To,
The Members of,
Natraj Proteins Limited
Your directors take pleasure in presenting their 34th Annual Report along
with the Audited Financial Statements for the year ended 31st March, 2025.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
• Total revenue for the year was Rs.11827.13 Lakhs as compared to
Rs.19402.53 Lakhs.
• Net sales for the year were Rs.11778.29 Lakhs as compared to Rs.
19372.78 Lakhs in the previous year.
• Loss before tax for the year was Rs.117.65 Lakhs as compared to
loss of Rs.1246.29 Lakhs in the previous year.
• Loss after tax for the year was Rs.146.27 Lakhs as compared to
Rs. 1251.90 Lakhs the previous year.
SUMMARISED PROFIT AND LOSS ACCOUNT
(Rs. In Lakhs Except EPS)
Particulars |
Year ended |
|
31.03.2025 |
31.03.2024 |
Revenue from Operations (Net) |
11778.29 |
19372.78 |
Other Income |
48.84 |
29.75 |
Total Income |
11827.13 |
19402.53 |
Total Expenditure |
11944.78 |
20648.82 |
Profit/(Loss) before Tax and
exceptional item |
(117.65) |
(1246.29) |
Less: Exceptional Item |
0.00 |
0.00 |
Profit/(Loss) before Tax |
(117.65) |
(1246.29) |
Less: (a) Current Tax |
0.00 |
0.00 |
(b) Tax adjustments related to
previous year |
20.83 |
0.00 |
(c) Deferred Tax |
7.79 |
5.61 |
Net Profit/(Loss) for the
Year |
(146.27) |
(1251.90) |
Add: Other Comprehensive
Income |
(1.90) |
(0.32) |
Total Comprehensive Income |
(148.17) |
(1252.22) |
Paid up Equity Share Capital |
374.70 |
374.70 |
EPS (Equity Shares of Rs.
10/- each) Basic & Diluted (in Rs.) |
(3.90) |
(33.41) |
DIRECTOR?S RESPONSIBILITY STATEMENT
To the best our knowledge and belief and according to the information
and explanations obtained by us, your Directors confirms the following statements in terms
of section 134(3)? and 134(5) of the Companies Act, 2013:
a. that in the preparation of the annual accounts for the year ended
31st March, 2025, 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 to give a true and fair view of the state
of affairs and Loss of the Company as at 31st March, 2025.
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, wholesale of cereals and pulses and
custom milling (of Rice) business activities.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2025 was Rs.374.70
Lakhs divided into 37.47 Lakhs equity shares of Rs.10/- each. During the year under
review, the Company has not issued shares with differential voting rights or granted stock
options or sweat equity shares.
LISTING OF SHARES OF THE COMPANY
The entire equity shares of the company continue to remain listed on
BSE Ltd. (Scrip Code: 530119). The company has paid the Annual Listing Fees to BSE Ltd.
for the year 2025-26 and the Custodian fee to the CDSL and NSDL for the financial year
2025-26 on time. The shares of the Company are frequently traded at BSE Ltd.
DIVIDEND
In view of the losses suffered by the Company during the year under
review your directors do not recommend any dividend for the Financial Year 2024-25
(Previous Year 2023-24: Rs. Nil).
TRANSFER TO RESERVES
The company has not transferred any amount to the general reserves or
any other reserves during the year 2024-25 (Previous year: Nil).
FINANCE
Cash and cash equivalent as at 31st March, 2025 is Rs. 6.00 Lakhs
(Previous year Rs. 71.27 Lakhs) The Company continues to focus on management of its
working capital, receivables, and inventories. The other working capital parameters are
kept under continuous monitoring.
DEPOSITS
Your Company has not accepted deposits from the public falling within
the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March,
2025.
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. |
Further, the Company has not accepted any deposit or loans in
contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made
there under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loans, guarantees, or provided any
kind of security to any company or body corporate. However, the company has made certain
investments in Mutual funds which has been disclosed in the Financial Statements attached
to this report. Details of the same are not reproduced in order to avoid repetition.
MANAGEMENT DISCUSSION AND ANALYSIS
a) Economic Scenario and Future Outlook :
There is an increasing trend in the region to shift towards cultivation
of paddy and maize and this is expected to impact the Soyabean cultivation area in the
nearby areas. Normal onset of monsoon will help crop production but lesser area under
cultivation may not increase overall crop production. It is however expected that an
increase in the MSP of Soybean by the government will encourage farmers to sow more
soybean. Government policies on import of substitute oils and de-oiled cake of genetically
modified soybean can have a major impact on pricing and demand of local produce.
b) Industry Outlook and Opportunities :
The branded edible oil market is expected to grow, and it is estimated
that close to 75% of the total edible oil available in terms of volume is retailed as a
branded product. The edible oil industry in India is shifting to branded oils, which bodes
well for the organized players.
The demand for De-oiled cakes (DOC) is expected to remain subdued as
growth outlook of poultry industry is flat and more and more poultry producers are using
DDGS as cheaper alternative for DOC.
Custom rice milling business is expected to drive revenues in the
milling season subject to paddy procurement by government for Public Distribution System
(PDS)
c) Opportunities and Threats:
Opportunities this year are expected to arise in the form of higher
prices of de oiled cakes and increased demand for soya DOC vis-a-vis DDGS. Imposition of
import duties on edible oils will lead to better realizable prices of edible oil.
Increased use of alternate products of Soya DOC in poultry feed poses
fresh challenges for the industry, the quantum of which will be visible as the year
progresses.
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 Company's 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:
• 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 the two business segment activities i.e., Solvent
Extraction including Rice Milling and Commodity Trading. Segment reporting of financial
performance is done as per the requirements.
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 Note No.30.18.
However, Return on Net worth for the year is -4.5% as compared to
previous year -37.14% and the increase in Return on Net worth indicates the growth of the
company in the current year.
g) Internal Control System and their Adequacy: The Company
possesses robust internal control systems and processes that align with its size and
operations. The Company has well-crafted policies and procedures that cover all
significant activities, and their effectiveness is tested, including financial disclosure.
Adherence to these policies and procedures is a vital component of the management review
process. The internal audit processes provide greater efficiency and transparency. The
Internal Auditor conducts audits in accordance with standard auditing practices and then
recommends improvements to processes and procedures to ensure compliance and efficiency.
The Company has established several Board Committees that are mainly composed of
Independent Directors to oversee and govern the effectiveness of internal controls, as
part of its corporate governance framework.
h) Cautionary statement:
Statement made in the management discussion and analysis report as
regards the expectations or predictions are forward looking statements within the meaning
of applicable laws and Regulations. Actual performance may deviate from explicit or
implicit expectations.
i) Disclosure of Accounting Treatment:
In the preparation of the financial statements, the Company has
followed the Indian Accounting Standards as notified. The significant accounting policies
which are consistently applied have been set out in the Notes to the Financial Statements.
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 main business activities of Solvent Extraction of
Soybean oil and in this industry, price is determined by market forces including effect of
monsoon and the government policies.
CSR INITIATIVES
In view of the profits/losses and turnover, the Company is not required
to undertake CSR activity for the year 2024-25. However, the company is having unspent
amount of Rs.7.75 Lakhs for the previous years and kept in a separate bank which was
expended entirely in the financial year 31/03/2025, resulting there is unspent amount
towards CSR as such as at 31st March, 2025. Annual Report on CSR activities is annexed
herewith as "Annexure A".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made
thereunder, your company has constituted Internal Complaints Committees (ICC). Statement
showing the number of complaints filed during the financial year and the number of
complaints pending at the end of the financial year is shown as under: -
Category |
No. of complaints pending
at the beginning of F.Y. 2024 -25 |
No. of complaints
filed during the F.Y. 2024 -25 |
No. of complaints pending as
at the end of F.Y. 2024 -25 |
No of complaints
pending after 90 days |
Sexual Harassment |
Nil |
Nil |
Ni l |
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.
STATEMENT RELATED TO COMPLIANCE OF THE MATERNITY
BENEFIT ACT 1961
The company is in full compliance with all the provisions and
regulations set forth in the Maternity Benefit Act, 1961. We are committed to upholding
the rights and welfare of our female employees, ensuring they receive all the benefits and
protections mandated by this important legislation including their hygiene, etc.
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 Company's 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
review 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 functioning of these controls, procedures or systems occurred
during the year under review. There have been no significant changes in the Company's
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 instances 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 -
https://natrajproteins.com/policies )
SUBSIDIARY, ASSOCIATE, JOINT VENTURE OF THE
COMPANY
Your Company does not have any subsidiary, associate or joint venture
during the year 2024-25 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 2024-25.
BOARD OF DIRECTORS, KMPS AND THEIR MEETINGS
Executive Directors and KMPs:
The Company has adequate Key Managerial Personnel's as per requirements
of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015.
There has been no change in the key managerial personnel's during the year under review.
Declaration for Independency of Independent
Directors:
The Company has received necessary declaration from all the independent
directors as required under section 149(7) of the Companies Act, 2013 confirming that they
meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the
Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill
the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015. All the Independent Directors have also registered themselves with
Independent Directors' Databank maintained by the IICA as per requirement of the Companies
Act, 2013.
Change in the Independent Directors:
During the year under review, there were following changes in the
independent directors of the company: -
1) Appointment of Shri Amit Koserwal (DIN: 06823437) as Additional
Director in the category of Independent Directors of the Company w.e.f. 2nd September,
2024 for a First Term of 5 (Five) consecutive years till 1st September, 2029 which was
confirmed by the members at their 33rd Annual General Meeting held on 27th September 2024.
2) Cessation of office of Shri Rajendra Singh Tomar (DIN: 07102758), as
the Independent Directors of the Company w.e.f. February 27, 2025 due to completion of
their second term of 5 (Five) consecutive Years.
Statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the Independent Directors
appointed during the year:
The Board of directors upon the recommendation of the Nomination and
Remuneration Committee at their meeting held on 27th Sept., 2024 has appointed Shri Amit
Koserwal (DIN: 06823437) as an Additional Directors under the category of Independent
Director and the Board is of the opinion that all the Independent Directors carry
integrity, expertise and experience as well as they are registered with the portal of IICA
at the time of appointment.
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, Mr. 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
The company is having following Key Managerial Personnel:-
1) Shri Kailash Chand Sharma, Chairman and Managing Director;
2) Shri Sharad Kumar Jain, Whole-time Director;
3) Shri Abhinandan Prajapati, Chief Financial Officer;
4) CS Aditi Randhar, Company Secretary and Compliance Officer (upto
22nd May, 2025);
5) CS Harshita Kirkire Company Secretary and Compliance Officer (w.e.f.
22nd July 2025).
Change in Key Managerial Personnel
1) Cessation of CS Pooja Agrawal as the Company Secretary and
Compliance Officer of the company w.e.f. 27th May, 2024;
2) CS Aditi Randhar was appointed as the Company Secretary and
Compliance Officer and designated as the Key Managerial Personnel of the Company w.e.f
28th May 2024.
Other than this there were no changes in the Key Managerial Personal
during the year 2024-25. However, there are certain changes in KMP after closure of the
financial year:-
1) Cessation of CS Aditi Randhar as the Company Secretary and
Compliance Officer of the company w.e.f. 22nd May, 2025;
2) CS Harshita Kirkire was appointed as the Company Secretary and
Compliance Officer and designated as the Key Managerial Personnel of the Company w.e.f
22nd July, 2025.
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 (M.P.), 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 2024-25
viz., on 27th May, 2024, 13th August, 2024, 2nd September 2024, 9th November, 2024 and
12th February, 2025. The maximum interval between any two consecutive meetings did not
exceed 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 9th
November, 2024 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 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, KMP's 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. The policy of the Company has been
given at the website of the Company at https://natrajproteins.com/policies .
The details of the same are also covered in the 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 2024-25 were on Arm's 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
Company's website (Link -
https://natrajproteins.com/policies ). The company has done RPT in the ordinary course
of business and which are on Arms' Length Basis and which are not material in nature and
hence the requirement of Form AOC-2 is not applicable to the company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There is no significant material orders passed by the Regulators/Courts
during the year 2024-25 which would impact the going concern status of the Company and its
future operations. However, the Company has initiated a litigation and filed a Civil Suit
before the Hon'ble First Additional District Judge, Itarsi (M.P.) against M/s Khedut Agro
Engineering Private Limited which is continued.
AUDITORS, THEIR REPORT AND COMMENTS BY THE
MANAGEMENT:
Statutory Auditors
The Board of the company takes pleasure in stating that no such
observation has been made by the Auditors in their report which needs any further
explanation by the Board.
The Shareholders at their 31st Annual General Meeting (AGM) held on
24th September, 2022 had approved the appointment of M/s Bhutoria Ganesan & Co.,
Chartered Accountants (F.R.No.004465C), as Statutory Auditors to hold office for the
period of consecutive term of 5 (five) years from the conclusion of 31st AGM till the
conclusion of 36th Annual General Meeting.
Cost Records and Auditors
The company is maintaining the Cost Records as specified by the Central
Government under section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, and accordingly such accounts and records are
made and maintained by the Company. Further, the cost records are also audited by M/s
Yogesh Chourasia & Associates, Cost Auditors. However, The Company has already filed
the Cost Audit Report for the year 202324 to the Central Government, which was
self-explanatory and needs no comments. The Company is in process of filing the Cost Audit
Report for the year 2024-25.
Your directors, on the recommendation of the Audit Committee, have
appointed M/s Yogesh Chourasia & Associates, (F.R. No. 000271) Cost Auditors to audit
the cost accounts of the Company for the financial year 2025-26. As required under section
148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the
shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s
Yogesh Chourasia & Associates, (F.R. No. 000271) Cost Auditors for the financial year
2025-26 for the ratification by the Members in the ensuing 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
Board has appointed M/s D.K. Jain & Co., Company Secretaries (F.R. No. S2003MP064600)
Indore for conducting Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report for the financial year ended 31st March
2025 in Form MR-3 is attached as "Annexure C" and forms
part of this Report. The Report of the Secretarial Auditor does not contain any
qualification, reservation or adverse remark, therefore, do not call for any comments
Further, the Board of directors of the Company on the recommendation of
the Audit Committee, at its meeting held on 13th August, 2025 has recommended the members
to approve the appointment of M/s. M/s D.K. Jain & Co., Company Secretaries (F.R. No.
S2003MP064600) to conduct Secretarial Audit for the consecutive 5 (five) years from the
conclusion of the 34th AGM till the conclusion of the 39th AGM to be held in the calendar
year 2029.
M/s D.K. Jain & Co., Company Secretaries have consented to act as
the Secretarial Auditor of the Company and confirmed that his appointment, if approved,
would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR
Regulations. He has further confirmed that he is not disqualified to be appointed as the
Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and
SEBI Listing Regulations.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY
There was no reportable fraud to the Central Government covered under
section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found
any fraud as required to be reported by them under section 143(12) to the Central
Government during the year 2024-25.
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 2024-25. 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 the Board regarding 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 as "Annexure D".
The report on Corporate Governance as stipulated under Regulation 34(3)
read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite
certificate from the Practicing Company Secretary of the Company confirming compliance
with the conditions of the corporate governance is appended and forms a part of this
report along with the certificate of Disqualification of Directors received from
Practicing Company Secretary.
Shri Kailash Chand Sharma, the Chairman and Managing Director and Shri
Abhinandan Prajapati, Chief Financial Officer have certified that the financial statements
and other matters as required under regulation 17(8), read with Part B of Schedule II of
the SEBI (LODR) Regulations, 2015 are duly complied with. A copy of the certificate on the
financial statements for the financial year ended 31st March, 2025 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 https://natrajproteins.com/policies .
All the directors and senior management personnel have affirmed
compliance with the Code for 2024-25. A declaration to this effect by the Chairman and
Managing Director is given in this Annual Report as the "Annexure E"
with this Report.
CONSOLIDATED FINANCIAL STATEMENTS
Since the company does not have any subsidiary, associates or joint
venture, therefore, the requirement for Consolidated Financial Statements in accordance
with relevant 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 F".
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.
ANNUALRETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March, 2025 is available on the Company's website at https://natrajproteins.com/announcements .
PROVISION OF VOTING BY ELECTRONIC MEANS THOURHG
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 34th AGM will be conducted through
Video Conferencing/OAVM and no physical meeting will be held and your company has make
necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at
34th 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 G".
INDUSTRIAL RELATIONS
During the year under review your Company enjoyed a 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
Company's 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.
Application or Proceeding Pending Under the Insolvency and Bankruptcy
Code, 2016:
A. Details of Application Filed or Proceeding
pending against the Company during the financial year under review:
Stakeholders may please note that no applications were filed against
the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
under review.
B. Details of application filed by the Company
pending during the financial year under review:
Stakeholders may please note that no applications were filed by the
company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under
review. However, the company has filed an application under Section 9 of Insolvency and
Bankruptcy Code, 2016 being the Operational Creditor, against Khedut Agro Engineering
Private Limited in the month of June, 2023 before the Adjudicating Authority, Ahmedabad
Bench for operational debts of Rs. 215.64 Lakhs including interest amount. However, the
Adjudicating Authority has rejected and disposed the said application on 20th June, 2024.
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) The company has not issued any shares which carry the differential
voting rights.
c) There are no voting rights to be exercised by any employee of the
Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share
Capital and Debenture) Rules, 2014.
d) The Company has complied with the applicable Secretarial Standards
under the Companies Act, 2013.
e) Your Company has not declared and approved any Corporate Action viz
buy back of securities, mergers and demergers, split and issue of any securities and has
not failed to implement or complete the Corporate Action within prescribed timelines.
f) There were no revisions in the Financial Statement and Board's
Report.
g) There is no requirement to conduct the valuation by the Bank and
Valuation done at the time of one-time Settlement during the period under review.
h) There are no voting rights exercise by any employee of the Company
pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and
Debenture) Rules, 2014.
ACKNOWLEDGEMENTS
Your directors thank the various Central and State Government
Departments, Organizations and Agencies and banks 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.
Date: : 13th August 2025 |
For and on behalf of the Board |
Place: Itarsi (M.P.) |
Kailash Chand Sharma |
|
Chairman & Managing
Director |
|
DIN 00012900 |
