nath bio genes Directors report

The Directors of the Company are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2023.

1. FINANCIAL RESULTS

					(Rs. in Lakhs)
		Standalone		Consolidated
No	Particulars	Year ended. 31.03.2023	Year ended. 31.03.2022	Year ended. 31.03.2023	Year ended. 31.03.2022
1.	Sales	30129.15	27836.23	30136.37	27836.23
2.	Profit before Interest & Depreciation	4945.10	3909.05	4929.73	3904.33
3.	Interest	1012.08	1061.10	1012.08	1061.10
4.	Depreciation	301.23	308.41	301.23	308.41
5.	Profit Before Tax & Exceptional items	3631.80	2539.55	3616.43	2534.82
6.	Tax Provision (Net of Deferred Tax)	115.29	395.15	115.29	395.15
7.	Profit After Tax	3516.51	2144.39	3501.14	2139.66
8.	Exceptional Items	0	8878.19	0	8878.19
9.	Profit available for Appropriation	3516.51	-6733.80	3501.14	-6738.53
10.	Balance carried to Balance Sheet	3516.51	-6733.80	3501.14	-6738.53

2. COMPANYS PERFORMANCE AND OPERATION

Income from operations during the financial year ended 31^st March 2023 was at Rs.30129.15 Lakhs (Standalone) as against Rs. 27836.23 Lakhs (Standalone) representing an increase of 8.23 % over the previous year. Profit after Tax for the year under review was Rs 3516.51 Lakhs (Standalone) which is higher by 43% as compared to last year. This was achieved by the company through maintaining the expenses almost at previous year level and enhancing sales by Rs.2292.92 Lakhs (Standalone).

3. DIVIDEND.

In view of the proposed growth plan, the Directors have recommended a dividend for the financial year 2022-23 of Rs. 2/-(i.e., 20%) per equity shares of the nominal value of Rs. 10.00 per share fully paid up, subject to approval of shareholders in the upcoming Annual General Meeting of the Company.

4. DEPOSITS.

The company has not accepted any fixed deposits during the year under review.

5. SHARE CAPITAL.

The paid-up equity share capital as on 31st March 2023 was Rs.1900.40 Lakhs divided into 19004000 equity shares of face value of 10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

6. FINANCIAL STATEMENT.

Full version of the Annual Report 2022-23 containing complete Balance Sheet, Statement of Profit & Loss, other statements, and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). The full version of Annual Report 2022-23 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at www.nathbioEenes.com.

7. TRANSFER TO RESERVES.

The entire retained earnings closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was Rs. 55,435.02 Lakhs and the same has been retained as such.

8. CONSOLIDATED FINANCIAL STATEMENT

In compliance with the relevant provisions of Section 133 of the Companies Act, 2013 and Ind As-110 on Consolidated Financial Statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements with Nath Bio-Genes (CA), Uzbekistan, for the financial year ended March 31, 2023, which forms part of the Annual Report.

9. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/S Neha P Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within the specified time.

10. STATUTORY AUDITORS AND AUDITORS REPORT.

At the Annual General Meeting held on 30^th June 2022, M/s Gautam N Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 30^th June 2022, had appointed M/s Gautam N Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of Annual General Meeting to be held in year 2023, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

11. AUDITORS REPORT.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark.

12. INTERNAL AUDITORS.

The Board of Directors of the Company has appointed M/s M.K. Ghatiya and Associates, Company Secretaries Internal Auditors to conduct Internal Audit of the Company for the financial year ended 31st March 2023. The Internal Audit reports are being reviewed by the Audit Committee ofthe Company.

13. COST AUDITORS.

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

14. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2023. The Secretarial Audit Report issued by M/s. Neha P Agrawal Practicing Company Secretaries in Form MR-3 is annexed to this Boards Report as Annexure - VI.

15. SUBSIDIARIES.

The details of the subsidiaries company as of 31 March 2023 is as under: -

Nath Bio-Genes CA, LLC: A Joint Venture with 90% stake holding as Nath Bio Genes CA LLC was incorporated & registered under the statute of Republic of Uzbekistan.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

17. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors, and has applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the company as of 31^st March 2023 and of the profits of the company for that period.

iii. It has taken 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, to the best of its knowledge and ability. There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. DIRECTORS & KEY MANAGERIAL PERSON

Director Retires by rotation

4- Ms. Jeevanlata Kagliwal (DIN-02057459) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

Key Managerial Person

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Satish Kagliwal-Managing Director Mr. Devinder Khurana- Chief Financial Officer Mr. Dhiraj Rathi- Company Secretary

19. DECLARATION OF INDEPENDENT DIRECTOR.

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub section (6) of Section 149.

20. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR.

The details of the familiarization program for the Independent Directors are reported in the Report on Corporate Governance.

21. NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board were held during the year. The dates on which the Board meetings were held are 30^th May 2022, 13^th August 2022, 20^th October 2022, and on 14^th February 2023, the details of attendance of Board meetings and Committee meetings held during the Financial Year 2022-23 form part ofthe Corporate Governance Report.

22. PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Detailed information in this regard has been given in the Corporate Governance Report.

23. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis has been given separately in the Annual report.

24. PARTICULARS OF EMPLOYEE

The overall employees of the Company as on 31^st March 2023 is 433 and other details is given separately in Annexure-I.

25. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2 and is set out as Annexure -II and forms part of this report.

26. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES. 2014

Given Separately as Annexure III

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loan given or guarantee provided, or investment made by the Company during the financial year 2022-23 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR).

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

29. HUMAN RESOURCE MANAGEMENT

The great task of Product development, Supply chain, Marketing etc. was done at Nath BioGenes successfully. We work as team by aligning objectives with organizational strategy to drive business out comes successfully and personal motivation. The above success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The talent of individual employees utilized effectively managing it with strategies and initiatives driven to achieve business goals. Today Nath Bio-Genes strength of 433-member strong work force drives our growth effectively and efficiently.

30. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the board has approved and adopted the Dividend Distribution Policy and the same in available at Companies website and provided as Annexure-VII to the Annual Report.

31. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the PIT Regulations) on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances, the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

32. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2023, to the date of signing of the Directors Report.

33. RISK ASSESMENT AND MANAGEMENT

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

34. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee. The following is a summary of sexual harassment complaints received and disposed of during the year

No. of complaints received: Nil

No. of complaints disposed of: Nil

35. ENVIRONMENTAL SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

36. COMMITTEE OF THE BOARD

Currently the Board has Five Committees:

1. Audit Committee.

2. Stakeholders Relationship Committee,

3. Nomination & Remuneration committee.

4. Corporate Social Responsibility Committee

5. Risk Management Committee

A detailed note on the Board and its committees, composition, and compliances, as per the applicable provisions of the Act and Rules is provided under the Corporate Governance Report.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -III to this Report.

38. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed there under, the extract of the annual return for FY 2023 is given in Annexure-V in the prescribed Form No. MGT-9, which is a part of this report. And will be uploaded on Companies website www.nathbioEenes.com.

39. BUSINESS RESPONSIBILITY REPORT/BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our Company is not under the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

40. INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured.

41. INDUSTRIAL RELATION.

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.

42. ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Companys growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

	For and on behalf of the Board of Directors
22nd April 2023
Registered Office:
Nath House,
Nath Road	Managing Director	Director
Chh. Sambhajinagar-431005	Satish Kagliwal	Jeevanlata Kagliwal
	DIN: 00119601	DIN:02057459