To
The Members,
Your Directors have pleasure in presenting herewith the 33rd Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2023.
1. FINANCIAL SUMMARY:
Your Company's performance during the year ended 31st March, 2023, as compared to the previous financial year, is summarized as below:
(Rs.in Lakhs)
2. TRANSFER TO RESERVES:
The Company did not transfer any amount to the General Reserve for the Financial Year ended March 31st, 2023.
3. COMPANY PERFORMANCE:
During the financial year under review our company has achieved total Revenue of Rs. 780.47 Lakhs as against the previous year total revenue of Rs. 1119.19 Lakhs and recorded net Loss of Rs. (58.92) Lakhs for financial year 2022-23 when compared to a Net Profit of Rs. 28.07 lakhs during the previous year.
4. SHARE CAPITAL
The paid-up equity shares capital of the Company as on 31st March, 2023, is Rs. 5,29,60,000/-During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares or Employee Stock Options.
5. DIVIDEND:
Your Directors do not recommend any Dividend for the Financial Year 2022-2023 as the profits are planned to be ploughed back into the business operations.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the Financial year under Review there is no change in the nature of the Business.
7. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.
8. MEETINGS:
During the year under review, Five board meetings were held on
The maximum time-gap between any two consecutive meetings were within the period prescribed under the Companies Act, 2013.
9. BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in the following manner:
i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.
A separate meeting of Independent Directors was held on 14th February 2023 to evaluate the performance evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from management.
10. VIGIL MECHANISM
Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies Meetings of Board and Its Powers Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The details of the Policy is posted on the website of the Company and the weblink is www.naturiteagro products.com
11. NOMINATION & REMUNERATION POLICY
A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178 of Companies Act, 2013 and to recommend a policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the of the company's website.
12. DIRECTORS
The Board of Directors of your company has an optimum combination of executive, non-Executive and independent Directors including Woman Directors.
Retirement By Rotation
> In accordance with the provisions of Section 152 ofthe Companies Act, 2013 and the Articles of Association of the Company, Mr. G Vallabh Reddy, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
> The Board recommends his re-appointment.
13. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March, 2023; all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.
ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended 31sMarch, 2023.
iii. That 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 irregularities.
iv. That the Annual Accounts for the year ended 31st March, 2023, has been prepared on a going concern basis.
v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
14. RISK MANAGEMENT
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and as per SEBI (LODR) Regulations, 2015 the Risk management is Not applicable to the Company.
15. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and in SEBI (LODR) Regulations, 2015
16. STATUTORY AUDITORS
The Company's existing Statutory Auditors, M/s M N Rao and Associates, Chartered Accountants, (FRN No. 005386S) were appointed by the Members at the 28th Annual General Meeting (AGM) of the Company for a period of five years, to hold the office till the conclusion of 33rd AGM to be held for the FY 2022-23. The Period under review was the fifth year of the Audit by M/s M N Rao and Associates in the Company.
Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 29th August, 2023 has recommended re-appointment of M/s M N Rao and Associates, Chartered Accountants, (FRN No. 005386S) as Statutory Auditors of the Company for a second term of five consecutive years from the conclusion of this AGM till the conclusion of 38th AGM of the Company.
The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2022-23.The Statutory Auditors of the Company were present in the last Annual General Meeting.
17. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. NSVR & Associates LLP Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of Companies (Accounts) Rules, 2014.
18. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) ofthe Act are not applicable for the business activities carried out by the Company.
19. FRAUD REPORTING
During the Financial Year under review the Statutory Auditors of the Company have not reported any incident of fraud to the Board of Directors ofthe Company.
20. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not applicable to the Company.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms ofthe applicable policies ofthe Company.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments 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.
MATERIAL EVENTS DURING THE YEAR UNDER REVIEW:
Mr. Siva Dharma Teja Yadlapalli (Acquirer) entered into a Share Purchase agreement (SPA) dated 3rd February, 2023 with the existing promters and promoter Group of the Company for 36,56,900 Equity shares representing 69.05% of the Equity Share Capital/Voting Capital of the Target Company at a price of ?20 per equity share.
Further to the execution of SPA, the Acquirer made an open offer to the public shareholders of the Company in terms of the SEBI Takeover Regulations and on 11th May, 2023, completed the acquisition of 7,88,114 equity shares of the Company from the public shareholders under the Open offer.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy: A.The present operation of the Company does not involve High- energy consumption. However steps being taken to minimize energy consumption Where ever possible
B. Research & Development: The Research and Development division of Spices oils And Oleoresins department continues to focus on introducing of new brands.
C. Technology Absorption - Not Applicable
D. Foreign Exchange Earnings &Outgo:
(Figures in Rs.)
24. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the provision of Regulation 134(2)(e) of SEBI (LODR) Regulations, 2015 a report on Management Discussion & Analysis is set out as an Annexure A.
25. CORPORATE GOVERNANCE:
Since the Paid-Up Capital of the Company is less than Rs. 10 Crores and the Net Worth of the Company is less than Rs. 25 Crores, the provisions of Regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
26. 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 appointed M/s P.S Rao & Associates, Practicing Company Secretaries Hyderabad undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B" to this report.
27. ANNUAL RETURN
The accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e., FORM MGT 7 is placed on the Website of the Company i.e., www.naturiteagroproducts.com
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as "Annexure-C". In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed through out the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of the year and in receipt of 8.5 Lakhs or more per month.
29. SUBSIDIARIES
During the financial year under review, we did not have any subsidiary or joint venture or associate company.
30. RELATED PARTY TRANSACTION
The Company has not entered into any transaction with any of its related parties falling under Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.
Related Party Transactions, if any are placed before the Audit Committee and the Board for approval.
31. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.
The Company has not received any complaint on sexual harassment during the year
32. HUMAN RESOURCES:
The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
34. 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:
No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2023.
35. 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:
Not Applicable
36. COMPLIANT WITH SECRETARIAL STANDARDS
During the year under review, the company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings SS-I), General Meetings (SS-II).
37. ACKNOWLEDGMENTS:
Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.
Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.
By Order Of the Board of Directors
FOR NATURITE AGRO PRODUCTS LIMITED