The Members,
Natura Hue Chem Limited Raipur (C. G.) 492001
Your directors have pleasure in presenting the 30th Annual Report on
the business and operation of the Company together with Audited Financial Statements for
the year ended on 31st March, 2025.
? FINANCIAL RESULTS:
PARTICULARS |
RS. IN LAKHS |
31ST MARCH, 2025 |
31st MARCH, 2024 |
Revenue from Operations |
00.0 |
6.65 |
Other Income |
8.33 |
15.25 |
Total Receipts |
8.33 |
21.90 |
Total Expenses |
10.15 |
9.56 |
Profit/Loss Before Tax |
(1.82) |
12.34 |
Tax Expenses |
(0.80) |
0 |
Profit/Loss for the year |
(1.03) |
12.25 |
Earnings Per Share (in Rs.) |
0.07 |
0.41 |
? REVIEW OF PERFORMANCE
During the financial year under review, the Company has not generated any revenue from
operations as compared to ?6.65 lakhs earned in the previous financial year. However, the
Company has earned other income of ?8.33 lakhs during the year under review, as against
?15.25 lakhs in the previous year.
The decline in total income is primarily attributable to the absence of operational
revenues and a reduction in other income. The management is actively evaluating various
strategic and operational measures to enhance the Company's performance in the coming
periods.
? DIVIDEND
In view of the loss incurred during the financial year ended March 31, 2025, and with a
view to conserve resources, the Board of Directors has not recommended any dividend for
the year under review. The Board believes this approach is prudent to support the
long-term financial stability and future business opportunities of the Company.
? SHARE CAPITAL
As on 31st of March, 2025 the authorised Capital of the Company is Rs.7,00,00,000
divided into 70,00,000 equity shares of Rs.10.00 each and the paid-up and subscribed
capital stands at Rs.4,14,53,000 divided into 41,45,300 equity shares of Rs.10.00 each.
During the year under review, the Company has not issued any shares with differential
voting rights nor granted stock options nor sweat equity. As on 31st March 2025, the
company has not issued any convertible instruments and none of the Directors of the
Company hold convertible instruments of the Company.
? ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at www.naturahuechem.com.
? NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met eight (8) times during the year under review. Proper notices
of the meeting were given to all the Directors and intimation were duly made to Stock
Exchange regarding the conducting of the Board Meeting and its outcome.
The details of BOARD MEETING are as follows:
S. No. |
DATE OF MEETING |
NAME OF DIRECTORS |
MANSOOR AHMED |
HIFZUL RAHIM |
ADITYA SHARMA |
SATYAWATI PARASHAR |
RAVINDRA POKHARNA |
1. |
23.05.2024 |
P |
P |
P |
P |
P |
2. |
31.07.2024 |
P |
P |
P |
P |
P |
3. |
20.08.2024 |
P |
P |
P |
P |
P |
4. |
14.11.2024 |
P |
P |
P |
P |
P |
5. |
19.12.2024 |
P |
P |
P |
P |
P |
6. |
13.02.2025 |
P |
P |
P |
P |
P |
7. |
28.02.2025 |
P |
P |
P |
P |
P |
8. |
22.03.2025 |
P |
P |
P |
P |
P |
*P= Present
*A= Absent
? DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act, 2013,
with respect to Directors'
Responsibility Statement, it is hereby confirmed
? In the preparation of the annual accounts for the year ended 31st March,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
? The directors have ensured that all applicable accounting policies are
applied them consistently and directors have 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 as at 31st March, 2025 and of the profit and loss of the company for that period;
? The directors had taken and continue to take proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;
? The directors had prepared and continue to prepare the annual accounts
on a going concern basis;
? The directors had laid and continue to lay down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively; and
? The directors had devised and continue to devise proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
? STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors namely Aditya Sharma, Ravindra Pokharna and Satyawati
Parashar of the Company have given declarations as required under the provisions of
Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria
of independence as laid down under section 149(6) of the Companies Act, 2013 and
Regulation 25 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
? AUDIT COMMITTEE, ITS COMPOSITION AND MEETINGS
In compliance with the provisions of Section 177 of the Companies Act, 2013 read with
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Audit Committee of the Company is duly constituted and functions in accordance
with its terms of reference approved by the Board. The composition of the Audit Committee
remained unchanged during the year under review. During the financial year 2024-25, the
Audit Committee met six (6) times to review and discuss various financial and compliance
matters. The Board is satisfied with the functioning and recommendations made by the
Committee.
The Committee comprises the following members:
S. NO. |
NAME OF MEMBERS |
DESIGNATION |
1. |
Mr. Mansoor Ahmed (Executive Directors) |
Managing Director- Chairperson |
2. |
Mrs. Satyawati Parashar (Non- Executive Director) |
Women Independent Director- Member |
3. |
Mr. Ravindra Pokharna (Non- Executive Director) |
Independent Director - Member |
The dates of committee meetings and attendance of members of committee is stated below:
S.NO. |
DATE OF MEETING |
NAME OF MEMBERS |
MANSOOR AHMED |
RAVINDRA POKHARNA |
SATYAWATI PARASHSAR |
1. |
23.05.2024 |
P |
P |
P |
2. |
31.07.2024 |
P |
P |
P |
3. |
20.08.2024 |
P |
P |
P |
4. |
14.11.2024 |
P |
P |
P |
5. |
13.02.2025 |
P |
P |
P |
6. |
22.03.2025 |
P |
P |
P |
? NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is duly constituted in accordance with the
provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee is working under the
Chairmanship of Smt. Satyawati Parashar, a Non-Executive Independent Director with Shri
Ravindra Pokharna, a Non-Executive Independent Director, and Shri Aditya Sharma
Non-Executive Independent Director as co-members.
During the financial year 202425, the Committee met two times on 19.12.2024 &
28.02.205 to consider and recommend various matters falling within its scope, including
matters relating to appointment, reappointment, and remuneration of Directors and Key
Managerial Personnel.
The Committee has been formed to review and recommend the appointment and remuneration
of Directors and other Key Managerial Personnel of the Company.
? STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is constituted in compliance with the
provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee continues to monitor stakeholder relationship issues, including
complaints related to transfer of shares, non-receipt of annual reports, and other matters
as prescribed under the applicable laws.
During the financial year 202425, no meeting of the Stakeholders Relationship
Committee was held, as there were no investor grievances or matters requiring the
Committee's attention.
The composition of the Committee remained unchanged during the year under review.
S. NO. |
NAME OF MEMBERS |
DESIGNATION |
1. |
Mrs. Satyawati Parashar (a Non- Executive Director) |
Women Independent Director - Chairperson |
2. |
Mr. Mansoor Ahmed (an Executive Director) |
Managing Director- Member |
3. |
Mr. Ravindra Pokharna (a Non- Executive Director) |
Independent Director - Member |
? AUDITORS
? STATUTORY AUDITORS
M/s Batra Deepak & Associates, Chartered Accountants (Firm Registration No.
005408C), were appointed as the Statutory Auditor of the Company for conducting statutory
audit of the Company in the 29th Annual General Meeting for a term 5 years from the
conclusion of that AGM till the conclusion of 34th Annual General Meeting of the Company
to be held for the Financial Year 2028-29, at a remuneration to be decided by the Board of
Directors in consultation with the auditors.
? SECRETARIAL AUDIT
In terms of provisions of Section 204 of the Companies Act, 2013 Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of
Directors had appointed M/s G Soni & Associates, a Practicing Company Secretary
firm for conducting secretarial audit of the Company for the financial year under review.
? MAINTENANCE OF COST RECORDS OR AUDIT
Your company is neither required to appoint Cost Auditors in terms to the provisions of
Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) nor
required to maintain cost records during the year under review.
? INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s Sunny Rawlani
& Associates, Chartered Accountants (FRN: 153649W), a proprietorship firm, were
appointed as the Internal Auditors of the Company for the financial year under review.
However, vide their letter dated 18th December 2024, they expressed their inability to
continue and stepped down from the said position due to medical reasons, with effect from
the same date.
In view of the above, the Board of Directors, at its meeting held on 22nd March 2025,
approved the appointment of M/s Bharti Parimal Jain & Co., Chartered Accountants (FRN:
015366C), as the Internal Auditors of the Company for the financial year 202425, to
fill the casual vacancy arising out of the resignation of M/s Sunny Rawlani &
Associates.
? STATUTORY AUDITOR
The observations, if any, made by the Statutory Auditors in their Auditors Report
together with the notes to accounts, as append thereto are self-explanatory and hence does
not call for any further explanation. Further the Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer:
? SECRETARIAL AUDITOR
The Secretarial Auditor Report received from the Secretarial Auditor of the Company for
the Financial Year 2024-25 is annexed herewith as ANNEXURE-1. The report does not
contain any qualification, reservation or adverse remark.
? FRAUDS REPORTED BY THE AUDITORS:
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any
instances of the fraud committed by the Company, its officers and employees, the details
of which would need to be mentioned in the Directors' Report.
? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of investments made and loans given by the Company as covered under the
provisions of Section 186 of the Companies Act, 2013 are given in Financial Statements.
Kindly refer the following Note No. 4. Further your Company has not extended corporate
guarantee on behalf of any other Company.
? TRANSFER TO GENERAL RESERVES
Your Company has not transferred any amount to the General Reserves
Account during the Financial Year 2024- 2025.
There are no such materials changes and commitments affecting the
financial position of the Company occurred between the 01st April, 2025 and date of this
report.
The Company is not a manufacturing Company and as such no provisions of Conservation of
Energy Conservation and Technology Absorption under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 are attracted.
As the Company has not carried out any activities relating to the export and import
during the financial year. There is no foreign exchange expenses and foreign income during
the financial year.
18. ANNUAL EVALUATION OF BOARD
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and
Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, individual Directors, Chief Financial Officer, Company Secretary as well as
the evaluation of the working of its Board Committees.
During the year, all the transactions into with related party were on Arm's length
basis and in the ordinary course of business and further the Company had not entered into
any contract / arrangement / transaction with related parties which could be considered
material or which are required to be reported in Form No. AOC-2 in terms of Section 134(3)
(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014.
There is no change in the nature of business of the Company.
The Company continues to be listed on Bombay Stock Exchange (BSE). All the dues whether
it is related to Stock Exchange, Depositories and Registrar & Transfer Agent stands
paid. The company is duly complying with all the requirements laid under SEBI (LODR)
regulations, 2015. The ISIN of the Equity shares of company is INE487B01019.
Your Board is duly constituted with combination of executive and non-executive
directors. Your Directors declare that no directors on the Board are disqualified from
being appointed as Director of the Company under Section 164 of the Companies Act, 2013
and also, they have duly disclosed their interest in terms of Section 184 of the Companies
Act, 2013.
During the year, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than the sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Company.
During the year under review there were no changes made in the composition of Board of
Directors:
Following are the details regarding Key Managerial Personnel of the
Company as on 31st March, 2025 and changes therein:
? MANAGING DIRECTOR:
Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 17(6) and other applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors states that:
Mr. Mansoor Ahmed (DIN: 01398796) continues to serve as the Managing Director (MD) and
Key Managerial Personnel (KMP) of the Company.
His appointment and remuneration were duly approved by the shareholders
and are in compliance with:
? Sections 196, 197, 198 and 203 of the Companies Act, 2013.
? Schedule V of the Companies Act, 2013 (as amended).
? Applicable provisions of the SEBI (LODR) Regulations, 2015 including
Regulation 17(6)(e) relating to executive director remuneration.
Remuneration and Terms:
Mr. Ahmed's remuneration continues as per the terms approved by the
shareholders at the Annual General Meeting, held at 27.09.2023 and no revision is proposed
during the year under review.
Declaration:
Mr. Ahmed has confirmed that he is not disqualified from continuing as a
director under Section 164(2) of the Companies Act, 2013. The necessary filings under the
Companies Act and SEBI (LODR) have been duly made.
The Board places on record its appreciation for Mr. Mansoor Ahmed's
continued leadership and valuable contributions toward the growth and governance of the
Company.
? COMPANY SECRETARY:
During the year under review, there were changes in the position of the
Company Secretary:
CS Shivangi Agrawal, who was serving as the Company Secretary of the
Company, resigned from her position with effect from 31st July, 2024, due to personal
reasons.
Subsequently, CS Shrishti Paliwal was appointed as the Company Secretary
on 20th December, 2024, and she tendered her resignation on 28th February, 2025, also
citing personal reasons.
Thereafter, CS Komal Goyal was appointed as the Company Secretary with
effect from 28th February, 2025, and is continuing in the said role as on the date of this
report.
The Board places on record its appreciation for the contributions made by
CS Shivangi Agrawal and CS Shrishti Paliwal during their respective tenures.
? CHIEF FINANCIAL OFFICER
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Chandra
Bhushan was appointed as the Chief Financial Officer of the Company w.e.f 1st June, 2015
in its meeting held on 30th May, 2015 and he continues to hold the position.
AND NOW THE COMPOSITION OF BOARD OF DIRECTORS AS ON 31st MARCH 2025:
S. No. |
NAME OF DIRECTORS |
DESIGNATION |
1. |
Mr. Mansoor Ahmed |
Managing Director |
2. |
Mr. Hifzul Rahim |
Director |
3. |
Mrs. Satyawati Parashar |
Women Independent Director |
4. |
Mr. Aditya Sharma |
Independent Director |
5. |
Mr. Ravindra Pokharna |
Independent Director |
The composition of the Board is in conformity with provisions of Section
149 of the Companies Act, 2013 and also in line with Regulation 17 of SEBI (LODR)
Regulation, 2015 to promote good governance.
Further All Directors have informed about their Directorships, Committee
Memberships/ Chairmanships including any changes in their positions.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) (c)of the Companies Act, 2013 and
the Company's Articles of Association, Mr. Hifzul Rahim, Director of the Company shall
retire by rotation at the ensuing Annual General Meeting and being eligible offers
themselves for reappointment.
The Company does not have any Subsidiary, Joint venture or Associate
Company. The Company is also not a subsidiary of any other company. Therefore, no
reporting is required to be made for the said clause.
The Company did not accept any deposit within the meaning of Section 73 of
the Companies Act, 2013 and the Rules made there under. Further, there are no small
depositors in the company.
There are no such orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
The Company is not running any industry; it's into service sector and
engaged in business of consultancy and management. The Management of the Company is
cordial with each other.
The Company has in place adequate internal & financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operations were observed.
The Company has adequate Internal Control System, commensurate with its size, scale and
operations. The scope and authority of Internal Audit functions have been defined in the
Internal Audit scope of work to maintain its objectivity and independence, the Internal
Audit functions reports to the Chairman of the Audit Committee of the Board.
The Internal Audit department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating system, accounting
procedures and policies of the Company. Significant Audit observations and corrective
actions thereon are presented to the Audit Committee of the Board. The Internal Audit
Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies of
the Company. During the year no reportable material weakness in the design or operation
was observed.
Your directors are committed to create and ensure an enabling, dignified and equitable
work environment for every employee. The company during the year under review had less
than 10 employees and thus the requirement of constitution of internal complaints
committee under the provisions of Workplace (Prevention, Prohibition and Redressal) Act,
2013 is not applicable.
The Board of Directors have established Whistle Blower Policy' and Code of
Conduct' for the Directors & Employees of the Company as required under the provisions
of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of
Board and its powers) Rules, 2014. The said Policy has been properly communicated to all
the directors and employees of the Company and the new employees shall be informed about
the Vigil Policy at the time of their joining.
Corporate governance is the system of rules, practices, and processes by which an
organization is directed and controlled. It essentially involves balancing the interests
of a company's stakeholders such as shareholders, senior management executives, customers,
suppliers, financiers, the government, and the community. Your Company always tries to
provide accurate and correct information to all the sections related to the Company and
safeguarding the interest of all the stakeholders.
Company being listed on Bombay Stock Exchange and has duly entered into the Listing
Agreement with the Stock exchange and had been complying with all the applicable
requirements of SEBI (Listing Obligation & Disclosure Requirements), 2015 from time to
time.
However, Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation
46 and para-C, D and E of Schedule V of the SEBI (LODR), Regulations, 2015 are not
applicable on your company as it is not having paid up capital exceeding rupees ten crore
and net worth exceeding rupees twenty-five crore. Therefore, it is not required to provide
a separate report on Corporate Governance.
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, a separate management discussion and analysis report which
forms an integral part of this Report is given as ANNEXURE 02.
Discharging Corporate Social Responsibility (CSR) is now statutorily recognized in
India under Section 135 of Companies Act, 2013. Your Company is not covered under Section
135(2) of the Companies Act, 2013. Hence, no policy or disclosures are required to be made
under the said section or applicable rules.
There are no applications made during the financial year 2024-25 by or
against the company and there are no proceedings pending under the Insolvency and
Bankruptcy Code 2016.
Your company has not made any one-time settlement with any of its lenders.
Therefore, it is not applicable.
The details of the policies approved and adopted by the Board as required
under the Companies Act, 2013 and SEBI Regulations are provided in the website of the
company www.naturahuechem.com/policies.html
The Company has duly complied with the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors' and
General Meetings' respectively.
As per Section 197(12), read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The Statement showing the names and other
particulars of the employees of the Company as required under Rule 5 (2 & 3) of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not required to be furnished since there are no permanent
employees in the Company. Further none of the director or employee has received
remuneration in excess of the remuneration mentioned in the above-mentioned Rule 5 (2)
during the Financial Year 2024-25.
? RISK MANAGEMENT POLICY
Risk Management is a very important part of business as it is an inherent part of any
business unless and until a Company takes a risk can't achieve success. Higher the risk
maximum then returns. Therefore, your directors keep a close watch on the risk prone areas
and take actions from time to time. The policy of the Company is to comply with statutory
requirements and try to overcome the risk of penalties and prosecutions.
The Company does not have any insurable assets. However, the policy of the Company is
to keep insured all insurable assets to keep them adequately insured against risks and
uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc.
? PREVENTION OF INSIDER TRADING
The Board of Directors of the Company has duly adopted Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Code for Regulating, Monitoring and Reporting of trading by insiders of the
Company, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and
Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations,
2018 and its notification dated December 31, 2018. The above codes came into effect from
01st April, 2019.
The aforesaid codes have been adopted with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires 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.
The Company Secretary & Compliance Officer is responsible for implementation of the
Code. All Board of Directors and the designated employees have confirmed compliance with
the Code.
? COMPANY'S WEBSITE
Your Company has its fully functional website www.naturahuechem.com which has
been designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes. All the mandatory information and disclosures as per the requirements of the
Companies Act, 2013, rules made thereunder and applicable provisions of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
? DETAILED REPORTING ON SEXUAL HARASSMENT COMPLAINTS:
In terms of the provisions of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, read with Rule 8(5)(x) of the Companies
(Accounts) Rules, 2014, and as amended by the Companies (Accounts) Second Amendment Rules,
2022, the following is the detailed report:
S.NO. |
Particulars |
Number of Complaints |
1. |
The number of sexual harassment complaints received during the year. |
0 |
2. |
The number of such complaints disposed of during the year. |
0 |
3. |
The number of cases pending for a period exceeding ninety days. |
0 |
? STATEMENT ON MATERNITY BENEFIT COMPLIANCE:
The provisions of the Maternity Benefit Act, 1961 are presently not applicable to the
Company, as the nature and size of operations do not fall within the scope of the Act and
the Company currently employs fewer than ten employees in the company. However, the
Company is committed to promoting a safe, inclusive, and supportive work environment for
all its employees.
? ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation for contributions
made by employees of the company and cooperation extended by the bankers and all persons
who have directly and indirectly contributed to the success of the company.
Your directors also acknowledge the trust and confidence you have reposed in the
company.
BY AND ON BEHALF OF THE BOARD FOR NATURA HUE CHEM LIMITED
|
Sd/- |
Sd/- |
(Mansoor Ahmed) Managing Director |
(Hifzul Rahim) Director |
DIN:01398796 |
DIN:08491854 |
Dated: 28.08.2025 Place: Raipur (C. G.) |
|
|
ANNEXURE-1
To,
The Members,
M/S NATURA HUE-CHEM LIMITED
Regd. Off.: 408, Wallfort Ozone,
Fafadih Chowk, Raipur, Chhattisgarh 492001 (CIN: L24117CT1995PLC009845)
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by M/s Natura Hue-Chem Limited,
(hereinafter called "the Company"). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and
returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, We hereby report that in our opinion, the company has,
during the audit period covering the financial year ended on 31st March, 2025 ("Audit
Period") complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records-maintained M/s Natura Hue-Chem Limited for the financial year ended on 31st
March, 2025 according to the provisions of:
? The Companies Act, 1956 as well as 2013 and the Rules made there under;
? The Securities Contracts (Regulation) Act, 1956 (SCRA') and the
rules made there under;
? The Depositories Act, 1996 and the Regulations and Bye-laws framed there
under;
? The following Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (SEBI Act'): -
? The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, as amended from time to time;
? The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, as amended from time to time;
? The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
We have also examined compliance with the applicable provisions of the
following:
? Secretarial Standards issued by The Institute of Company Secretaries of
India.
? The Listing Agreements entered into by the Company with Bombay Stock
Exchange.
? Securities and Exchange Board of India (Listing Obligation and
Disclosure requirements) Regulations, 2015 and amendments thereto;
? The Apprentices Act, 1961
? The Income Tax Act, 1961
? The Negotiable Instruments Act, 1881 No such instance found.
? The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, Company has constituted a designated committee for any cases. No
such cases were being reported to the committee.
During the period under review, the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted with
proper combination of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
Adequate notice has been given to all directors to schedule the Board Meetings, agenda
and detailed notes on agenda were sent at least seven days in advance, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out in proper manner
as recorded in the minutes of the meeting of the Board of Director or Committee of the
Board, as the case may be.
We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
We have relied on the representation made by the Company and its officers for systems
and mechanism framed by the Company for compliances under other Acts, Laws and Regulations
applicable to the Company.
None of the Board of Directors of the Company are have been debarred or disqualified
from being appointed or continuing as Directors of Companies by the Board/ Ministry of
Corporate Affairs or any such Statutory Authority for the time being.
We further report that during the audit report there were no specific events/actions
having a major bearing on the affairs of the Company.
For, G SONI & ASSOCIATES
(Company Secretaries)
Place: Raipur, Chhattisgarh Dated: May 20th 2025
UDIN: F012019G000387086
Ghanshyam Soni (Proprietor)
M. No. FCS 12019
C. P. No. 17876
Note: This report is to be read with our letter of even date which is
annexed as Annexure 1 and forms an integral part of this report.
To,
The Members,
M/s Natura Hue-Chem Limited
Regd. Off.: 408, Wallfort Ozone,
Fafadih Chowk, Raipur, Chhattisgarh 492001 (CIN: L24117CT1995PLC009845)
Our report of even date is to be read along with this letter.
? Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
? We have followed the audit practices and processes as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
? We have not verified the correctness and appropriateness of financial
records and Books of Accounts of the company.
? Wherever required, we have obtained the Management representation about
the compliance of laws, rules and regulations and happening of events etc.
? The compliance of the provisions of Corporate and other applicable laws,
rules, regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedures on test basis.
? The Secretarial Audit report is neither an assurance as to the future
viability of the company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the company.
For, G SONI & ASSOCIATES
(Company Secretaries)
Ghanshyam Soni (Proprietor)
Place: Raipur, Chhattisgarh M. No. FCS 12019
Dated: May 20th, 2025 C. P. No. 17876