natraj proteins ltd share price Management discussions


To,

The Members of Natraj Proteins Limited

Your directors take pleasure in presenting their 31st Annual Report along with the Audited financial statements for the year ended 31stMarch, 2022.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

• Total revenue for the year was Rs. 14497.58 Lakhs as compared to Rs. 14632.22 Lakhs.

• Net sales for the year were Rs. 14471.18 Lakhs as compared to Rs. 14621.62 Lakhs in the previous year.

• Profit before tax for the year was Rs. 1295.62 Lakhs as compared to profit of Rs. 97.78 Lakhs in the previous year.

• Profit after tax for the year was Rs. 936.22 Lakhs as compared to Rs. 39.35 Lakhs in previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. In Lakhs)

Particulars Year ended
31.03.2022 31.03.2021
Revenue from Operations (Net) 14471.18 14621.62
Other Income 26.40 10.60
Total Income 14497.58 14632.22
Total Expenditure before Interest and Depreciation 13348.81 14755.76
Profit before Interest, Depreciation & Tax (EBIDTA) 1442.47 319.10
Less: Interest 107.25 181.07
Less: Depreciation 39.60 40.25
Profit before Tax and exceptional item 1295.62 97.78
Less: Exceptional Item 0.00 0.00
Profit before Tax 1295.62 97.78
Less: (a) Current Tax 341.68 12.96
(b) Tax adjustments related to previous year 4.54 70.45
(c) Deferred Tax (13.18) (24.98)
Net Profit for the Year 936.22 39.35
Add: Other Comprehensive Income 3.04 3.66
Total Comprehensive Income 939.26 43.01
Paid up Equity Share Capital 374.70 374.70
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 24.99 1.05

DIVIDEND

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2021-22 (Previous Year 2020-21 Rs. Nil) and proposes to retain the profits for future requirements of the Company.

IMPACT OF COVID-19

The COVID-19 pandemic continued to be a global challenge creating disruption across the world. While the global economy showed early signs of recovery in the beginning of 2021, the repeated waves of COVID infection overwhelmed the countrys health infrastructure.

While India recovered fairly from the first wave, the second wave has hit the country the hardest in terms of fatalities. The second wave has led to further State-imposed lockdowns, impacting the economy while putting several restrictions in place on key businesses. This was followed by a slowdown in labor-intensive industries involving on account of the reduced labor availability during this period. With learnings from the first wave, the country used its experience to combat the effects of the second wave. Strategic lockdowns and easing up of the same have helped numerous States curb the spread of infection while providing the industry with considerable regulatory initiative to restore normalcy. With proactive measures, the country is slowly and steadily fighting against the insurgent second wave.

The pandemic impacted the supply chain in both positive and negative ways. On one hand, it has increased financial pressure on a lot of companies. On the other hand, it has accelerated some key transformations within the manufacturing sector viz increasing focus on health care, new products development/launching, contactless delivery, technology integration to drive efficiencies etc. Digital Solutions and usage of technology has become essential for making supply chains more robust, driving end-to-end visibility, ensuring data security and real time product traceability.

While the second wave is expected to upset economic growth, the overall impact is expected to be moderate as businesses and States have adjusted their businesses and cycles to the COVID situation prevalent. Since the Company is the manufacture of edible oils through solvent extraction process and wholesale trade of cereals and pulses, it was allowed to operate the plant in lockdown. The operations, however, were not at full capacity utilization due to unavailability of labour during lockdowns.

The Companys business in the domestic edible oil market was not expected to impact much, however, a shortage in demand from the hoteling/catering industry and reduced consumption by domestic consumers did impact the Companys profitability to an extent.

DIRECTORS? RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31stMarch, 2022, 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, 2022.

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.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2022 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. The shares of the Company are listed and traded at the portal of BSE. The company is regular in payment of the annual listing fee.

TRANSFER TO RESERVES

The company has not transferred any amount to the general reserves or any other reserves during the year 2021-22 (Previous year Nil).

FINANCE

Cash and cash equivalent as at 31st March, 2022is Rs. 49.36 Lakhs (Previous year Rs. 19.61 Lakhs) & Bank balance other than cash & cash equivalents is Rs. 432.84 Lakhs. (Previous year Rs.4.61 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 deposit 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, 2022. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the 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

We hope that a resurgent demand post pandemic will be higher. An expectedly normal onset of monsoon will help the crop production and lead to better quality crop in the current year. 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

There is ever increasing potential in the edible oil business and growing consumption across the population. The company is positive in its outlook for demand for its refined edible oil. The demand for De-oiled cakes (DOC) is expected to grow as the troubled poultry industry is expected to recover form Covid-19 pressure and general awareness about benefit of a protein rich poultry diet. Government intervention in the industry is expected to may a major role this year.

c) Opportunities and Threats:

Opportunities may arise once the severity of corona virus infections go down and normalcy returns to poultry sector

in India and abroad.

The predominant threat this financial year continues to be the COVID-19 pandemic. Globally, the shortage of labour due to the pandemic has pushed the prices of all edible oils higher. The unexpected shortage of soybean seed has also had an upward impact on prices of raw materials as well as finished goods. It is difficult to assess material impact on business given the volatile nature of infection and the steps taken by government to deal with it on a situation based basis.

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 12% as compared to previous year is 9.50% and the increase in Return on Net worth indicates the higher profitability of the company and its efficiency in providing return on its capital.

g) 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 the market and government policies.

CSR INITIATIVES

In view of the profits and turnover, the Company was not required undertake a new CSR activity for the year 2021-22. However, the company is carrying the unspent amount of total Rs.27.36 Lakhs of the previous years which was transferred to the Separate Bank Account as per the amended CSR Rules. Out of which the company has expended Rs. 7.80 Lakhs towards the CSR Project of the company and the outstanding balance as on 31st March, 2022 is Rs.19.56 Lakhs (Previous accumulated balance). The Annual Report on CSR activities is annexed herewith as "Annexure A".

In view of the Profits of the company for the year 2021-22, the company is required to undertake the CSR activities for the F.Y. 2022-23 and the company has prepared a budget of Rs. 9.51 Lakhs which will be expended in the F.Y. 2022-23.

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. 2021-22 No. of complaints filed during the F.Y. 2021-22 No. of complaints pending as at the end of F.Y. 2021-22
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 2021-22 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 2021-22.

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 2021-22. Your Board would like to inform that, all the Independent Directors are registered under the Databank as per the requirement of the Companies Act, 2013.

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 Sharad Kumar Jain (DIN:02757935), Whole-time Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

Shri Kailash Chand Sharma, Chairman and Managing Director; Shri Sharad Kumar Jain, Whole-time Director; Shri Ritesh Sharma, 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.

There is no change in the Key Managerial Personal during the year 2021-22. However, after the closure of the Financial Year, 2021-22 Shri Ritesh Sharma, CFO has resigned w.e.f. 14th June, 2022.

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 5 (Five) times during the Financial Year 202122 viz., on 2nd June, 2021, 24th June, 2021, 9th August, 2021; 12th Nov., 2021 and 9th Feb., 2022. The maximum interval between any two consecutive meetings did not exceeded 120 days.

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 12th November, 2021 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.

COMPANY?S 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 Link: -http: //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 Five (5) Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Corporate Compliance 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 2021-22 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.

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 on 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 2021-22 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 Auditors, M/s Anup Shrivastava & Associates, Chartered Accountants, (F.R.No. 006455C), who were appointed for a term of Five years at the Annual General Meeting of the Company held on 9thSept., 2017 shall hold the office till the ensuing Annual General Meeting. Pursuant to section 139 and other applicable provisions, as may be applicable of the Companies Act, 2013 read with Rule 33 of Companies (Audit and Auditors) Rules, it is mandatory to rotate the existing statutory auditors on completion of the maximum term permitted under the said section.

The Audit Committee of the company at their meeting held on 22nd August, 2022 has recommended and the Board of directors of the company has proposed the appointment of M/s Bhutoria Ganesan & Co., Chartered Accountants (F.R.No.004465C) as the Statutory Auditors of the company to hold office for a period of 5 consecutive year from the conclusion of 31st Annual General Meeting of the company scheduled to be held on 24th September, 2022 till the conclusion of the 36th Annual General Meeting to be held in the year 2027.

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 202021 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 2021-22.

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. 67,500/- (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 at Item No. 4 of the Notice of the 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, 2021-22. The Report of the Secretarial Audit Report in the 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 Demat Form.
a) Only 95.74% shares of the promoter?s shareholding in Demat Form and the company/promoters has also claimed for exemption vide letter dated 2nd May, 2018 for 78,000 shares held by Mrs. Parveen Arora in the physical form, about 2.08% of the total paid up share capital of the company as at 31st March, 2022; The company has claimed exemption for the 78,000 shares (3.92%) held by Late Mrs. Parveen Arora on 02.05.2018, other than that all the shares of the promoter and promoter group are in the Demat Form.
b) Company has not disclosed PAN of Smt. Shubha Puri, Shri Pramod Puri and Apple Mutual Fund holding more than 1% shares in the Company. Necessary actions have been taken by the company and necessary compliances are still pending at the part of the shareholders.
2 Arush Arora, considered as the promoter of the company (upon the sad demise of Ex-Promoter Shri Surendra Singh Arora) has disposed off 1,26,283 equity shares of Rs. 10/- each, which is about 3.37% of the total paid up share capital of the Company during the year 202122 without complying with the Regulation 5 of SEBI (PIT) Regulations, 2015 relating to submission of Trading Plans and matters related thereto. The Board of Directors is in the opinion that, Arush Arora has not traded in the shares. He has just sold his existing investment which he has received from his deceased father. Since, he has not traded in the shares, therefore, requirement to submit Trading Plan in not applicable.
3 Some forms were filed by the Company after the prescribed time along with the adequate additional filing fee and this has reported as compliance by reference of payment of additional fees The company has filed the forms after paying the additional fees as prescribed by the MCA.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than 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 2021-22.

CORPORATE GOVERNANCE

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

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2021-22. 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 Ritesh Sharma, 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, 2022 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 2021-22. 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 is not having any subsidiary, associates or joint venture, therefore, the requirement for Consolidated Financial Statements in accordance with relevant Accounting Standards (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. However, the Company is setting Rice Mill for Custom Milling with a capacity of 4.TPH with a project cost about 2.00 Crores, which is expected to be completed by January, 2023. The company shall fund the project cost from its internal accrual.

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 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 AGM will be conducted through Video Conferencing/OVAM 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 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 EMPLOYEE?S REMUNERATION AND PARTICULARS OF EMPLOYEES.

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.

INSOLVENCY AND BANKRUPTCY CODE:

During the financial year 2020-21, the company has filed an application u/s 9 of Insolvency and Bankruptcy Code, 2016 being the operational creditor against the Claro Energy Pvt. Ltd. (Corporate Debtor) before the Honble NCLT, New Delhi Bench and the said application was admitted by the Honble Tribunal and has appointed the Resolution Professional on the Corporate Debtor. However, after the initiation of the CIRP against the Claro Energy Pvt Ltd, the Corporate Debtor has approached the company for settlement of the dues and the said proposal was accepted by the company. During the Financial year 2021-22, the Company has withdrawn the said application after receipt of full amount of claim as desired by the company. Except this, the company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

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. 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;

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013. 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 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
Place: Itarsi Kailash Chand Sharma
Date: : 22nd August, 2022 Chairman & Managing Director
DIN: 00012900