natura hue chem ltd Directors report


The Members,

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

Your Directors have pleasure in presenting the 28th Annual Report on the business and operation of the Company together with Audited Financial Statements for the year ended on 31st March, 2023.

1. FINANCIAL RESULTS:

RS. IN LAKHS

PARTICULARS

31st MARCH, 31st MARCH,
2023 2022

Revenue from Operations

4.75 6.00

Other Income

0.00 7.32

T otal Receipts

4.75 13.32

T otal Expenses

21.17 14.98

Profit/Loss Before Tax

(16.42) (1.66)

Tax Expenses

0.10 0.03

Profit/Loss for the year

(16.51) (169)

Earnings Per Share (in Rs.]

1.77 0.03

2. REVIEW OF PERFORMANCE

During the year under review your Company has generated total income including other income amounted to Rs. 4.75 Lakhs as against expenses of Rs. 21.17 Lakhs. The Company has reported a net loss of Rs. 16.51 Lakhs as compared to Rs. 1.69 Lakhs. Your directors are trying to ascertain new opportunities so that the business can be diversified and company as well as stakeholders is in better position barring any unforeseen circumstances.

3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES

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

4. DIVIDEND

Due to losses in the Company, your Directors are not in a position to recommend any dividend for the financial year ended 31st March, 2023.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

6. LISTING

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.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No such material changes and commitments affecting the financial position of the Company have occurred during the current year.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR 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 the going concern status and companys operations in future.

9. INDUSTRIAL RELATIONS:

The Company is not running any industry; its into service sector and engaged in business of consultancy and management. The Management of the Company is cordial with each other.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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.

12. DEPOSITS:

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.

13. AUDITORS

• STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s Agrawal Shukla & Co, Chartered Accountants (Firm registration number: 326151E) were appointed as Statutory Auditors of the company to hold office for a term of consecutive 5 years commencing from the conclusion of this 27 th Annual General Meeting till the conclusion of the 32 nd Annual General Meeting of the Company to be held in the year 2027-28.

• SECRETARIAL AUDIT

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.

• MAINTENANCE OF COST RECORDS OR AUDIT

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.

14. AUDITORS OBSERVATION:

• STATUTORY AUDITOR

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. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12] of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

• SECRETARIAL AUDITOR

The Secretarial Auditor Report received from the Secretarial Auditor of the Company for the Financial Year 2022-23 is annexed herewith as ANNEXURE-1. The report does not contain any qualification, reservation or adverse remark.

• FRAUDS REPORTED BY THE AUDITORS:

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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES THEREIN • APPOINTMENT/RE-APPOINTMENT/CESSATION

BOARD OF DIRECTORS

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 there were no changes in the Board of Directors of the Company. However, the Board of Directors in its meeting held on 11th of August, 2023 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. Further the changes occurred in the Key Managerial Personnel are stated below.

KMP

Following are the details regarding Key Managerial Personnel of the Company as on 31st March, 2023 and changes therein:

• MANAGING DIRECTOR:

There is no change in the Managing Director of the Company after the last report till 31st of March, 2023. However, 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.

• COMPANY SECRETARY:

Ms. Sneha Agrawal who was appointed on 2nd September, 2019 as Company Secretary resigned from the post of Company Secretary with effect from (w.e.f] 14th of November, 2022.

During the period under review, pursuant to the provisions of Section 203 of the Companies Act, read with relevant rules made thereunder along with the provisions of Regulation 6 and 30 of SEBI (Listing Obligation and Disclosure Requirement] Regulations, 2015 Ms. Shivangi Agrawal, qualified Company Secretary was duly appointed by the Board as the Company Secretary and Compliance Officer of the Company in its Board Meeting held on14th of November, 2022 with effect from the same meeting and continues to hold the position.

• CHIEF FINANCIAL OFFICER

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.

RETIREMENT BY ROTATION

As per the provisions of the Act and resolution passed by the Company, Managing Director and Independent Directors are not liable to retire by rotation. Therefore, considering the above there are none of the directors are liable to retire by rotation at the ensuing Annual General Meeting as Mr. Mansoor Ahmed, only Executive Director was appointed as Managing Director w.e.f. 11.08.2023.

16. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravindra Pokharna, Mrs. Satyawati Parashar and Mr. Aditya Sharma continue to be on the Board as Independent directors. No event has occurred during the previous year which has affected their independency and also, they have further submitted a declaration to the effect that each of them meets the criteria of independence as provided in section 149(6] of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015.

17. SHARE CAPITAL

Authorised Capital of the Company is Rs.7,00,00,000.00 divided into 70,00,000 equity shares of Rs.10.00 each further the paid-up and subscribed capital stands at Rs.4,14,53,000.00 divided into 41,45,300 equity shares of Rs.10.00 each. There have been no 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:

Managements Discussion and Analysis Report for the year under review as stipulated under 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 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.

20. CORPORATE GOVERNANCE

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 companys 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.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met five (5) 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.

22. BOARD COMMITTEES & ITS MEETINGS

This is to bring to your kind notice that regulations pertaining to composition of Board or Committee as applicable under the regulations of SEBI (LODR) Regulations, 2015 as amended from time to time is not applicable to the Company, but your company to promote good 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, 2023 consisted of five Directors with varied experience in different areas. 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. The details of attendance of Board of Directors in the Board Meetings held in the financial year 2022-23 are specified below:

S.

NO.

DATE OF BOARD MEETINGS

ATTENDANCE

RAVI

KAMRA

(Managing

Director]

MANSOOR

AHMED

(Executive

Director]

SATYAWATI

PARASHAR

(Non

Executive

Independent

Director]

RAVINDRA

POKHARNA

(Non

Executive

Independent

Director]

ADITYA

SHARMA

(Non

Executive

Independent

Director]

1.

06.04.2022 V

V

V

V

V

2.

30.05.2022 V

V

V

V

V

3.

10.08.2022

V

V

V

V

V

4.

14.11.2022

V

V

V

V

X

5.

13.02.2023

V

V

V

V

V

* V = Present

* X = Absent

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 the Companies 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 terms related to financial management. The Committee is working under Chairmanship of Smt. Satyawati Parashar, a non-executive Independent Woman Director with Shri Ravindra Pokharna, a non-executive Independent Director with Shri Ravi Kamra, an executive director as co-members. The committee met on five occasions. The committee met on the following dates with attendance as shown below:

S.

NO.

DATE OF BOARD MEETINGS

ATTENDANCE

RAVI KAMRA

(Member]

SATYAWATI

PARASHAR

(Chairman]

RAVINDRA

POKHARNA

(Member]

1.

06.04.2022

V

V

V

2.

30.05.2022

V

V

V

3.

10.08.2022

V

V

V

4.

14.11.2022

V

V

V

5.

13.02.2023

V

V

V

However, Mr. Ravi Kamra ceased to be member of the Audit Committee as he resigned from the post of Directorship of the company with effect from 03.08.2023 and the Committee was duly reconstituted.

• NOMINATION & REMUNERATION COMMITTEE

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 14th of November, 2022 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.

• STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee is working under the Chairmanship of Smt. Satyawati Parashar, a Non-Executive Women Independent Director with Shri Ravi Kamra, Managing Director and Shri Mansoor Ahmed, an Executive Director and of the Company as the comembers.

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.

However, Mr. Ravi Kamra ceased to be member of the Stakeholder Relationship Committee as he resigned from the post of directorship office of the company with effect from 03.08.2023 and the Committee was duly reconstituted.

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 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.

24. ANNUAL RETURN

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

25. ENERGY CONSERVATION, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology Absorption under 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.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements. Your Company 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 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 2022-23.

28. RISK MANAGEMENT POLICY

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 cant 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.

29. DIRECTORS RESPONSIBILITY STATEMENT

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, 2023, 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, 2023 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.

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 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.

31. ANNUAL EVALUATION OF BOARD

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.

32. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

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.

33. PREVENTION OF INSIDER TRADING

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 Companys 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.

34. 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.

35. COMPANYS WEBSITE

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.

36. SECRETARIAL STANDARDS

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.

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. ACKNOWLEDGEMENT

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.

BY AND ON BEHALF OF THE BOARD.

Sd/- Sd/-
(Ravindra Pokharna) (Mansoor Ahmed)

Dated: 11/08/2023

Independent Director Managing Director

Place: Raipur (C. G.)

DIN 01121333 DIN 01398796