naturo indiabull ltd share price Directors report


To,

The Members of

NATURO INDIABULL LIMITED

(FORMERLY KNOWN AS IT INDIABULL PRIVATE LIMITED)

Your Directors have pleasure in presenting the 07th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(In Lakhs)

PARTICULARS

MARCH 31, 2023 MARCH 31, 2022
Revenue From Operations 1616.23 1127.51
Other Income 10.044 17.12

Total Revenue

1626.67 1144.63
Profit before Depreciation, Interest and Tax Expenses 163.65 148.56
Less: Finance Cost 4.61 0.00
Profit before Depreciation and Tax Expenses 159.04 148.56
Less: Depreciation 25.14 3.88
Net Profit before Tax 138.51 144.68
Less: Current Tax (36.03) (36.74)
Less: Deferred Tax 1.42 0.09

Net Profit after Tax

103.90 108.03

EPS (Basic & Diluted)

1.22 1.68

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS

AFFAIR (OBJECTS, PERFORMANCE) AND FUTURE OUTLOOK

The Company continued its business in trading of Health care products and FMCG. During the year under review, the Company registered revenue of Rs. 1616.23 Lakhs as against revenue of Rs. 1127.51 Lakhs during preceding financial year.

The Company recorded a Net Profit of Rs. 103.90 Lakhs in FY 2022-23 on y-o-y basis as compared to profit of Rs. 108.03 Lakhs in FY 2021-22. Your Directors are optimistic about companys business and hopeful of better performance with increased revenue in the coming year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the Financial year the company has not transferred any amount to Reserves and surplus.

4. DIVIDEND

The Board of Directors of your company decided not to recommend any Dividend for the year under review.

5. LISTING INFORMATION

During the Year the Equity Shares of the Company are listed with BSE-SME Platform with effect from 02/09/2022 and in dematerialized form through depositories in order to eliminate all risks associated with physical shares and for ease of portfolio management. The ISIN No. of the Company is INE0JNB01012.

6. NATURE OF THE BUSINESS

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

7. SHARE CAPITAL STRUCTURE OF THE COMPANY:

The Capital Structure of the Company is:

a. Authorized Capital:

Rs. 11,00,00,000/- (Rs. Eleven Crore Only) divided into 1,10,00,000 (One Crosre Ten Lakhs) Equity Shares of Rs. 10 /- each.

b. Issued, Subscribe and Paid-up Capital:

Rs. 10,19,80,480/- (Rs. Ten Crore Nineteen Lakhs Eighty Thousand Four Hundred Eighty Only) divided into 1,01,98,048 (Rs. One Crore One Lac Ninety-Eight Thousand Forty-Eight Only) Equity Shares of Rs. 10 /- each.

There is no change in the Authorised capital of the company during the financial year 2022-23.

However, During the year, Company has increased its Issued, Subscribed and Paid-up Capital from Rs. 6,55,80,480/- (Rs. Six Crore Fifty-Five Lakhs Eighty Thousand Four Hundred Eighty Only) divided into 65,58,048 Equity Shares of Rs. 10 /- each.. to Rs. 10,19,80,480/- (Rs. Ten Crore Nineteen Lakhs Eighty Thousand Four Hundred Eighty Only) divided into 1,01,98,048 Equity Shares of Rs. 10 /- each by way of public issue of 36,40,000 Equity Shares having face Value of Rs. 10/- each with premium of Rs. 20/- per share.

8. DEPOSITORY PARTICIPANT

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards/Committees approval is taken by passing resolutions through circulation or by calling

Board/Board Committee meetings at short notice, as permitted by law.

In accordance with the provisions of section 149, 152, 203 and other applicable provisions of the Companies Act, 2013, one third of the of Directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Consequently Mr. Gaurav Jain, Managing Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends their reappointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

During the year under review, Ms. Shalini Joshi, Company Secretary cum Compliance Officer of the Company resigned from her post w.e.f 25/11/2022. After the closure of the Financial Year Ms. Rishibha Kasat, was appointed as a Company Secretary cum Compliance Officer of the Company w.e.f 06/05/2023

The board of directors of the company duly constituted during the year and aprat from above there were no changes made in the composition of Board of Directors during the year.

Following are the Board of Directors & KMP of the Company, details of which are as follows:

S.N Name

Designation Remarks
1 Gaurav Jain Managing Director -
2 Jyoti Choudhary Non-Executive Director -
3 Sudhir Kumar Non-Executive Director -
4 Ramcharan Saini Non-Executive Independent Director -
5 Vishal Gaur Non-Executive Independent Director -
6 Nishant Gautam Non-Executive Independent Director -

7 Shalini Joshi

Company Secretary cum Compliance Officer Resigned w.e.f 25.11.2022
8 Rahul Khurana Chief Financial Officer -

9 Rishibha Kasat

Company Secretary cum Compliance Officer Appointed w.e.f 06.05.2023

10. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2022-23, the Company held Seven (07) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

S. No.

Date of Meeting Board Strength No. of Directors Present
1 17/05/2022 6 6
2 01/07/2022 6 6
3 29/08/2022 6 6
4 14/11/2022 6 6
5 25/11/2022 6 6
6 23/12/2022 6 6
7 03/03/2023 6 6

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

S.N. Name of Director

Board Meeting

Committee Meeting

No of Meeting held No of Meeting attended % No of Meeting held No of Meeting attended %
1 Gaurav Jain 6 6 100 - - -
2 Jyoti Choudhary 6 6 100 1 1 100
3 Sudhir Kumar 6 6 100 - - -
4 Ramcharan Saini 6 6 100 - - -
5 Vishal Gaur 6 6 100 6 6 100
6 Nishant Gautam 6 6 100 6 6 100

11. MEETINGS OF THE MEMBERS OF THE COMPANY

During the Financial Year 2022-23, the Company held Two (02) meeting of the members of the Company on 25/07/2022 and 25/03/2023.

12. COMMITTEES OF THE BOARD

The Board Committees constitution is in acquiescence of provisions of the Companies Act, 2013, the relevant rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their terms of reference, composition and meetings held during the year are provided herein below:-

Audit Committee

During the financial year 2022-23, four (4) meetings of the Audit Committee were held on 17/05/2022, 01/08/2022, 25/11/2022 and 03/03/2023. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director

Status Meetings held Meetings attended
1. Mr. Vishal Gaur Chairman 4 4
2. Mr. Nishant Gautam Member 4 4
3. Mrs. Jyoti Choudhary Member 4 4

Role of the committee:

The role of the Committee, inter-alia, includes oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; recommendation for appointment, remuneration and terms of appointment of auditors of the company; approval of payment to statutory auditors for any other services rendered by the statutory auditors; reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval; reviewing, with the management, the Quarterly/Half yearly financial statements before submission to the board for approval; reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; approval or any subsequent modification of transactions of the company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, wherever it is necessary; reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems and risk management systems; reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; discussion with internal auditors of any significant findings and follow up there on; o look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; to review the functioning of the Whistle Blower mechanism; approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; Carrying out any other function as is mentioned in the terms of reference of the audit committee.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. The Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.

The Company Secretary acts as the Secretary to the Audit Committee.

The previous Annual General Meeting of the Company held on July 25th, 2022 was attended by Vishal Gaur, Chairman of the Audit Committee.

Stakeholder Relationship Committee

During the financial year 2022-23, One (1) meeting of the Stakeholder Relationship Committee was held on 17/05/2022. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director

Status in Committee Nature of Directorship
1 Mr. Vishal Gaur Chairman Independent Director
2 Mr. Nishant Gautam Member Independent Director
3 Ms. Jyoti Choudhary Member Non-Executive Director

Role of the committee

The terms of reference of the Committee includes considering and resolving the grievances of security holders of the Company including Allotment and listing of our shares in future; Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates; Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; Reference to statutory and regulatory authorities regarding investor grievances; To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers the Board may decide from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

The previous AGM of the Company held on July 25th, 2022 was attended by Mr. Vishal Gaur, Chairman of the Stakeholder Relationship Committee.

The Company Secretary acts as the Secretary to the Stakeholder Relationship Committee.

Nomination & Remuneration Committee

During the financial year 2022-23, One (1) meeting of the Stakeholder Relationship Committee was held on 25.11.2022. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director

Status in Committee Nature of Directorship
1 Mr. Vishal Gaur Chairman Independent Director
2 Mr. Nishant Gautam Member Independent Director
3 Ms. Jyoti Choudhary Member Non-Executive Director

The previous AGM of the Company held on July 25th, 2022 was attended by Mr. Vishal Gaur, Chairman of the Nomination and Remuneration Committee.

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

13. CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Companys Code of Conduct for the financial year ended March 31, 2023 in accordance with Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The Company has posted the Code of Conduct for Directors and Senior Management on the companys website www.debockgroup.com under Investors link. Code Of Conduct for Prohibition of Insider trading.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.naturoindiabull.com under the Investors link.

14. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES

AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

While Independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

15. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

16. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The Company has received declarations from all the Independent Directors of the Company confirming that: ? They have complied with Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013. ? They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations; ? In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs. ? In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. ? In terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing Regulations by the Independent Directors of the Company.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

As trustees of shareholders, Independent Directors play a pivotal role in upholding Corporate Governance norms and ensuring fairness in decision making. Being experts in various fields, they also bring Independent Judgment on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director inter alia; explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the Compliances required from him / her under the Act, SEBI Regulations and other relevant regulations.

By way of an introduction to the Company, presentations are also made to the newly appointed Independent

Director on relevant information like overview of the Companys businesses, market and business environment, growth and performance, organizational setup of the Company, governance and internal control processes.

On-going familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the

Companys context and to lend perspective to the strategic direction of the Company.

Your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with their roles, rights, responsibilities, nature of the Industry, Companys strategy, business plan, operations, markets, products, etc. The details of the Companys Familiarization Programme are available on the Companys website www.naturoindiabull.com

18. FINANCE & ACCOUNTS

Your Company prepares its Financial Statements in accordance with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles generally accepted in India. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Companys state of affairs, profits and cash flows for the year ended March

31, 2023. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. IND AS is not applicable to the Company because Companies listed on SME exchanges are not required complying with IND AS. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2023.The Company has neither revised the financial statements nor the report of Board of Directors.

19. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATES COMPANY

The Company does not have any Subsidiary/Joint Venture/Associates Company as on 31.03.2023.

20. CONSOLIDATED FINANCIAL STATEMENTS: -

The Company has no Subsidiary, Associate or Joint Venture and therefore question of Consolidated Financial Statements do not arise.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2023 is attached herewith.

22. CORPORATE GOVERNANCE

Corporate Governance at Naturo Indiabull Limited is evolved by not only ensuring compliance with regulatory requirements but also by being responsive and responsible to the needs of stakeholders with rewarding environment. Your Company believes that best Corporate Governance practices are critical to enhance and retain investor trust.

We, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Law are alone cannot bring changes and transformation, and voluntary compliance both in form and in substance plays an important role in developing good Corporate Governance.

As our company is listed on BSE-SME Platform, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility

Statement, your Directors confirm that:

To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013.

In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and of the Profit of the Company for the year ended on that date.

The Directors 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 irregularity.

The Directors have prepared the Annual Accounts of the Company on a going concern basis.

The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.

24. AUDITORS

? STATUTORY AUDITORS AND THEIR REPORT

The Board considered the Appointment of Statutory Auditor of the Company, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014. The Board considered and approved the same and passed the resolution in this regard

In the Extra-Ordinary General Meeting held on 25/03/2023, M/s. Mittal & Associates, Chartered Accountants (FRN: 106456W) were appointed as statutory auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting on account of casual vacancy held by resignation of M/s A Y & Co., Chartered Accountants (FRN: 020829C) in terms of the first proviso to Section 139 of the Companies Act, 2013.

Now the tenure of M/s. Mittal & Associates has come to an end and the Board hereby recommend the appointment of M/s Ajay Kumar Vijayvergiya & Associates, Chartered Accountants, (FRN: 003833C), Jaipur as Statutory Auditors of the Company to carry out the Statutory Audit of the Company for the period of 5 Years from the conclusion of this AGM to 12th AGM to be held in Financial Year 2027-28 on the remuneration as decided by the Board of Directors and Statutory Auditors mutually.

The Company has received consent letter from the auditor to the effect that appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

There are observations of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self- explanatory.

Auditor Remarks: During the year the Company has accepted borrowings of Rs. 230.37 Lakhs from various parties, other than Directors and their relatives, which are in contravention to Section 73 to 76 of the Companies Act, 2013. Further the Company has not complied with the provisions related to Acceptance of

Deposits from the parties u/s 73 to 76 of the Companies Act, 2013.

Board Remarks: The management stated that the borrowings of Rs. 230.37 Lakhs from various parties was actually taken for various business arrangements, however neither the underlying documents were provided to the Auditor during the audit nor such arrangements were done due to unavoidable reasons, Therefore the payment received from the parties were remained outstanding at the end of the Financial Year i.e. 2022-23. The company is in process to repay the above-mentioned amount during the current financial year i.e. 2023-24 as early as possible. Auditor Remarks: During the year under review, the Company have granted loans of Rs. 1299.81 Lakhs to various parties which are in contradiction of Companies Act, 2013. Board Remarks: The management stated that the loan granted of Rs. 1299.81 Lakhs to various parties was actually given for various business arrangements, however neither the underlying documents were provided to the Auditor during the audit nor such arrangements were done due to unavoidable reasons, Therefore the payment made to the parties were remained outstanding at the end of the Financial Year i.e. 2022-23. The company is in process to call the above-mentioned amount during the current financial year i.e. 2023-24 as early as possible. Auditor Remarks: During the year there is a difference of Rs. 378.41 Lakhs in the purchases as per Books and GST Returns filed and the Company has not complied with statutory payments i.e., TDS, TCS and GST.

Board Remarks:

The Company has paid the TDS amount in current financial year and will confirm to pay the statutory dues during current year and will be regularized and also in difference in purchase as per book records and GST returns, the Company is continuously involved with GST authority for solving the issue.

Auditor Remark:

(a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has not been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Goods & Service Tax, Duty of Customs, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2023 for a period of more than six months from the date on when they become payable except the followings:

Statute

Nature of Dues

Period to which the amount relates

Period of delay

Amount Involved (Rs. In Lakhs) #

Income Tax Act, 1961

Income Tax

AY 2020-21

More than 12 months

24.47

AY 2021-22

More than 12 months

29.84

AY 2022-23

More than 12 months

36.74

Tax Deducted at Source (TDS) & Tax Collected at Source (TCS)

AY 2022-23

More than 6 months

5.19

# As computed by the Company and not included any penalty to be levied by the tax authorities

Board Remarks:

(a) Except Income Tax and GST no other statutory dues is pending over the company and will confirm to pay at regular basis from current financial year.

(b) The Company has made the payment of TDS in current Financial Year and regarding Income Tax demand , the Company will proposing to file an appeal regarding the demand raised as it is inappropriate.

Auditor Remark: Based on our audit procedures and as per the information and explanations given by the management, during the year the company has raised Rs. 10.92 Crore money by way of initial public offer however, we are unable to comment on the utilisation of the same due to non-availability of underlying documents.

Board Remarks:

The Company will provide all the documents related to utilization of IPO Fund to the Auditor in this year.

COST AUDITOR

The requirement of Cost Audit in your industry has been excluded/ removed in the Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs vide its notification dated 30th June, 2014. Therefore, no appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended March 31, 2023 and there is no requirement of maintenance of cost records as per section 148 of the Companies Act, 2013.

? SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company and other class of companies as may be prescribed, is required to appoint Secretarial Auditor to carry out secretarial Audit of the Company.

M/s NKM & Associates, Practicing Company Secretaries was appointed as Secretarial Auditor of the as per the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 on account of resignation tendered by M/s Payal Kotak & Associates dated 21/08/2023.

In consonance with the requirements of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and rules made there under, M/s NKM & Associates, Company Secretaries in Practice, Thane, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23 vide Board Resolution dated 26/08/2023.

SECRETARIAL AUDITORS REPORT

A Secretarial Audit Report issued by M/s NKM & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company for the financial year ended March 31, 2023, is given in Annexure-C and Secretarial Compliance Report of the Company and it carries the following qualifications:

Auditor Remarks: During the year the Company has accepted borrowings of Rs. 230.37 Lakhs from various parties, other than Directors and their relatives, which are in contravention to Section 73 to 76 of the Companies Act, 2013. Further the Company has not complied with the provisions related to Acceptance of Deposits from the parties u/s 73 to 76 of the Companies Act, 2013.

Board Remarks: The management stated that the borrowings of Rs. 230.37 Lakhs from various parties was actually taken for various business arrangements, however neither the underlying documents were provided to the Auditor during the audit nor such arrangements were done due to unavoidable reasons, Therefore the payment received from the parties were remained outstanding at the end of the Financial Year i.e. 2022-23. The company is in process to repay the above-mentioned amount during the current financial year i.e. 2023-24 as early as possible.

Auditor Remarks: During the year under review, the Company have granted loans of Rs. 1299.81 Lakhs to various parties which are in contradiction of Companies Act, 2013.

Board Remarks: The management stated that the loan granted of Rs. 1299.81 Lakhs to various parties was actually given for various business arrangements, however neither the underlying documents were provided to the Auditor during the audit nor such arrangements were done due to unavoidable reasons, Therefore the payment made to the parties were remained outstanding at the end of the Financial Year i.e. 2022-23. The company is in process to call the above-mentioned amount during the current financial year i.e. 2023-24 as early as possible.

Auditor Remarks: There was delay in filing of SDD certificate with the exchange for quarter ended i.e., December 30, 2022, as per the SEBI Circular NSE/CML/2022/51, the SDD certificate for December quarter needs to be filed latest by 21st January, 2023, but the same was filed by 28th January, 2023.

Board Remarks: The management stated that the non-compliance so occurred inadvertently and highly regretted for the inconvenience caused and assured to comply with the provisions in future.

Auditor Remarks: No closure of trading window filed with BSE Limited for quarter ended September 30, 2022.

Board Remarks: The management stated that the non-compliance so occurred inadvertently and highly regretted for the inconvenience caused and assured to comply with the provisions in future.

? INTERNAL AUDITOR

M/s KSGC & Associates, Chartered Accountants (FRN: 021829C) were appointed as Internal Auditor of the Company to conduct Internal Audit of the company for the financial year 2022-23 as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.

REPORTING OF FRAUD BY AUDITORS

During the Financial year 2022-23, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization.

26. RISK MANAGEMENT

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Business Risk Evaluation and Management is an on-going process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company. Your Company has identified the following risks:

? Commodity Price Risk

Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also, by focusing on new value-added products helps in lowering the impact of price fluctuation in finished goods.

? Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Companys dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

? Human Resource Risk

Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent.

Attrition and non-availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

? Competition Risk

The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

? Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

? Industrial Safety, Employee Health and Safety Risk

The Electrical industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

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

THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Year, there the securities of the Company were listed on BSE-SME Exchange on 02nd September, 2022.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN

FUTURE

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

29. DEPOSITS

Your Company has accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and not complied with the provisions and same was marked as Qualification by Statutory Auditor and Secretarial Auditor in their report.

30. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF

COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014

During the period under review the company has accepted some unsecured loan from its directors which was not covered under the definition of deposits and the required declaration from the director and relative of director, as the case may be, duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others. The details of monies accepted are as under:

Name of the Person Relation Amount Accepted
Guarav Jain Director 415.04 Lakhs
TOTAL 415.04 Lakhs

31. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND

REMUNERATION) OF MANAGERIAL PERSON, RULE 2014 OF THE COMPANIES ACT, 2013:-

None of the Employee is in receipt of remuneration in excess of limits prescribed under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, i.e The Company has not employed any employee for any post that has paid remuneration in excess of Rs.1,02,00,000/- per annum or in excess of Rs.8,50,000/-per month.

32. MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING:-

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per the records of the Company, few Shareholders folio needs to be updated with the PAN / Complete Bank Account details so that the investments held by them are in compliance with the aforementioned circular. Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication: Enclosed Form duly filled in and signed by all the shareholders. Self-Attested Copy of Pan Card of all the shareholders, Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of pass book) of all the shareholders and Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Arms Length Basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and its rules in the Annexure-C to the directors report.

Related party transactions have been disclosed under significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length basis or fair value.

35. ENVIRONMENT AND SAFETY

Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources.

36. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on the company for the Financial Year 2022-23.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as integral part of this report.

38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations. The Audit Committee gives valuable suggestions from time to time for improvement of the companys business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective.

39. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL

AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the have approved a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy for Remuneration to Directors/ KMP/ Senior Management Personnel etc.

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure-F and forms part of this Report.

40. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

We consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant endeavour is to invest in people and people processes to improve human capital for the organization and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organization continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution. We strive to provide a conducive and competitive work environment to help the employees excel and create new benchmarks of productivity, efficiency and customer delight. At DSML, the Human Resource agenda continues to remain focused on reinforcing the key thrust areas i.e. being the employer of choice, building an inclusive culture and a strong talent pipeline and building capabilities in the organization. To maintain its competitive edge in a highly dynamic industry, we recognize the importance of having a work force which is consumer-focused, performance-driven and future-capable. In keeping with this, a number of policies and initiatives have been drawn up like regular employee engagement surveys, focusing on objective performance management system with key result areas and performance indicators. These initiatives ensure a healthy balance between business needs and individual aspirations. The company has a policy on prohibition, prevention and Redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under

"The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013". During the year, no complaint was lodged.

41. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to www.naturoindiabull.com.

42. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance sexual harassment at workplace. The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received any complaint of Sexual Harassment during the financial year under review. The following is a summary of Sexual Harassment complaints received and disposed off during the year 2022-23: No. of Complaints received: NIL No of complaints disposed off: NIL

43. ANNUAL RETURN

As required under Section 92 (3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of th Companies

(Management and Administration) Rules, 2014 the Annual Return is put up on the Companys website and can be accessed at http://naturoindiabull.com/Investors.

44. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

45. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

46. CAUTIONARY STATEMENT

Statements in this report, describing the Companys objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

47. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

5. The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

7. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

48. ACKNOWLEDGEMENT

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By The Order of Board of Directors

For Naturo Indiabull Limited

(Formerly known as IT Indiabull Private Limited)

SD/-

Gaurav Jain

Managing Director

DIN: 08560737

Place: Jaipur

Dated: 04/09/2023