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Directors Report of Natura Hue Chem Ltd.

Mar 31, 2014

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.)


Mar 31, 2013

The Directors present their 18th Annual Report together with the Audited Accounts for the year ended 31st Mar''13.

1. FINANCIAL RESULTS (Rs.in lacs)

31-03-2013 31-03-2012

REVENUE FROM OPERATIONS AND OTHER 27.97 41.90

PROF1TBEFORE DEPERICIATION, AMORTISATION" 1.91 6.59

EXPENSE & TAX

LESS: DEPRECIATION & AMORTISATION EXPENSE 0.30 4.49

PROFIT AFTER DEPRICIATION BEFORE TAX 1.61 2.10

TAX (1.01) 0.65

PROFIT AFTER TAX C/O TO BALANCE SHEET 1.62 1.45

2. dividend

In view of insufficient profit, your directors do not recommended any dividend for the year ended 31 st March 2013.

3. OPERATIONS

During the year also the company could not continue its operating activities due to lack of market.

4 PROSPECTS FOR CURRENT YEAR .

Directors are hopeful that the Company will draw up its alternative business plans and hope so get favorable results from next year.

5. DIRECTORS

a. In accordance with the provision of the Companies Act, 1956, and the Company''s Articles of Association, Shri Ravi Kamra & Shn L. N. Kachavat retires by rotation and are eligible for re-appointment/

b. Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

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 Mar''13, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied the in company at the end of the financial year and of the profit or loss of company for the year under review;

iii. That the Directors have taken proper an sufficient care for the maintenance records in accordance with the provisions of die 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 Mar'' 13 on a going concern basis.

The following accounting standards were not applicable to the company during the year under review due to non occurrence of events and transactions covered under the scope of these accounting standards.-

AS-14 Accounting for amalgamation.

AS-17 Segment Reporting.

AS-21 consolidated financial statements.

AS-23 Accounting for construction contract.

AS-11 Accounting for the effects of changes in Foreign Exchange Rates.

AS-12 Accounting for Government Grants.

AS-19 Leases Agreement.

AS-2 Valuation of Inventories.

AS-24 Discontinuing Operation.

AS-27 Financial Reporting of Interest in Joint Ventures

AS-28 Impairment of Assets

7. CORPORATE GOVERNANCE

As a listed company on Mumbai, Indore, Ahmedabad & Jaipur Stock Exchanges, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement

8. AUDITORS

Directors recommended appointment of M/s Madhuresh Gupta & Co., Chartered Accountants Raipur who hold office as auditors of the company up to the conclusion of at the ensuing Annual General Meeting and are eligible re- appointment.

9. PERSONNEL There was no employee who was drawing salary more than the limit prescribed under sub-section (2A) of section 217 of the Companies Act, 1956 read with Companies (Particulars of the Employees) rules 1975.

10. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is not engaged in any activity the requirements 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 technology absorption and foreign exchange earnings and outgo, are not applicable.

11 acknowledgement

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board

PLACE: RAIPUR director director

DATED: 30/08/2013


Mar 31, 2012

The Directors present their 17th Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lacs)

YEAR ENDED 31-03-2012 31-03-2011

SALES / OTHER INCOME 41.90 725.4

PROFIT / (LOSS) BEFORE INTT. & DEP. 34.73 103.52

INTEREST 32.23 48.43

DEPRECIATION 0.39 0.52

TAXES 0.66 16.85

NET PROFIT / (LOSS) 1.45 37.72

DIVIDEND

In view of insufficient profit, your directors do not recommended dividend for the year ended 31st March 2012.

OPERATIONS

During the year the company continued its operations. Directors are hopeful that this activity will expand in future.

DIRECTORS

a. In accordance with the provision of the Companies Act, 1956, and the Company''s Articles of Association, Shri Ravi Pokharma & Shri Laxmi Narayan retires by rotation and are eligible for re-appointment.

b. Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

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'' 2012, 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 an 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'' 2012 on a going concern basis.

The following accounting standards were not applicable to the company during the year under review due to non occurrence of events and transactions covered under the scope of these accounting standards:-

AS-14 Accounting for amalgamation.

AS-17 Segment Reporting.

AS-21 Consolidated Financial Statements.

AS-23 Accounting for investments in associates in consolidated financial statements.

AS-7 Accounting for construction contract.

AS-11 Accounting for the effects of changes in Foreign Exchange Rates.

AS-12 Accounting for Government Grants.

AS-19 Leases Agreement.

CORPORATE GOVERNANCE

As a listed company on Mumbai, Indore, Ahmadabad & Jaipur Stock Exchanges, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement

AUDITORS

Directors recommended the appointment of M/s Madhuresh Gupta & Co., Chartered Accountants, Raipur who holds office as auditors of the company upto the conclusion of at the ensuing Annual General Meeting are eligible for re- appointment.

PERSONNEL

There was no employee drawing salary more than the limit under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (Particulars of the Employees) rules 1975 as amended.

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION Since the company is not engaged in any of the scheduled industries, the requirements 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 technology absorption and foreign exchange earnings and outgo, are not applicable.

ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board

DIRECTORS

PLACE : RAIPUR

DATED : 30/08/2012


Mar 31, 2011

The Directors present their 16th Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS Rs. In lacs.

YEAR ENDED 31-03-2011 31-03-2010

SALES/INCOME 725.40 1474.93

PROFIT / (LOSS) BEFORE'INTT. & PEP. 55,06 84.90

INTEREST 0 1.11

PROVISION FOR DEPRECIATION 0.52 0.70

TAXES 16.82 26.27

NET PROFIT C/O TO BALANCE SHEET 37.72 57.82

2. DIVIDEND

No dividend has been proposed by your Directors for the year ended 31st March, 2011 since the Company needs funds for increased operations working capital requirements.

3. OPERATIONS

The Company has earned an income of Rs. 725.40 lacs as against Rs. 1,474.93 lacs during the previous year. There is a decline in Income on account of general recession in the economy. The economy is still dull but the Company hopes to maintain its present level of operations without any further set back.

The present reserves are Rs. 305.27 lacs as compared to the share capital of Rs.414.53 lacs due to a track profit record in previous years

4. DIRECTORS .

a. In accordance with the provision of the Companies Act, 1956, and the Articles of Association of the Company, Shri Rishi Dave & Smt. Satyawati Parishes, directors of the Company retire by rotation and are eligible for re-appointment.

b. Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

5. 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 Marl, 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 an 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' 2011 on a going concern basis.

The following accounting standards were not applicable to the company during the year under review due to non occurrence of events and transactions covered under the scope of these accounting standards:-

AS-7 Accounting for construction contract.

AS-11 Accounting for the effects of changes in Foreign Exchange Rates.

AS-12 Accounting for Government Grants.

AS-13 Accounting for investments.

AS-14 Accounting for amalgamation. '

AS-17 Segment Rep Orting.

AS-19 Leases Agreement.

AS-21 Consolidated Financial Statements.

AS-23 Accounting for investments in associates in consolidated financial statements: ,

6. CORPORATE GOVERNANCE

As a listed company on Mumbai, Indore Ahmadabad & Jaipur Stock Exchanges, the company has 'complied in all material respects with the features of corporate governance as specified in the Listing Agreement

7. AUDITORS

Directors recommended the appointment of M/s Midhurst Gupta & Co., Chartered Accountants, Raipur who holds office as auditors of the company upto the conclusion of at the ensuing Annual General Meeting and are eligible for re-appointment.

8. PERSONNEL

There was no employee who was drawing more than the amount of ceiling prescribed under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (Particulars of the Employees) rules 1975 as amended is NIL. '

9. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is engaged only in cultivation activity the requirements 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 technology absorption and foreign exchange earnings and outgo, are not applicable.

10. ACKNOWLEDGEMENT ,

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board

(MANSOOR AHMED) (RAVIKAMRA) DIRECTOR DIRECTOR

PLACE: RAIPUR

DATED: 10-08-2011


Mar 31, 2010

The Directors present their 15th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rs. In Lacs)

YEAR ENDED 31-03-2010 31-03-2009

SALES / OTHER INCOME 1474,93 1330.87

PROFIT / (LOSS) BEFORE INTT, & DEP. 89.90 65.16

INTEREST 1.11 1.25

DEPRECIATION 0.70 0.93

TAXES 26.27 19.09

NET PROFIT / (LOSS) 57.82 43.89

2. DIVIDEND

In view of insufficient profit, your directors do not recommended any dividend for the year ended 31st March 2010.

3. OPERATIONS

During the year the company continued its cultivation activities and substantial outcome has achieved by the company. Directors are hopeful that this activity will further be expanded and gain profit in future.

4. DIRECTORS

a. In accordance with the provision of the Companies Act, 1956, and the Company's Articles of Association, Shri Ravi Pokharma & Shri Laxmi Narayan retire by rotation and are eligible for re-appointment,

b. Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

5. 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 March1 2010, 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 an 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' 2010 on a going concern basis.

The following accounting standard were not applicable to the company during the year under review due to non occurrence of events and transactions covered under the scope of these accounting standards

AS-14 Accounting for amalgamation.

AS-17 Segment Reporting.

AS-21 Consolidated Financial Statements.

AS-23 Accounting for investments in associates in consolidated financial statements.

AS-7 Accounting for construction contract.

AS-11 Accounting for the effects of changes in Foreign Exchange Rates.

AS-12 Accounting for Government Grants.

AS-19 Leases Agreement.

6. CORPORATE GOVERNANCE

As a listed company on Mumbai, Indore Ahmedabad & Jaipur Stock Exchanges, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement

7. AUDITORS

Directors recommended the appointment of M/s Madhuresh Gupta & Co., Chartered Accountants, Raipur who hold office as auditors of the company upto the conclusion of at the ensuing Annual General Meeting are eligible for re- appointment.

8 PERSONNEL

There was no employee who was drawing more than Rs.24.00 lacs per annum, if employed through out the year, or Rs.2,00,000/- 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 1975 as amended is NIL.

10. CONSERVATION OF ENERGY & TECHNIC AT, ABSORPTION

Since the company is engaged only in cultivation activity the requirements 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 technology absorption and foreign exchange earnings and outgo, are not applicable,

11. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board

PLACE: RAIPUR MANSOOR AHMED

DATED : 14-08-2010 DIRECTOR

 
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