Natura Hue Chem Ltd

Natura Hue Chem Limited Raipur (C. G.) 492001

Your Directors have pleasure in presenting the 29^th Annual Report on the business and operation of the Company together with Audited Financial Statements for the year ended on 31st March, 2024.

1. FINANCIAL RESULTS:

2. REVIEW OF PERFORMANCE

During the year under review your Company has generated total income including other income amounted to Rs. 21.90 Lakhsas against expenses of Rs. 9.56 Lakhs. As you can see from the financial results stated above the Company has reported a net profit of Rs. 12.34 Lakhs as compared to net loss of Rs. 16.51 Lakhs in previous year. However Directors are trying hard to bring the company in much better position and to some point the conditions have been improved, the expenses have been reduced and ultimately company has generated profits this year and further all the concerned individuals are into ascertaining the new opportunities so that the business can be diversified and can grow immensely and benefit the company as well as stakeholders.

3. DIVIDEND

Though the company is in better position than previous year and has generated profits, the Board of Directors have not recommended any final Dividend in the particular financial year because they want to use the money for future growth and diversification, which will ultimately lead to shareholders benefit in long run.

4. SHARE CAPITAL

As on 31^st of March, 2024 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 2024, the company has not issued any convertible instruments and none of the Directors of the Company hold convertible instruments of the Company.

5. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.naturahuechem.com/.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four (4) 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 BOARDMEETING are as follows:

*P= Present *A= Absent

7. 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

i. In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 31^st March, 2024 and of the profit and loss of the company for that period;

iii. 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; iv. The directors had prepared and continue to prepare the annual accounts on a going concern basis;

v. 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

vi. 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.

8. 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.

9. SEPERATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directorsheld their separate meeting on inter alia,to discuss:

Review the performance of Independent Directors. Review the performance of the Non-IndependentDirectors. Review the performance of the committees andBoard as a whole.

Review the performance of the Chairman of theCompany, taking into account the views ofExecutiveDirectors and Non- Executive Directors.

Assess the quality, quantity and timeliness of flowof information between the Company managementand the Board that is necessary for the Board toeffectively and reasonably perform their duties.

10. AUDIT COMMITTEE, ITS COMPOSITION AND MEETINGS

The Audit Committee was duly reconstituted during the financial year 2023-24 in its meeting held on 11.08.2023, pursuant to resignation of Mr. Ravi Kamra (Ex Managing Director of the Company and Member of the Committee w.e.f. 03.08.2024) and Mr. Mansoor Ahmed was appointed as Member and Chairman of the Committee in the same meeting.

The Composition of the duly reconstituted Committee is as follows:

The dates of committee meetings and attendance of members of committee is stated below:

11. NOMINATION & REMUNERATION COMMITTEE

Your Company has duly constituted Nomination & Remuneration Committee as per the mandate of Section 178 of the Companies Act, 2013 which is also in line with Regulation 19 of the SEBI (LODR), 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.

Further note that the Committee duly met on 11.08.2023 with full attendance.

The Committee has been formed to review and recommend the appointment and remuneration of Directors and other Key Managerial Personnel of the Company.

12. STAKEHOLDERS RELATIONSHIP COMMITTEE

In the financial year 2023-24, the Stakeholders Relationship Committeewasduly reconstituted pursuant to resignation of Mr. Ravi Kamra (Ex Managing Director of the Company and Member of the Committee w.e.f. 03.08.2024). Earlier the Committee was working under the Chairmanship of Smt. Satyawati Parashar, a Non-Executive Women Independent Directorwith Shri Ravi Kamra, Managing Director and Shri Mansoor Ahmed, an Executive Director of the Company as the co-members in FY 2022-23 till the date of reconstitution i.e 11.08.2023.

Further post reconstitution the composition is as follows:

In the Financial year under review, Committee has resolved all the cases of share transfers and no investors grievances are pending as on date of the Report.

13. AUDITORS

? STATUTORY AUDITORS

M/s. Agrawal Shukla & Co. were appointed as the Statutory Auditors of the Company in the 27^thAnnual General meeting for term of 5 years till the conclusion of 32^ndAnnual General Meeting of the Company.However, they have tendered their resignation to act as the Statutory auditors of the Company with effect from July 22, 2024.

To fill up this casual vacancy, the Board of Directors in its meeting held on August 20, 2024 have approved the appointment of M/s Batra Deepak & Associates, Chartered Accountants (Firm Registration No.: 005408C) as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary resolutions have been put in the ensuing Annual General Meeting for getting approval of shareholders for appointment done in casual vacancy and also for further appointment for the term of 5 years from the conclusion of Annual General Meeting.

? 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 theCompanies Act, 2013 URAVASHI BHIMANI PATEL, CharteredAccountants were appointed as Internal Auditors for theFinancial Year under review.

14. AUDITORS REPORT AND OBSERVATION:

? 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 except the following:

? AUDITORS OBSERVATION

In the auditors report under the report on other legal and regulatory requirements point no.1(k),it was observed that audit trail feature was not operated throughout the year. Further the audit trail feature was not operated for all relevant transactions recorded in the software and it has been observed that edit log feature was disabled and enabled later on.

? BOARDS COMMENT ON AUDITOR OBSERVATION

The Board of Directors of company is committed to maintaining the highest standards of transparency, integrity and corporate governance. The board of directors determined after consultation with technical team that the anomaly was the result of a technical issue rather than deliberate tampering. Further the technical issue did not impact the accuracy of financial reporting. The integrity of financial statements remains intact.

? SECRETARIAL AUDITOR

The Secretarial Auditor Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 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.

15. 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.

16. TRANSFER TO GENERAL RESERVES

Your Company has not transferred any amount to theGeneral Reserves Account during the Financial Year 2023-2024.

COMPANY

There are no such materials changes and commitments affecting the financial position of the Company occurred between the 01st April, 2024 and date of this report.

OUTGO:

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy Conservation and Technology Absorptionunder 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.

19. 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

RELATED PARTIES

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.

21. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

22. LISTING

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.

23. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP) ? APPOINTMENT/RE-APPOINTMENT/CESSATION

BOARD OF DIRECTORS

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 following were the changes made in the composition of Board of Directors:

Based on the recommendations of Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 decided to appoint Mr. Hifzul Rahim (DIN: 08491854) as the Additional Director on the Board of the Company to hold office upto the conclusion of ensuing Annual General Meeting (AGM). Further in the AGM held on 27.09.2023, his appointment was regularized and was appointed as the Director of the Company.

The changes that occurred in the Key Managerial Personnels of the Company are stated below.

KMP

Following are the details regarding Key Managerial Personnel of the Company as on 31^st March, 2024 and changes therein:

? MANAGING DIRECTOR:

During the year under review Mr. Ravi Kamra duly appointed by Shareholders in their meeting held on 26^th September, 2020 as the Managing Director of the Company for a period of consecutive five years commencing from 1^st April, 2020 resigned from the post of Managing Director and Director w.e.f 03^rd of August, 2023.

Further to fill the casual vacancy aroused in the position of Managing Director, the Board of Directors decided to appoint Mr. Mansoor Ahmed (DIN 01398796) as the Managing Director of the Company, who is already a Director in the Company, in its meeting held on 11^th of August, 2023 with effect from the same meeting, subject to the approval of Shareholders in the ensuing Annual General Meeting for the Financial year 2022-23.

Further in the Annual General Meeting held 27.09.2023 the Shareholders approved the appointment of Mr. Mansoor Ahmed as the Managing Directors of the Company with effect from 11.08.2023 and he is designated as so.

? COMPANY SECRETARY:

During the period under review, there was no change in the position of Company Secretary. Ms. Shivangi Agrawal continues to be the Company Secretary and Compliance Officer of the Company.

? 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 30^th May, 2015 and he continues to hold the position.

AND NOW THE COMPOSITION OF BOARD OF DIRECTORS AS ON 31^st MARCH 2024, AFTER ALL THE CHANGES IS AS IT IS STATED BELOW:

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 Articlesof Association, Mr. Hifzul Rahim, Director of the Company shall retire by rotation atthe ensuing Annual General Meeting and being eligibleoffers themselves for reappointment.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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.

25. DEPOSITS:

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.

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

27. INDUSTRIAL RELATIONS:

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.

28. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal & financialcontrols with reference to financial statements. Duringthe year, such controls were tested and no reportablematerial weakness in the design or operations wereobserved.

29. INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

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.

PROHIBITION AND REDRESSAL) ACT 2013

Your directors are committed to create and ensure an enabling, dignified and equitable work environment for every employee. The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up with majority women. Committee has a full excess to the Board of Directors and during the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

32. CORPORATE GOVERNANCE

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.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015, a separate management discussionand analysis report which forms an integral part of this Report is given as ANNEXURE 02.

34. CORPORATE SOCIAL RESPONSIBILITY

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.

BANKRUPTCY CODE 2016

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THERE OFF

Your company has not made any one-time settlement with any of its lenders. Therefore, it is not applicable.

37. BOARD POLICIES:

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 https://www.naturahuechem.com/policies.html

38. SECRETARIAL STANDARDS

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.

39. DISCLOSURE OF REMUNERATION

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 2023-24.

40. 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 return. 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.

41. 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.

42. COMPANY'S WEBSITE

Your Company has its fully functional website https://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, business activities of your Company. 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.

43. 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.