BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS To, The Members Natraj Proteins Ltd. 1. The Directors take pleasure in presenting the 24th Annual Report together with the audited financial statements for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this report. 2. HIGHLIGHTS OF PERFORMANCE • Total revenue for the year was Rs. 30,218.15 Lakhs as compared to Rs.36,409.63 Lakhs, declined by17.00%; • Net sales for the year were Rs. 30,126.29 Lakhs as compared to Rs.36,322.29 Lakhs in the previous year, declined by 17.06%; • Profit before tax for the year was Rs. 169.35 Lakhs as compared to Rs. 1,218.85 Lakhs in the previous year, declined by 86.10%; • Profit after tax for the year was Rs.151.81 Lakhs (including earlier tax of Rs.31.71 Lakhs) as compared to Rs.810.98 Lakhs in 2014 (including previous year tax of Rs 17.66 Lakhs) in the previous year, declined by 79.12%. 3. DIVIDEND Due to requirement of the long term financial resources and to avoid heavy interest burden your directors proposes to preserve the profits for the growth of the company do not recommend any divided for the year 2014-15 (previous year 2013-14 Rs. Nil) 4. SHARE CAPITAL The paid up Equity Share Capital as on 31st March, 2015 was Rs. 374.70 Lakhs divided into 37.47 Lakhs equity shares of Rs. 10/- each. (The Company has earlier forfeited 7,93,000 partly paid up equity shares and Rs.47,76,700 which were not re-issued by the Company till 31st March, 2015). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of the Company hold shares or convertible instruments of the Company. 4.1 Transfer to reserves During the year, your company has transferred Rs 20.92 Lakh to the Corporate Social Responsibility reserves (Previous year Nil). Of this the company spent Rs 0.64 Lakh during the year towards CSR activities. 5. FINANCE Cash and cash equivalent as at 31st March, 2015 was Rs. 1,989.11 Lakhs. 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. 5.1 Deposits The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2015. Further that the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under. 5.2 Particulars of loans, guarantees or investments The Company has not provided any loans and guarantees and not made any investments pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest were charged. 6. ECONOMIC SCENARIO AND OUTLOOK Keeping business sentiments in view and a flattish growth in the overall economy in the coming years we expect some pressure on utilisation of productive capacities. We hope that the advancing of monsoon in July 2015 and higher acerage of sowing in the soya seed growing areas will help the crop and lead to higher crop production in the current year. We believe that higher crop output and international price pressure will keep raw material price and realizations in check. However, we are hopeful of improved performance in the current year based on increased crop expected. 7. INDUSTRY OUTLOOK AND OPPORTUNITIES There is ever increasing potential in the edible oil business and growing consumption across the population. The company is positive in its outlook for demand for its products viz. refined edible oil and De-oiled cakes (DOC). The company perceives international price pressure as a major threat. Import of palm oil has a major impact on Soy oil prices. Local demand for DOC is on the rise and will result in better realization. The export market though may be impacted due to cheaper supplies from China and South America. 8. MARKET DEVELOPMENT 8.1 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 value added products 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. 8.2 Selling Price - The company is in the business of Extraction of Soya Solvent and in this industry price is determined by the market influences. 9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES In view of the profits and turnover of the company, the Company is required to undertake social responsibility projects during the year 2014-15 under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Health and Water. These projects are largely in accordance with Schedule VII of the Companies Act, 2013. During the year 2014-15, the Company's community development providing quality education initiatives in the plants' neighborhood schools benefited. The Annual Report on CSR activities is annexed herewith as "Annexure A". 10. OCCUPATIONAL HEALTH & SAFETY (OH&S) This initiative involved and positively engaged all levels of personnel on the plant and the Company's business. With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labour such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'. 11. HUMAN RESOURCES Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. 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 and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus: • Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate. • 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. • Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue. 11.1 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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 up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the year under review. 12. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY The Company is engaged in the business of extraction of soya oil and DoC from Soya seeds, etc and is associated with the normal business risk as well as the imbalance of demand- supply of products in the Domestic and International Market, instability or poor monsoon, excess rainfalls in Central India and non-availability of proper soya seeds as per the required quality is affecting the profitability of the Company. Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rate may adversely affect the profitability of the Company subject to various process and clearance, payment of compensations, etc as may be decided by the concerning state government. In addition to that the weak international market signals are deterrent to long term strategy, hence your company is treading safely and does not want to engage in the long term risks. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. 13. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and annexed to the Board Report as "Annexure B" and also posted on the website of the Company. (Link -<http://www.natrajproteins.com/corporate-governance.html> ) 14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY The Company does not have any subsidiary, associate or joint venture during the year 2014-15 as well as at the beginning or closing of the financial year or at any moment therefore the financial statements is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. 15. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS & BOARD MEETINGS 15.1 Independent Directors At the Annual General Meeting (AGM) of the Company held on September 20th Sept., 2014, the Members of the Company had re-appointed the existing independent directors Shri Giriraj Gupta (DIN 00012999), Shri Umesh Narayan Trivedi (DIN 00018188) and Shri Pradeep Agrawal (DIN 05279673) as Independent Directors for compliances under the Companies Act, 2013 and Listing Agreement for a consecutive period of 5 years with effect from 1st April 2014. All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 15.2 Additional Directors under the category of Women and Independent Directors Shri Rajender Singh Tomar, (DIN 07102758) was appointed by the Board as an additional director under the category of Independent Director and Mrs. Namita Sharma (DIN 02486865) was appointed as an Additional Director under the category of Women Director, with effect from 27th Feb., 2015 at the Board meeting held on 13th Feb., 2015 to hold office till the date of the ensuing annual general meeting on the recommendation of the Nomination & Remuneration Committee. 15.3 Directors seeking re-appointment at the ensuing annual general meeting The Company has received a notice in writing from member pursuant to the provisions of section 160 of the Companies Act, 2013 along with the deposits of Rs. 1,00,000 for appointment of Shri Rajendra Singh Tomar and Mrs. Namita Sharma as directors at the ensuing annual general meeting. Your directors recommend to pass necessary resolutions as set out in the notice of the annual general meeting. In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Shri Sharad Kumar Jain (DIN 02757935) retires by rotation and is eligible offer himself for re-appointment. 15.4 Key Managerial Personnel The Company has appointed CS Nikita Attri as the Company Secretary and Shri Ritesh Sharma as the Chief Financial Officer of the Company, w.e.f. 1st April, 2014 and designated them as the Key managerial Personal. The Company was already having appointed Shri Kailash Chand Sharma, as the Chairman & Managing Director and Shri Jagdish Prasad Agrawal and Shri Sharad Kumar Jain as the Whole-time director of the Company. Tenure of Shri K.C.Sharma as Managing Director and Shri J.P.Agrawal as Whole-time Director will be over on 31st July 2016. The Nomination & Remuneration Committee and the Board has approved for their re-appointment in the ensuing General Meeting for the further period of 3 years w.e.f. 01st August, 2016 on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting. Your directors recommend to pass suitable resolution as set out in the notice of the annual general meeting. 15.5 Number of meetings of the Board The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Itarsi, at the Registered Office of the Company. 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 7 (Seven) times in financial year 2014-15 viz., on 30th May, 2014; 17th June, 2014; 13th August, 2014; 20th Sept., 2014; 14th Nov., 2014; 9th January, 2015 and 13th Feb., 2015. The maximum interval between any two meetings did not exceed 120 days. 15.6 Board independence Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- 1. Shri Giriraj Gupta 2. Shri Umesh Narayan Trivedi 3. Shri Pradeep Agrawal 4. Shri Rajender Singh Tomar Independent Director Independent Director Independent Director Independent Director (w.e.f. 27.02.2015) 15.7 Company's policy on Directors' appointment and remuneration The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed with the Report as "Annexure C" uploaded on companies website (Link - <http://www.natrajproteins.com> /investor.html) 15.8 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 will not participate in the discussion of his/her evaluation. 16. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, 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 Note 26 A & B of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 17. COMMITTEES OFTHE BOARD During the year, in accordance with the Companies Act, 2013, and for other compliance the Board has the following five Committees as follows: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders' Relationship Committee (d) Risk management Committee (e) Corporate Social Responsibility Committee (f) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace. Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 18. RELATED PARTYTRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website (Link -<http://www.natrajproteins.com/investor.html>). A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being enclosed in Form AOC-2 as Annexure D with the Board's Report. 19. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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. 20. AUDITORS 20.1 Statutory Auditors Appointment The Company's Auditors, M/s Bhutoria Ganesan & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 20th Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board 20.2 Cost Auditors Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Yogesh Chourasia & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs.67,500/- (plus Service Tax). As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s Yogesh Chourasia & Associates, Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting. The Company has already filed the Cost Audit Report for the year 2013-14 to the Central Government on 29th Sept., 2014, which was self explanatory and needs no comments. 20.3 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 D.K.Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the Form MR-3 is annexed herewith as "Annexure E". 20.4. Disclosure for frauds against the Company In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2014-15. 21. ENHANCING SHAREHOLDERS VALUE Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. 22. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report as Annexure- F and the Corporate Governance Report is attached as Annexure G. 22.1. MD & CFO certification Certificate from Shri Kailash Chand Sharma, Managing Director and Mr. Ritesh Sharma, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 13th August, 2015. A copy of the certificate on the financial statements for the financial year ended March, 31, 2015 is annexed along with this Report as Annexure H. 20.2 Code of Conduct The Company has formulated the code of conduct for the Board members and senior executives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992 A certificate to that effect for the proper compliances given by the Managing Director is annexed 19. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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. 20. AUDITORS 20.1 Statutory Auditors Appointment The Company's Auditors, M/s Bhutoria Ganesan & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 20th Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board 20.2 Cost Auditors Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Yogesh Chourasia & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs.67,500/- (plus Service Tax). As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s Yogesh Chourasia & Associates, Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting. The Company has already filed the Cost Audit Report for the year 2013-14 to the Central Government on 29th Sept., 2014, which was self explanatory and needs no comments. 20.3 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 D.K.Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the Form MR-3 is annexed herewith as "Annexure E". 20.4. Disclosure for frauds against the Company In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2014-15. 21. ENHANCING SHAREHOLDERSVALUE Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. 22. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report as Annexure- F and the Corporate Governance Report is attached as Annexure G. 22.1. MD & CFO certification Certificate from Shri Kailash Chand Sharma, Managing Director and Mr. Ritesh Sharma, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 13th August, 2015. A copy of the certificate on the financial statements for the financial year ended March, 31, 2015 is annexed along with this Report as Annexure H. 20.2 Code of Conduct The Company has formulated the code of conduct for the Board members and senior executives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992 A certificate to that effect for the proper compliances given by the Managing Director is annexedas the Annexure I with this Report. 23. CONSOLIDATED FINANCIAL STATEMENTS Since the company is not having any subsidiary, associates or joint venture, therefore, the requirement for Consolidated Financial Statements in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 not applicable to the Company. 24. 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 J". 25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY The company has sold the windmill segment of the company situated at Tamil Nadu at a total consideration of Rs. 2.40 Crores in the month of April, 2015 for which your company has given intimation to the BSE. Except this, there is no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 26. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure K". 27. RATIO OF THE REMUNERATION OF EACH DIRECTORTOTHE MEDIAN EMPLOYEE'S REMUNERATION. 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 the detail is given in the Annexure L. 27.1 Particulars of remuneration of employees During the year, none of the employees received remuneration in excess of Rs. 5 Lakhs per month or Rs. 60 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no informationavailable to disclose in terms of the provisions of the Companies Act, 2013. 28. EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:- 28.1 By the Statuary Auditor There is no qualification, reservation or adverse remark or disclaimer in Statuary Audit report. 28.2 By the Secretarial Auditor There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:- "During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observations, That the Company has filed Form MGT-14 for appointment of CS and CFO delayed by 5 days; Form DIR-12 for appointment of CS and CFO delayed by 110 days; Form MR-1 for appointment of CFO and CS delayed by 80 days and Form MGT-10 (6 Forms) delayed by range from 27 to 97 days to the RoC after prescribed period with the adequate additional filing fees, this has reported as compliance by reference of payment of additional fees; On above stated para of Secretarial Audit Report, our explanation or comment as follows:- For filing DIR-12 and MGT-14 on MCA portal, PAN is mandatory requirement. The Company had appointed Company Secretary w.e.f. 1st April, 2014 was not having PAN due to this mandatory field in e-form we could not file the same on stipulated timeframe. It was possible only after getting PAN number. However the Compliance has been made with additional filing fee as reported by the Secretarial Auditors themselves. Further the Company was filing Form MGT-10 attach with the Form GNL-2 for change in the 2% or more shares of the Company in respect of promoters and top 10 shareholders of the Company. However, after availability of Form MGT-10 for e-filing, it was 2% of the respective promoters and top 10 shareholders holding and due to that uncertainty, the Company has filed form MGT-10 after some delay with the adequate filing fee. 29. INDUSTRIAL RELATIONS During the year under review your Company enjoyed cordial relationship with worker and employees at all levels. 30. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website (Link:- <http://www.natrajproteins.com/corporate->governance.html) The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. 31. 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. 32. ACKNOWLEDGEMENTS Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks 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. 33. CAUTIONARY STATEMENT Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations. For and on behalf of the Board Kailash Chand Sharma Chairman & Managing Director DIN 00012900 Place: Itarsi Date: 13th August, 2015 |