natraj proteins ltd share price Directors report

To,

The Members of,

Natraj Proteins Limited

Itarsi, Dist.- Hoshangabad (M.P.)

Your directors take pleasure in presenting their 32nd Annual Report along with the Audited financial statements for the year ended 31st March, 2023.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

Total revenue for the year was Rs. 14369.28 Lakhs as compared to Rs. 14497.58 Lakhs.

Net sales for the year were Rs. 14359.72 Lakhs as compared to Rs. 14471.18 Lakhs in the previous year.

Profit before tax for the year was Rs.101.29 Lakhs as compared to profit of Rs. 1295.62Lakhs in the previous year.

Profit after tax for the year was Rs. 70.78 Lakhs as compared to Rs. 936.22 Lakhs in the previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. In Lakhs)

Particulars	Year ended
	31.03.2023	31.03.2022
Revenue from Operations (Net)	14359.72	14471.18
Other Income	9.56	26.40
Total Income	14369.28	14497.58
Total Expenditure before Interest and Depreciation	14486.67	13348.81
Profit before Interest, Depreciation & Tax (EBIDTA) N traj	319.97	1442.47
Less: Interest tr j	175.97	107.25
Less: Depreciation	42.71	39.60
Profit before Tax and exceptional item	101.29	1295.62
Less: Exceptional Item	0.00	0.00
Profit before Tax	101.29	1295.62
Less: (a) Current Tax	17.05	341.68
(b) Tax adjustments related to previous year		4.54
(c) Deferred Tax	(13.46)	(13.18)
Net Profit for the Year	70.78	936.22
Add: Other Comprehensive Income	6.36	3.04
Total Comprehensive Income	77.14	939.27
Paid up Equity Share Capital	374.70	374.70
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	1.89	24.99

DIRECTORS RESPONSIBILITY STATEMENT

To the best our knowledge and belief and according to the information and explanations obtained by us, your Directors

confirms the following statements in terms of section 134(3)(c) and 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting

standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs and Profit of the Company as at 31st March, 2023.

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the Annual Accounts on a "going concern"basis;

e. that they have laid down internal financial controls for the company and such internal financial controls were

adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such

system are adequate and operating effectively.

STATE OF AFFAIRS

The company is primarily engaged in manufacture of soybean oil, fats and de-oiled cakes through solvent extraction process and wholesale of cereals and pulses. During the year under review, your company has also established Rice Mill for custom milling business activities and installation of Solar Plant approval. Solar Plant for captive consumption has been successfully implemented but the rice mill was expected to be completed by 31st January, 2023 but due to certain delays in procurement of goods and volatility of weather conditions, the project is delayed and your Board of Directors are hopeful to start production in the third quarter of financial year 2023-24.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2023 was Rs. 374.70 Lakhs divided into 37.47 Lakhs equity shares of Rs.10/- each. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or sweat equity shares.

LISTING OF SHARES OF THE COMPANY

The entire equity shares of theNcompany continue totrremain jlisted on BSE Ltd. (Scrip Code: 530119). The company has paid the Annual Listing Fees to BSE Ltd. for the year 2023-24 and the Custodian fee to the CDSL and NSDL for the

financial year 2022-23 on time. The shares of the Company is regularly traded at BSE Ltd.

DIVIDEND

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23 (Previous

Year 2021-22: Rs. Nil) and proposes to retain the profits for future requirements of the Company.

TRANSFER TO RESERVES

The company has not transferred any amount to the general reserves or any other reserves during the year 2022-23

(Previous year: Nil).

FINANCE

Cash and cash equivalent as at 31st March, 2023 is Rs. 34.68 Lakhs(Previous year Rs. 49.36 Lakhs) & Bank balance other than cash & cash equivalents is Rs.204.90 Lakhs. (Previous year Rs. 432.84 Lakhs). The Company continues to focus on management of its working capital, receivables, and inventories. The other working capital parameters are kept under continuous monitoring.

DEPOSITS

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

S.No.	Particulars	Amt. in Rs.
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits
	At the beginning of the year
	Maximum during the year
	At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan and guarantee and also not made any investment pursuant to section 186 of the

Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

a) Economic Scenario and Future Outlook

An expectedly normal onset of monsoon will help crop production and lead to better quality crop in the current year which adds to the better quality of raw material available at suitable prices. The company is focusing on improving the availability of its packaged oil to tap into the growing market for packaged food products.

b) Industry Outlook and Opportunities

The branded edible oil market is expected to grow, and it is estimated that close to 75% of the total edible oil

available in terms of volume is retailed as a branded product. The edible oil industry in India is shifting to branded oils, which bodes well for the organizedN tplayers. j The demand for De-oiled cakes (DOC) is expected to grow as the troubled poultry industry is expected to recover

and general awareness about benefit of a protein rich poultry diet. Also, a rise in demand from Bangladesh is

expected subject to crop production in South America.

Establishment of Rice Mill for custom milling business activities is expected to be completed this year which will

provide additional revenue and better utilization of resources to the Company.

Government intervention in the industry is expected to play a major role this year.

c) Opportunities and Threats:

Opportunities this year are expected to arise in the form of better realizable prices of edible oil and cheaper import of seeds from African continent. Export of de oiled cakes to Bangladesh may see an increase as their demand rises and availability to freight trains from India is improved.

Abundant production in South America and demand for Asian countries willing to pay higher price for Soybeans will continue to be a risk. Any adverse changes in government policy will also have a negative impact on the companys business,

d) Human Resources:

Many initiatives were taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the organization to achieve higher productivity level. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Companys HR processes such as hiring and on-boarding, fair & transparent performance evaluation, talent management process, workmen development process and market aligned policies are being seen as benchmark practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. They were also given the opportunity to learn through various small projects which made them look at initiatives from different perspectives and thus provided them a platform to become result oriented. This has helped greatly in overall development of the employee.

Leadership Development: As a part of Leadership Development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

e) Segment Reporting & Finance performance of the Product:

Company is dealing in business activities i.e., Solvent Extraction and Commodity Derivative Trading. However, there is no requirement of segmental reporting as the sales of commodities/ derivatives are less than the threshold limit.

f) Details of Significant Changes in Key Financial Ratios

As per the requirement of New Schedule III of the Companies Act, 2013, the Key Financial Ratio is also provided in

the Financial Statements. Members are requested to view the Note No. 30.

However, Return on Net worth for the year is 1.53% as compared to previous year is 12% and the decrease in

Return on Net worth indicates the lower profitability in the current year.

g) Internal Control System and their Adequacy: The Company possesses robust internal control systems and processes that align with its size and operations. The Company has well-crafted policies and procedures that cover all significant activities, and their effectiveness is tested, including financial disclosure. Adherence to these policies

and procedures is a vital component of the management review process. The internal audit processes provide greater efficiency andN transparencytr . The Internal Auditor conducts audits in accordance with standard auditing j practices and then recommends improvements to processes and procedures to ensure compliance and efficiency.

The Company has established several Board Committees that are mainly composed of Independent Directors to

oversee and govern the effectiveness of internal controls, as part of its corporate governance framework.

h) Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from the explicit or implicit expectations.

MARKET DEVELOPMENT

VOLUME

The Company will continue to focus on growing its activities with a view to have better reach and realizations. The company is planning to introduce various packaging sizes to cater to a wider range of customers. The company will lay greater stress upon developing its brand and create better visibility in the market.

SELLING PRICE

The company is in the business of Solvent Extraction of Soybean oil and in this industry, price is determined by market

forces including effect of monsoon and the government policies.

CSR INITIATIVES

In view of the profits and turnover, the Company was required to undertake CSR activity for the year 2022-23. The Company was required to spend an amount of Rs.9.51 Lakhs towards CSR Expenses during the year 2022-23, out of which only Rs.0.76 Lakhs were spent and the remaining amount of CSR relating to ongoing projects for Rs.8.75 Lakhs was transferred to a separate Bank Account on 30th April, 2023 which would be expended in the subsequent year. Further that an amount of Rs.18.23 Lakhs remained unspent pertaining to the CSR activities relating to ongoing projects upto 2020-21 which have been kept in a separate bank account asper applicable provision of the law. The Annual Report on CSR activities is annexed herewith as "Annexure A".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under: -

Category	No. of complaints pending at the beginning of F.Y. 2022-23	No. of complaints filed during the F.Y. 2022-23	No. of complaints pending as at the end of F.Y. 2022-23
Sexual Harassment	Nil	Nil	Nil

Since, there is no complaint received during the year which is appreciable as the management of the company endeavor

efforts to provide safe environment for the female employees of the company.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company is engaged in the business of extraction of edible oil and de-oiled cakes from Soya seeds, which is associated with the normal business risk as well as the imbalance of demand-supply of products in the Domestic and International Market.

Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rate, monsoon

activities, non-availability of proper soya seeds may adversely affect the profitability of the Company. In addition to that the product is also subject to various processes and clearances, like payment of compensations, subsidies etc. as may be decided by the State Government.

Moreover, weak International Market signals are deterrent to long term strategy, hence your company is trading safely and

does not want to engage in the long-term risks. Further, we are focused on reducing trade barriers.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companys internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of the financial

fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance

Report and annexed to the Board Report as "Annexure B" and is also posted on the website of the Company. (Link -

http://www.natrajproteins.com)

SUBSIDIARY, ASSOCIATE, JOINT VENTURE OF THE COMPANY

Your Company does not have any subsidiary, associate or joint venture during the year 2022-23 as well as at the beginning or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. Further that the Company is also not an associate or holding or subsidiary company of any other company during the year 2022-23.

BOARD OF DIRECTORS, KMPS AND THEIR MEETINGS

Constitution of the Board

Presently the Board of directors are comprising total 6 (Six) Directors, which includes 3(Three)Independent and One Non-Executive Women Director. The Chairman of the Board is Promoter and Executive Director. The Board members are qualified with the varied experience in the relevant field of the business activities which play significant role for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence

Our definition of ‘Independence of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations,

2015 and section 149(6) of the Companies Act, 2013. The Company is having following 3 (Three) Independent directors;

1. Shri Umesh Narayan Trivedi

2. Shri Pradeep Agrawal

3. Shri Rajender Singh Tomar

Declaration of independence by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of

independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2022-23. Your Board would like to inform you that all the Independent Directors are

registered under the Data bank as per the requirement of the Companies Act, 2013.

Your Board would further like to inform that, the second term of Shri Umesh Narayan Trivedi and Shri Pradeep Agrawal, the

Independent Directors would expire on 31st March, 2024.

Director liable to retire by rotation seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Shri Kailash Chand Sharma (DIN:00012900), Managing Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Directors seeking re-appointment/appointment

In the ensuing 32nd Annual General Meeting, your Directors are proposing the following Directors for re-appointment:-

1) Upon the recommendation of the Nomination and Remuneration Committee, your Board proposes to re-appoint Shri Sharad Kumar Jain (DIN: 02757935), as the Whole-time Director of the company w.e.f. 1st October, 2023 for a further period of 3 (Three) years on the terms and conditions as specified in the Item No. 3 of the Notice of 32nd AGM.

2) Shri Vishal Kumar(DIN: 10288687) being the Additional Director under the category of Independent Director, upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth coming 32nd Annual General Meeting he is not liable to retire by rotation, to hold office for a term of 5 (Five) years w.e.f. 1st September, 2023 your Board recommend to pass necessary special resolution as set out in the notice of the 32nd Annual General Meeting.

3) Shri Praneet Mishra (DIN: 10288688) being the Additional Director under the category of Independent Director, upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth coming 32nd Annual General Meeting he is not liable to retire by rotation, to hold office for a term of 5 (Five) years w.e.f. 1st September, 2023 your Board recommend to pass necessary special resolution as set out in the notice of the 32nd Annual General Meeting.

Key Managerial Personnel

Shri Kailash Chand Sharma, Chairman and Managing Director; Shri Sharad Kumar Jain, Whole-time Director; Shri Abhinandan Prajapati, Chief Financial Officer and CS Pooja Agrawal, Company Secretary and Compliance Officer are the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

Change in Key Managerial Personnel

1. Shri Ritesh Sharma resigned from the post of Chief Financial Officer of the company with effect from 14th June, 2022.

2. Shri Abhinandan Prajapati was appointed as the Chief Financial Officer (CFO) and designated as the Key Managerial Personnel of the Company w.e.f.11th November, 2022.

Other than that there is no change in the Key Managerial Personnel during the year 2022-23.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/Business policy and strategy apart from other

Board businesses.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Itarsi, at the Registered Office. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met 6 (Six) times during the Financial Year 2022-

23 viz., on 30th May, 2022, 8th August, 2022, 22nd August, 2022, 11th November, 2022, 13th February, 2023 and 29th March, 2023. The maximum interval between any two consecutive meetings did not exceeded 120 days. N traj

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 11th November, 2022 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company has been given at the website of the Company at www.natrajproteins.com. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of

directors. A member of the Board does not participate in the discussion of his/her evaluation.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has the following Six (6) Committees: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee (e) Corporate Compliance Committee (f) Independent Directors Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year 2022-23 were on Arms Length Basis

and were in the Ordinary Course of business. No materially significant RPT made by the Company with Promoters,

Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large. Natr j All RPT were approved by the Audit Committee and the Board. The RPT entered into by the company are audited. The

Company has developed a RPT policy, Standard Operating Procedures for purpose of identification and monitoring of

such transactions.

The policy of RPT as approved by the Board is available on the Companys website (Link - http://www.natrajproteins.com/investor.html). The company has done RPT in the ordinary course of business and which are on Arms Length Basis and which are not material in nature and hence the requirement of Form AOC-2 is not applicable to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts during the year 2022-23 which would impact the

going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT:

Statutory Auditors

The Board of the company takes pleasure in stating that no such observation has been made by the Auditors in their report

which needs any further explanation by the Board.

The Shareholders at their 31st Annual General Meeting (AGM) held on 24th September, 2022 had approved the appointment of M/s Bhutoria Ganesan & Co., Chartered Accountants (F.R.No.004465C), as Statutory Auditors to hold office for the period of consecutive term of 5(five) years from the conclusion of 31st AGM till the conclusion of 36th Annual General Meeting.

Cost Records and Auditors

The company is maintaining the Cost Records as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, and accordingly such accounts and records are made and maintained by the Company. Further, the cost records are also audited by M/s Yogesh Chourasia & Associates, Cost Auditors. However, The Company has already filed the Cost Audit Report for the year 2021-22 to the Central Government, which was self-explanatory and needs no comments. The Company is in process to file the Cost Audit Report for the year 2022-23.

Your directors on the recommendation of the Audit Committee, had appointed M/s Yogesh Chourasia & Associates, (F.R.No. 000271) Cost Auditors to audit the cost accounts of the Company for the financial year 2022-23 on a remuneration of Rs. 75,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Yogesh Chourasia & Associates, Cost Auditors is included in Item No. 4 of the Notice of the 32nd Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s D.K. Jain & Co., Company Secretaries (F.R.No.I1995MP067500) to undertake the Secretarial Audit of the Company for the year, 2022-23. The Report of the Secretarial Audit Report in Form MR-3 is annexed as "Annexure C" of this Report.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board, except that;

S. No.	Auditors Observation	Management Comment
1	The company has not complied with the Circular No. CIR/CFD/CMD/13/2015 issued by SEBI dated 30.11.2015 in respect of keeping 100% shares of promoters in D-mate Form.
i.	Only 96.08% shares of the promoters shareholding is in D-mate Form and the company/promoters N has tr also claimed for exemption vide j letter dated 2nd May, 2018 for 78,000 shares held by Mrs. Parveen Arora in the physical form, about 3.92% of the total paid up share capital of the company as at 31st March, 2023;	The company/ promoters has already claimed an exemption vide letter dated 2nd May, 2018 for 78,000 shares held by late Mrs. Parveen Arora, about 3.92% of the total promoters share capital in the physical form.
ii.	Company has not disclosed PAN of Smt. Shubha Puri, Shri Pramod Puri and Apple Mutual Fund holding more than 1% shares in the Company.	The Companys RTA have issued various reminder letter for updating the KYC details of the members in Form ISR-1 and ISR-2 but still no PAN details were provided by them. Once the PAN details receive, it shall be disclosed.
2	Mr. Arush Arora has been substituted in the category of promoter due to sad demise of Late Shri Surendra Singh Arora has sold 17,323 equity shares of Rs. 10/- each during the Trading window closure period without complying with the Regulation 9 of SEBI (PIT) Regulations, 2015 relating to Code of Conduct and matters related thereto.	The company has asked for various details from such Promoter but no reply was received.
	The Company has also informed by filling necessary application to the BSE Ltd. on the online portal of BSE on 10th August, 2022, for which further action if any taken by the BSE/SEBI is not known to the Company.	Further, Audit committee has made proper enquiry of the various transactions and then the matter has been reported to BSE through Listing Portal on 10.08.22.

 

3	In one of the matter with regard to postponement of the commercial production of Rice Mill which was due to commence at the end of January, 2023, the company has given delayed intimation to BSE Ltd. after the stipulated time as provided under Regulation 30 of SEBI (LODR) Regulations, 2015 read with Schedule III.	The said non-compliance was done inadvertently and without any malafide intention. The company will take due care of the necessary compliances in future.
4	The company has not taken the Special Contingency Insurance policy for insuring the risk arising out of the requirements relating to issue of duplicate securities under Para 5 of SEBI Cir. No. SEBI/HO/ MIRSD/MIRSD/RTAMB/P /CIR/2022/70 dated 25th May, 2022.	The risk category is not defined by the Insurance Service Providers. Once the product category will list we will take aforesaid policy.
5	The company has availed Vehicle Finance Loan for which the company has not created charge on the particular vehicle at the RoC portal.	The company has insisted several times to the charge holder for creation of charge on the vehicle finance but the charge holder being the NBFC has not taken any steps and provided relevant document for registering the same on the MCA Portal.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2022-23.

CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations, 2015, a separate report titled ‘Corporate Governance has been attached in this Natraj Annual Report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year

2022-23. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015. Certificate from Auditors regarding compliance of conditions of corporate governance and from Practicing Company Secretary regarding disqualification of directors is annexed with the Corporate Governance Report.

Shri Kailash Chand Sharma, Managing Director and Shri Abhinandan Prajapati, Chief Financial Officer have certified that the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 are duly complied with. A copy of the certificate on the financial statements for the financial year ended 31st March, 2023 is also annexed with Corporate Governance Report.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all the directors and senior management of the Company and the same has been hosted on the website of the company http://www.natrajproteins.com/corporate-governance.html

All the directors and senior management personnel have affirmed compliance with the Code for 2022-23. A declaration to

this effect by the Managing Director is given in this Annual Report as the "Annexure D" with this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Since the company does not have any subsidiary, associates or joint venture, therefore, the requirement for Consolidated Financial Statements in accordance with relevant Indian Accounting Standards IND(AS) is not applicable to the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year

to which these financial statements relate and the date of report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on

the Companys website https://natrajproteins.com.

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing 32nd AGM will be conducted through Video Conferencing/OAVM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at 32nd AGM. The details regarding e-voting facility is being given with the notice of the Meeting.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES. atraj

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure F".

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, 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 has made a reference to the SEBI/BSE on dated 10th August, 2022 for violation of the Regulation 9 of the SEBI (PIT) Regulation, 2015 due to involvement of Mr. Arush Arora, one of the promoter by way of selling of the shares of the company during the window closure period and non-providing necessary disclosure as required under Regulation 7(2)(a) of the SEBI (PIT) Regulations, 2015. However, no further action was taken in this matter by the regulatory authorities.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year 2022-23, the company has not filed any application u/s 7, 9 or 10 of the Insolvency and

Bankruptcy Code, 2016 as well as no other party has filed any application u/s 7 or 9 of the Code against the Company.

GENERAL

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any

scheme.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its

subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund

authority have been provided as part of the Corporate Governance report.

e) Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed time lines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013.

f) There were no revisions in the Financial Statement and Boards Report.

g) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement

during the period under review.

h) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule

16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENTS

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the N traj Company viz. customers, members, dealers, vendors and other business partners for the excellent support received from

them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their

unstinted commitment and continued contribution to the Company.

	For and on behalf of the Board
Date : 1st September, 2023
Place: Itarsi	Kailash Chand Sharma
	Chairman & Managing Director
	DIN 00012900