulars of the Employees) rules 1975 as
amended is NIL. '
9. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION
Since the company is engaged only in cultivation activity the
requirements of section 217 (i) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in report of Board of
Directors) Rules 1988, regarding conservation of energy technology
absorption and foreign exchange earnings and outgo, are not applicable.
10. ACKNOWLEDGEMENT ,
Your directors wish to place on record their sincere appreciation to
the employees of the company and your directors also acknowledge the
trust and confidence reposed by you in the company.
For and on behalf of the Board
(MANSOOR AHMED) (RAVIKAMRA)
DIRECTOR DIRECTOR
PLACE: RAIPUR
DATED: 10-08-2011
Mar 31, 2010
The Directors present their 15th Annual Report together with the Audited
Accounts for the year ended 31st March, 2010.
1. FINANCIAL RESULTS
(Rs. In Lacs)
YEAR ENDED 31-03-2010 31-03-2009
SALES / OTHER INCOME 1474,93 1330.87
PROFIT / (LOSS) BEFORE INTT, & DEP. 89.90 65.16
INTEREST 1.11 1.25
DEPRECIATION 0.70 0.93
TAXES 26.27 19.09
NET PROFIT / (LOSS) 57.82 43.89
2. DIVIDEND
In view of insufficient profit, your directors do not recommended any
dividend for the year ended 31st March 2010.
3. OPERATIONS
During the year the company continued its cultivation activities and
substantial outcome has achieved by the company. Directors are hopeful
that this activity will further be expanded and gain profit in future.
4. DIRECTORS
a. In accordance with the provision of the Companies Act, 1956, and the
Company's Articles of Association, Shri Ravi Pokharma & Shri Laxmi
Narayan retire by rotation and are eligible for re-appointment,
b. Directors declare that none of the directors is disqualified from
being appointed as Director of the Company under clause-g of
sub-section-1 of Section 274 of the Companies Act, 1956.
5. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed :-
i. That in the preparation of the account for the financial year ended
on 31st March1 2010, the applicable accounting standards have been
followed and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and- of the
profit or loss of the company for the year under review;
iii. That the Directors have taken proper an sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv. That the Directors have prepared the accounts for the financial
year ended 31st March' 2010 on a going concern basis.
The following accounting standard were not applicable to the company
during the year under review due to non occurrence of events and
transactions covered under the scope of these accounting standards
AS-14 Accounting for amalgamation.
AS-17 Segment Reporting.
AS-21 Consolidated Financial Statements.
AS-23 Accounting for investments in associates in consolidated
financial statements.
AS-7 Accounting for construction contract.
AS-11 Accounting for the effects of changes in Foreign Exchange Rates.
AS-12 Accounting for Government Grants.
AS-19 Leases Agreement.
6. CORPORATE GOVERNANCE
As a listed company on Mumbai, Indore Ahmedabad & Jaipur Stock
Exchanges, the company has complied in all material respects with the
features of corporate governance as specified in the Listing Agreement
7. AUDITORS
Directors recommended the appointment of M/s Madhuresh Gupta & Co.,
Chartered Accountants, Raipur who hold office as auditors of the
company upto the conclusion of at the ensuing Annual General Meeting
are eligible for re- appointment.
8 PERSONNEL
There was no employee who was drawing more than Rs.24.00 lacs per
annum, if employed through out the year, or Rs.2,00,000/- per month if
employed for the part of the year. The required information under
sub-section (2A) of section 217 of the companies Act, 1956 read with
companies (Particulars of the Employees) rules 1975 as amended is NIL.
10. CONSERVATION OF ENERGY & TECHNIC AT, ABSORPTION
Since the company is engaged only in cultivation activity the
requirements of section 217 (i) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in report of Board of
Directors) Rules 1988, regarding conservation of energy technology
absorption and foreign exchange earnings and outgo, are not applicable,
11. ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation to
the employees of the company and your directors also acknowledge the
trust and confidence reposed by you in the company.
For and on behalf of the Board
PLACE: RAIPUR MANSOOR AHMED
DATED : 14-08-2010 DIRECTOR
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article