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Natura Hue Chem

BSE: 531834|ISIN: INE487B01019|SECTOR: Miscellaneous
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Directors Report Year End : Mar '14    Mar 13
Dear Members
 
 The Directors have pleasure in presenting the 19th Annual Report on
 the business and operation of the Company together with audited
 statement of accounts for the period ending 31st Mar''14.
 
 1.  FINANCIAL RESULTS:
 
   Particulars                      Financial year ended 31st March
 
                                            2014                2013
 
 Operating Income                    1,91,09,500                   -
 
 Other Income                                  -           27,97,824
 
        Total Receipts:              1,91,09,500           27,97,824
 
 Employee Benefit Expenses            4, 19, 000             79, 500
 
 Finance Cost                          20,99,463           17,23,973
 
 Other Expenses                     1, 75,45,968           11,25,920
 
 Total Expenses                      2,00,86,996           29,59,140
 
 Profit Before Tax:                   (9,77,496)          (1,61,316)
 
 Tax Expenses                                  -                   -
 
 Deferred Tax                              1,087                 899
 
     Profit for the period :          (9,78,583)          (1,62,215)
 
 Earning Per Share (in Rs.)                 0.23                0 04
 
 2.  APPROPRIATION:
 
 No amount is proposed to be transferred to Reserves. The Profit has
 been carried over to Balance Sheet under Surplus in statement of Profit
 & Loss.
 
 3.  DIVIDEND
 
 Due to inadequacy of profits, the Board of Directors regrets that no
 dividend is being recommended for the year under review.
 
 4.  PERFORMANCE REVIEW
 
 During the year the company started its operations. Directors are
 hopeful that this activity will expand in future.
 
 Your Directors feel that, barring any unforeseen circumstances, the
 prospects for the current year are much favorable as compared to the
 year under review. The Company is making all efforts cope up with the
 market situations and increase the operations.
 
 5.  No material changes and commitment occurred since the conclusion of
 the financial year.
 
 6.  PERSONNEL:
 
 Since there was no employee who was drawing more than Rs.60.00 Lacs per
 annum, if employed through out the year, or Rs.500000/- per month if
 employed for the part of the year, the required information under
 sub-section (2A) of section 217 of the companies Act, 1956 read with
 companies (particulars of the employees) rules 1974 as amended is not
 given.
 
 7.  CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
 
 The Company have not been engaged in manufacturing activities and as
 such the provisions of section 217 (i) (e) of the companies Act, 1956
 read with the companies (disclosure of particulars in report of Board
 of Directors) rules 1988, regarding conservation of energy are not
 applicable.
 
 R&D efforts were not made towards technology absorption and no foreign
 exchange outgo and inflow included during the year.
 
 8.  MANAGEMENT DISCUSSION AND ANALYSIS:
 
 A report on Management Discussion and Analysis (MDA), which is forming
 part of this Report, inter-alia, adequately deal with the operations as
 also current and future outlook of the Company.
 
 9.  DEPOSITS:
 
 Company has not accepted any deposits from public which is covered
 within the meaning of section 58-A & 58-AA of companies Act.
 
 10.  DIRECTORS
 
 Shri Rishi Dave & Smt. Satyawati Parashar Directors of the Company
 retire by rotation at the ensuing Annual General Meeting and being
 eligible offer themselves for re-appointment.  Your directors recommend
 his appointment.
 
 Directors declared that no directors are disqualified from being
 appointed as Director of the Company under Section 184 of The Companies
 Act, 2013.
 
 Independent Director: Pursuant to Section 149 of the Companies Act,
 2013 read with the Rules made thereunder, the Independent Directors
 shall hold office for a period of up to 5 consecutive years and shall
 not be liable to retire by rotation. They may be appointed for a
 maximum of two consecutive terms of up to 5 years each. In terms of
 revised clause 49 of the listing agreement which will be applicable
 from 01st October, 2014, in case the Independent Director has already
 served for 5 or more years, he can be appointed for only one term of 5
 years. As per new Act, the Nominee Director is not considered to be an
 Independent Director.  Presently, Mr. Ravi Kamra & Mr. Rishi Dave, Shri
 Mansoor Ahmed and Shri Satyawati Parashar are the Independent Directors
 of the Company. As per their existing terms of appointment, all of them
 are liable to retire by rotation. However, under the Companies Act,
 2013 and Clause 49 of listing agreement, they may be appointed afresh
 with a fixed period of up to 5 years.
 
 The Board considered the independence of each of the above mentioned
 Directors in terms of Section 149 and Schedule IV to the Companies Act,
 2013 and Clause 49 of the listing agreement and was of the view that
 the proposed directors fulfill the criteria of independence as
 mentioned in the above provisions and can be appointed as Independent
 Directors. All the proposed directors possess requisite qualifications,
 appropriate skills, experience and knowledge in one or more fields of
 finance, law management, marketing, administration, technical
 operations and other disciplines related to Company''s business. Keeping
 in view, the educational / professional qualifications, working
 experience, expertise in line with Company''s business, positive
 attributes, already being on the Board of the Company and benefits that
 the Company will derive with their appointment, the Board has
 recommended their appointment as Independent Directors of the Company
 at the ensuing Annual General Meeting.
 
 11.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement Under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed:-
 
 i.  That in the preparation of the account for the financial year ended
 on 31st March'' 2014, the applicable accounting standards have been
 followed and there were no material departures.
 
 ii.  That the Directors have selected such accounting policies and
 applied them consistently and made judgment and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company at the end of the financial year and of the
 profit or loss of the company for the year under review;
 
 iii. That the Directors have taken proper a sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the companies Act, 1956 for safeguarding the assets of
 the company and for preventing and detecting fraud and other
 irregularities;
 
 iv.  That the Directors have prepared the accounts for the financial
 year ended 31st March'' 2014 on a going concern basis.
 
 12.  AUDITORS
 
 M/s Madhuresh Gupta & Co., Chartered Accountants, who are the Statutory
 Auditors of the Company will retire at the conclusion of the
 forthcoming Annual General Meeting and are eligible for re-appointment,
 subject to the approval of shareholders. The Company has received
 letter from them to the effect that their reappointment, if made, would
 be within the prescribed limits of section 139 (2) of the Companies
 Act, 2013 and that they are not disqualified for reappointment within
 the meaning of Section 141 of the said Act.
 
 Directors recommend their reappointment on a remuneration to be decided
 by the Board and the Auditor mutually for the ensuing Financial Year
 i.e. 2014-15.
 
 13.  AUDITORS OBSERVATION:
 
 Remarks made by the auditors in their report on the accounts stand
 explained in the notes to accounts which are self-explanatory.
 
 14.  VIGIL MECHANISM:
 
 As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49
 of the Listing agreements with the Stock Exchanges has to establish a
 Vigil Mechanism for Directors and employees to report genuine concerns.
 
 15.  ACKNOWLEDGEMENT
 
 The 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.
 
 The directors also acknowledge the trust and confidence you have
 reposed in the company.
 
 DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
 PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:
 
 This is to confirm that the Company has adopted Code of Conduct for its
 employees including the Managing Director. In addition, the Company has
 adopted a Code of Conduct for its Non-Executive Directors. I confirm
 that the Company has in respect of the financial year ended March 31,
 2014, received from the senior management team of the Company and the
 Members of the Board a declaration of compliance with the Code of
 Conduct as applicable to them.
 
                                       BY AND ON BEHALF OF THE BOARD.
 
                                    (Ravi Kamra)     (Ravindra Pokharna)
                                        Director                Director
                                    DIN 00745058            DIN 01121333
 
 DATED: 01.09.2014
 PLACE: RAIPUR (C.G.)
Source : Dion Global Solutions Limited
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