To,
The Members of
NATURO INDIABULL LIMITED
(FORMERLY KNOWN AS IT INDIABULL PRIVATE LIMITED)
Your Directors have pleasure in presenting the 07th Annual Report of
your Company together with the Audited Statement of Accounts and the Auditors' Report
of your company for the financial year ended, 31st March, 2023.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
(In Lakhs)
PARTICULARS |
MARCH 31, 2023 |
MARCH 31, 2022 |
| Revenue From Operations |
1616.23 |
1127.51 |
| Other Income |
10.044 |
17.12 |
Total Revenue |
1626.67 |
1144.63 |
| Profit before Depreciation, Interest and Tax
Expenses |
163.65 |
148.56 |
| Less: Finance Cost |
4.61 |
0.00 |
| Profit before Depreciation and Tax Expenses |
159.04 |
148.56 |
| Less: Depreciation |
25.14 |
3.88 |
| Net Profit before Tax |
138.51 |
144.68 |
| Less: Current Tax |
(36.03) |
(36.74) |
| Less: Deferred Tax |
1.42 |
0.09 |
Net Profit after Tax |
103.90 |
108.03 |
EPS (Basic & Diluted) |
1.22 |
1.68 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE
YEAR/STATE OF COMPANY'S
AFFAIR (OBJECTS, PERFORMANCE) AND FUTURE OUTLOOK
The Company continued its business in trading of Health care products
and FMCG. During the year under review, the Company registered revenue of Rs. 1616.23
Lakhs as against revenue of Rs. 1127.51 Lakhs during preceding financial year.
The Company recorded a Net Profit of Rs. 103.90 Lakhs in FY 2022-23 on
y-o-y basis as compared to profit of Rs. 108.03 Lakhs in FY 2021-22. Your Directors are
optimistic about company's business and hopeful of better performance with increased
revenue in the coming year.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE
COMPANIES ACT, 2013
During the Financial year the company has not transferred any amount to
Reserves and surplus.
4. DIVIDEND
The Board of Directors of your company decided not to recommend any
Dividend for the year under review.
5. LISTING INFORMATION
During the Year the Equity Shares of the Company are listed with
BSE-SME Platform with effect from 02/09/2022 and in dematerialized form through
depositories in order to eliminate all risks associated with physical shares and for ease
of portfolio management. The ISIN No. of the Company is INE0JNB01012.
6. NATURE OF THE BUSINESS
There is no change in the nature of business of the company.
7. SHARE CAPITAL STRUCTURE OF THE COMPANY:
The Capital Structure of the Company is:
a. Authorized Capital:
Rs. 11,00,00,000/- (Rs. Eleven Crore Only) divided into 1,10,00,000
(One Crosre Ten Lakhs) Equity Shares of Rs. 10 /- each.
b. Issued, Subscribe and Paid-up Capital:
Rs. 10,19,80,480/- (Rs. Ten Crore Nineteen Lakhs Eighty Thousand Four
Hundred Eighty Only) divided into 1,01,98,048 (Rs. One Crore One Lac Ninety-Eight Thousand
Forty-Eight Only) Equity Shares of Rs. 10 /- each.
There is no change in the Authorised capital of the company during the
financial year 2022-23.
However, During the year, Company has increased its Issued, Subscribed
and Paid-up Capital from Rs. 6,55,80,480/- (Rs. Six Crore Fifty-Five Lakhs Eighty Thousand
Four Hundred Eighty Only) divided into 65,58,048 Equity Shares of Rs. 10 /- each.. to Rs.
10,19,80,480/- (Rs. Ten Crore Nineteen Lakhs Eighty Thousand Four Hundred Eighty Only)
divided into 1,01,98,048 Equity Shares of Rs. 10 /- each by way of public issue of
36,40,000 Equity Shares having face Value of Rs. 10/- each with premium of Rs. 20/- per
share.
8. DEPOSITORY PARTICIPANT
Your Company's equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository Services India
Limited.
9. DIRECTOR'S & KEY MANAGERIAL PERSONNEL
The members of the Company's Board of Directors are eminent
persons of proven competence and integrity. Besides experience, strong financial acumen,
strategic astuteness and leadership qualities, they have a significant degree of
commitment towards the Company and devote adequate time to the meetings and preparation.
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board business. The Board exhibits
strong operational oversight with regular presentations in every quarterly meeting. The
Board/committee meetings are pre-scheduled and a tentative annual calendar of the Board
and Committee meetings is circulated to the Directors well in advance to help them plan
their schedule and ensure meaningful participation in the meetings. Only in case of
special and urgent business, if the need arises, the Board's/Committee's
approval is taken by passing resolutions through circulation or by calling
Board/Board Committee meetings at short notice, as permitted by law.
In accordance with the provisions of section 149, 152, 203 and other
applicable provisions of the Companies Act, 2013, one third of the of Directors who are
liable to retire by rotation, shall retire every year and, if eligible, offer themselves
for re-appointment at every AGM.
Consequently Mr. Gaurav Jain, Managing Director of the Company is
liable to retire by rotation in the forthcoming Annual General Meeting and being eligible,
offers himself for reappointment. The Board recommends their reappointment for the
consideration of Members of the Company at the ensuing Annual General Meeting.
The details of Directors being recommended for reappointment as
required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting
of the Company. Appropriate Resolution(s) seeking your approval to the appointment/
re-appointment of Directors are also included in the Notice.
During the year under review, Ms. Shalini Joshi, Company Secretary cum
Compliance Officer of the Company resigned from her post w.e.f 25/11/2022. After the
closure of the Financial Year Ms. Rishibha Kasat, was appointed as a Company Secretary cum
Compliance Officer of the Company w.e.f 06/05/2023
The board of directors of the company duly constituted during the year
and aprat from above there were no changes made in the composition of Board of Directors
during the year.
Following are the Board of Directors & KMP of the Company, details
of which are as follows:
S.N Name |
Designation |
Remarks |
| 1 Gaurav Jain |
Managing Director |
- |
| 2 Jyoti Choudhary |
Non-Executive Director |
- |
| 3 Sudhir Kumar |
Non-Executive Director |
- |
| 4 Ramcharan Saini |
Non-Executive Independent Director |
- |
| 5 Vishal Gaur |
Non-Executive Independent Director |
- |
| 6 Nishant Gautam |
Non-Executive Independent Director |
- |
7 Shalini Joshi |
Company Secretary cum
Compliance Officer |
Resigned w.e.f 25.11.2022 |
| 8 Rahul Khurana |
Chief Financial Officer |
- |
9 Rishibha Kasat |
Company Secretary cum
Compliance Officer |
Appointed w.e.f 06.05.2023 |
10. MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, the Company held Seven (07) Board
meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is
summarized below. The provisions of Companies Act, 2013 were adhered to while considering
the time gap between two meetings.
S. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 |
17/05/2022 |
6 |
6 |
| 2 |
01/07/2022 |
6 |
6 |
| 3 |
29/08/2022 |
6 |
6 |
| 4 |
14/11/2022 |
6 |
6 |
| 5 |
25/11/2022 |
6 |
6 |
| 6 |
23/12/2022 |
6 |
6 |
| 7 |
03/03/2023 |
6 |
6 |
PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS
S.N. Name of Director |
Board Meeting |
|
Committee Meeting |
|
|
No of Meeting held |
No of Meeting attended |
% |
No of Meeting held |
No of Meeting attended |
% |
|
| 1 Gaurav Jain |
6 |
6 |
100 |
- |
- |
|
- |
| 2 Jyoti Choudhary |
6 |
6 |
100 |
1 |
1 |
|
100 |
| 3 Sudhir Kumar |
6 |
6 |
100 |
- |
- |
|
- |
| 4 Ramcharan Saini |
6 |
6 |
100 |
- |
- |
|
- |
| 5 Vishal Gaur |
6 |
6 |
100 |
6 |
6 |
|
100 |
| 6 Nishant Gautam |
6 |
6 |
100 |
6 |
6 |
|
100 |
11. MEETINGS OF THE MEMBERS OF THE COMPANY
During the Financial Year 2022-23, the Company held Two (02) meeting of
the members of the Company on 25/07/2022 and 25/03/2023.
12. COMMITTEES OF THE BOARD
The Board Committees constitution is in acquiescence of provisions of
the Companies Act, 2013, the relevant rules made thereunder, Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of
all the Committees along with their terms of reference, composition and meetings held
during the year are provided herein below:-
Audit Committee
During the financial year 2022-23, four (4) meetings of the Audit
Committee were held on 17/05/2022, 01/08/2022, 25/11/2022 and 03/03/2023. The details of
the composition of the committee and attendance at its meeting are set out in the
following table:
Sr. No. Name of the Director |
Status |
Meetings held |
Meetings attended |
| 1. Mr. Vishal Gaur |
Chairman |
4 |
4 |
| 2. Mr. Nishant Gautam |
Member |
4 |
4 |
| 3. Mrs. Jyoti Choudhary |
Member |
4 |
4 |
Role of the committee:
The role of the Committee, inter-alia, includes oversight of the
company's financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible; recommendation
for appointment, remuneration and terms of appointment of auditors of the company;
approval of payment to statutory auditors for any other services rendered by the statutory
auditors; reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval; reviewing, with
the management, the Quarterly/Half yearly financial statements before submission to the
board for approval; reviewing, with the management, the statement of uses / application of
funds raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter; reviewing and monitoring the
auditor's independence and performance, and effectiveness of audit process; approval
or any subsequent modification of transactions of the company with related parties;
scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of
the Company, wherever it is necessary; reviewing, with the management, performance of
statutory and internal auditors, adequacy of the internal control systems and risk
management systems; reviewing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature and reporting the matter to the board;
discussion with internal auditors of any significant findings and follow up there on; o
look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors; to
review the functioning of the Whistle Blower mechanism; approval of appointment of chief
financial officer after assessing the qualifications, experience and background, etc. of
the candidate; Carrying out any other function as is mentioned in the terms of reference
of the audit committee.
All the recommendations made by the Audit Committee are accepted and
implemented by the Board of Directors. The Committee invites such of the executives as it
considers appropriate, representatives of the statutory auditors and internal auditors, to
be present at its meetings.
The Company Secretary acts as the Secretary to the Audit Committee.
The previous Annual General Meeting of the Company held on July 25th,
2022 was attended by Vishal Gaur, Chairman of the Audit Committee.
Stakeholder Relationship Committee
During the financial year 2022-23, One (1) meeting of the Stakeholder
Relationship Committee was held on 17/05/2022. The details of the composition of the
committee and attendance at its meeting are set out in the following table:
Sr. No. Name of the Director |
Status in Committee |
Nature of Directorship |
| 1 Mr. Vishal Gaur |
Chairman |
Independent Director |
| 2 Mr. Nishant Gautam |
Member |
Independent Director |
| 3 Ms. Jyoti Choudhary |
Member |
Non-Executive Director |
Role of the committee
The terms of reference of the Committee includes considering and
resolving the grievances of security holders of the Company including Allotment and
listing of our shares in future; Redressing of shareholders and investor complaints such
as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of
duplicate/split/consolidated share certificates; Monitoring transfers, transmissions,
dematerialization, re-materialization, splitting and consolidation of Equity Shares and
other securities issued by our Company, including review of cases for refusal of transfer/
transmission of shares and debentures; Reference to statutory and regulatory authorities
regarding investor grievances; To otherwise ensure proper and timely attendance and
redressal of investor queries and grievances; And to do all such acts, things or deeds as
may be necessary or incidental to the exercise of the above powers the Board may decide
from time to time and / or enforced by any statutory notification, amendment or
modification, as may be applicable.
The previous AGM of the Company held on July 25th, 2022 was attended by
Mr. Vishal Gaur, Chairman of the Stakeholder Relationship Committee.
The Company Secretary acts as the Secretary to the Stakeholder
Relationship Committee.
Nomination & Remuneration Committee
During the financial year 2022-23, One (1) meeting of the Stakeholder
Relationship Committee was held on 25.11.2022. The details of the composition of the
committee and attendance at its meeting are set out in the following table:
Sr. No. Name of the Director |
Status in Committee |
Nature of Directorship |
| 1 Mr. Vishal Gaur |
Chairman |
Independent Director |
| 2 Mr. Nishant Gautam |
Member |
Independent Director |
| 3 Ms. Jyoti Choudhary |
Member |
Non-Executive Director |
The previous AGM of the Company held on July 25th, 2022 was attended by
Mr. Vishal Gaur, Chairman of the Nomination and Remuneration Committee.
The Company Secretary acts as the Secretary to the Nomination and
Remuneration Committee.
13. CODE OF CONDUCT
Your Company has laid down a Code of Conduct for all the Board Members
and Senior Management Personnel of the Company. All Directors and Senior Management
Personnel of the Company have affirmed compliance with the Company's Code of Conduct
for the financial year ended March 31, 2023 in accordance with Regulation 17(5) of the
Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical
business practices across the Company. The Company has posted the Code of Conduct for
Directors and Senior Management on the company's website www.debockgroup.com under
Investors link. Code Of Conduct for Prohibition of Insider trading.
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the code of conduct for prevention of
insider trading and the code for corporate disclosures ("Code"), as approved by
the Board from time to time, are in force at the Company. The objective of this Code is to
protect the interest of shareholders at large, to prevent misuse of any price sensitive
information and to prevent any insider trading activity by dealing in shares of the
Company by its Directors, designated employees and other employees. The Company also
adopts the concept of Trading Window Closure, to prevent its Directors, Officers,
designated employees and other employees from trading in the shares of the company at the
time when there is unpublished price sensitive information. The Policy is available on the
website of the Company www.naturoindiabull.com under the Investors link.
14. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES
AND OF DIRECTORS
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees, and individual Directors pursuant to the provisions of the
Act and the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the
Directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India.
The Chairman of the Board had one-on-one meetings with the Independent
Directors and the Chairman of NRC had one-on-one meetings with the Executive and
Non-Executive, Non- Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/Committee processes.
The Board and the NRC reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
While Independent directors in their separate meeting have carried out
to assess the performance of Chairman and other Directors of the Board more particularly
about their business acumen and contribution to the Company, the performance evaluation of
the Independent Directors was carried out by the entire Board. The Independent Directors
expressed their satisfaction with the evaluation process, functioning such as adequacy of
the composition of the Board of Directors and its Committees, Board culture, execution and
performance of duties, obligations, responsibilities and governance.
15. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)
and declarations as to compliance with the Code of Conduct of the Company.
16. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF
ANY
The Company has received declarations from all the Independent
Directors of the Company confirming that: ? They have complied with Code of Independent
Directors prescribed in Schedule IV of the Companies Act, 2013. ? They meet the criteria
of independence as prescribed both under sub-section (6) of Section 149 of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations; ? In terms of Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered
themselves with the Independent Director's database maintained by the Indian Institute of
Corporate Affairs. ? In terms of Regulation 25(8) of the SEBI Listing Regulations, they
are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties. ? In
terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has
ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing
Regulations by the Independent Directors of the Company.
17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of the training and familiarization program are provided in
the corporate governance report. Further, at the time of the appointment of an independent
director, the Company issues a formal letter of appointment outlining his / her role,
function, duties and responsibilities.
As trustees of shareholders, Independent Directors play a pivotal role
in upholding Corporate Governance norms and ensuring fairness in decision making. Being
experts in various fields, they also bring Independent Judgment on matters of strategy,
risk management, controls and business performance.
At the time of appointing a new Independent Director, a formal letter
of appointment is given to the Director inter alia; explaining the role, duties and
responsibilities of the Director. The Director is also explained in detail the Compliances
required from him / her under the Act, SEBI Regulations and other relevant regulations.
By way of an introduction to the Company, presentations are also made
to the newly appointed Independent
Director on relevant information like overview of the Company's
businesses, market and business environment, growth and performance, organizational setup
of the Company, governance and internal control processes.
On-going familiarization program aims to provide insights into the
Company and the business environment to enable all the Independent Directors to be updated
of newer challenges, risks and opportunities relevant in the
Company's context and to lend perspective to the strategic
direction of the Company.
Your Company has put in place a Familiarization Programme for
Independent Directors to familiarize them with their roles, rights, responsibilities,
nature of the Industry, Company's strategy, business plan, operations, markets,
products, etc. The details of the Company's Familiarization Programme are available
on the Company's website www.naturoindiabull.com
18. FINANCE & ACCOUNTS
Your Company prepares its Financial Statements in accordance with the
Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the
relevant rules issued there under and other accounting principles generally accepted in
India. The estimates and judgments relating to the Financial Statements are made on a
prudent basis, so as to reflect in a true and fair manner. The form and substance of
transactions reasonably present the Company's state of affairs, profits and cash
flows for the year ended March
31, 2023. 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. IND AS is not applicable to the Company
because Companies listed on SME exchanges are not required complying with IND AS. The
estimates and judgments relating to the Financial Statements are made on a prudent basis,
so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs, profits and cash flows for the
year ended March 31, 2023.The Company has neither revised the financial statements nor the
report of Board of Directors.
19. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATES COMPANY
The Company does not have any Subsidiary/Joint Venture/Associates
Company as on 31.03.2023.
20. CONSOLIDATED FINANCIAL STATEMENTS: -
The Company has no Subsidiary, Associate or Joint Venture and therefore
question of Consolidated Financial Statements do not arise.
21. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2023 is attached herewith.
22. CORPORATE GOVERNANCE
Corporate Governance at Naturo Indiabull Limited is evolved by not only
ensuring compliance with regulatory requirements but also by being responsive and
responsible to the needs of stakeholders with rewarding environment. Your Company believes
that best Corporate Governance practices are critical to enhance and retain investor
trust.
We, believe that good and effective Corporate Governance is critical to
achieve corporate vision and mission of the organization; it is more of an organizational
culture than a mere adherence to rules and regulations. Law are alone cannot bring changes
and transformation, and voluntary compliance both in form and in substance plays an
important role in developing good Corporate Governance.
As our company is listed on BSE-SME Platform, by virtue of Regulation
15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the
compliance with the corporate Governance provisions as specified in regulation 17 to 27
and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of
schedule V are not applicable to the company. Hence, Corporate Governance Report does not
form a part of this Board Report, though we are committed for the best corporate
governance practices.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), with respect to Directors' Responsibility
Statement, your Directors confirm that:
To the best of knowledge and belief and according to the information
and to the information and explanation obtained by them, your directors make the following
statement in terms of section 134(3) (c) of the Companies Act, 2013.
In the preparation of Annual Accounts of the Company, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures from the same, if there any.
The Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true & fair view of the state of affairs of the Company at the end of the
financial year ended March 31, 2023 and of the Profit of the Company for the year ended on
that date.
The Directors have taken proper and sufficient care 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 irregularity.
The Directors have prepared the Annual Accounts of the Company on a
going concern basis.
The Directors have laid down internal financial control to be followed
by the company and such internal financial control are adequate and were operating
effectively; and
The Directors have devised proper system to ensure compliance with the
provision of all applicable law and that such system operating effectively.
24. AUDITORS
? STATUTORY AUDITORS AND THEIR REPORT
The Board considered the Appointment of Statutory Auditor of the
Company, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with
Rule 3 of the Companies (Audit and Auditors) Rules, 2014. The Board considered and
approved the same and passed the resolution in this regard
In the Extra-Ordinary General Meeting held on 25/03/2023, M/s. Mittal
& Associates, Chartered Accountants (FRN: 106456W) were appointed as statutory
auditors of the Company to hold office till the conclusion of the ensuing Annual General
Meeting on account of casual vacancy held by resignation of M/s A Y & Co., Chartered
Accountants (FRN: 020829C) in terms of the first proviso to Section 139 of the Companies
Act, 2013.
Now the tenure of M/s. Mittal & Associates has come to an end and
the Board hereby recommend the appointment of M/s Ajay Kumar Vijayvergiya &
Associates, Chartered Accountants, (FRN: 003833C), Jaipur as Statutory Auditors of the
Company to carry out the Statutory Audit of the Company for the period of 5 Years from the
conclusion of this AGM to 12th AGM to be held in Financial Year 2027-28 on the
remuneration as decided by the Board of Directors and Statutory Auditors mutually.
The Company has received consent letter from the auditor to the effect
that appointment, if made, would be within the prescribed limits under Section 141(3) (g)
of the Companies Act, 2013 and that they are not disqualified for re-appointment.
There are observations of the Auditors in their Audit Report that may
call for any explanation from the Directors. Further, the notes to accounts referred to in
the Auditor's Report are self- explanatory.
Auditor Remarks: During the year the Company has accepted
borrowings of Rs. 230.37 Lakhs from various parties, other than Directors' and their
relatives, which are in contravention to Section 73 to 76 of the Companies Act, 2013.
Further the Company has not complied with the provisions related to Acceptance of
Deposits from the parties' u/s 73 to 76 of the Companies Act,
2013.
Board Remarks: The management stated that the borrowings of Rs.
230.37 Lakhs from various parties was actually taken for various business arrangements,
however neither the underlying documents were provided to the Auditor during the audit nor
such arrangements were done due to unavoidable reasons, Therefore the payment received
from the parties were remained outstanding at the end of the Financial Year i.e. 2022-23.
The company is in process to repay the above-mentioned amount during the current financial
year i.e. 2023-24 as early as possible. Auditor Remarks: During the year under
review, the Company have granted loans of Rs. 1299.81 Lakhs to various parties which are
in contradiction of Companies Act, 2013. Board Remarks: The management stated that
the loan granted of Rs. 1299.81 Lakhs to various parties was actually given for various
business arrangements, however neither the underlying documents were provided to the
Auditor during the audit nor such arrangements were done due to unavoidable reasons,
Therefore the payment made to the parties were remained outstanding at the end of the
Financial Year i.e. 2022-23. The company is in process to call the above-mentioned amount
during the current financial year i.e. 2023-24 as early as possible. Auditor Remarks:
During the year there is a difference of Rs. 378.41 Lakhs in the purchases as per Books
and GST Returns filed and the Company has not complied with statutory payments i.e., TDS,
TCS and GST.
Board Remarks:
The Company has paid the TDS amount in current financial year and will
confirm to pay the statutory dues during current year and will be regularized and also in
difference in purchase as per book records and GST returns, the Company is continuously
involved with GST authority for solving the issue.
Auditor Remark:
(a) According to information and explanations given to us and on the
basis of our examination of the books of account, and records, the Company has not been
regular in depositing undisputed statutory dues including Provident Fund, Employees State
Insurance, Income-Tax, Goods & Service Tax, Duty of Customs, Cess and any other
statutory dues with the appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of the above were in arrears as at March 31, 2023
for a period of more than six months from the date on when they become payable except the
followings:
Statute |
Nature of Dues |
Period to which the amount
relates |
Period of delay |
Amount Involved (Rs. In
Lakhs) # |
Income Tax Act, 1961 |
Income Tax |
AY 2020-21 |
More than 12 months |
24.47 |
AY 2021-22 |
More than 12 months |
29.84 |
AY 2022-23 |
More than 12 months |
36.74 |
Tax Deducted at Source
(TDS) & Tax Collected at Source (TCS) |
AY 2022-23 |
More than 6 months |
5.19 |
# As computed by the Company and not included any penalty to be levied
by the tax authorities
Board Remarks:
(a) Except Income Tax and GST no other statutory dues is pending over
the company and will confirm to pay at regular basis from current financial year.
(b) The Company has made the payment of TDS in current Financial Year
and regarding Income Tax demand , the Company will proposing to file an appeal regarding
the demand raised as it is inappropriate.
Auditor Remark: Based on our audit procedures and as per the
information and explanations given by the management, during the year the company has
raised Rs. 10.92 Crore money by way of initial public offer however, we are unable to
comment on the utilisation of the same due to non-availability of underlying documents.
Board Remarks:
The Company will provide all the documents related to utilization of
IPO Fund to the Auditor in this year.
COST AUDITOR
The requirement of Cost Audit in your industry has been excluded/
removed in the Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of
Corporate Affairs vide its notification dated 30th June, 2014. Therefore, no appointment
was made of the Cost Auditor to carry out the Cost Audit for the financial year ended
March 31, 2023 and there is no requirement of maintenance of cost records as per section
148 of the Companies Act, 2013.
? SECRETARIAL AUDITOR
As per Section 204 of Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company
and other class of companies as may be prescribed, is required to appoint Secretarial
Auditor to carry out secretarial Audit of the Company.
M/s NKM & Associates, Practicing Company Secretaries was appointed
as Secretarial Auditor of the as per the provisions of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
on account of resignation tendered by M/s Payal Kotak & Associates dated 21/08/2023.
In consonance with the requirements of Section 204 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and rules made there under, M/s NKM & Associates, Company Secretaries in
Practice, Thane, was appointed as the Secretarial Auditor to conduct the Secretarial Audit
of the Company for the financial year 2022-23 vide Board Resolution dated 26/08/2023.
SECRETARIAL AUDITOR'S REPORT
A Secretarial Audit Report issued by M/s NKM & Associates, Company
Secretaries in Practice, in respect of the secretarial audit of the Company for the
financial year ended March 31, 2023, is given in Annexure-C and Secretarial Compliance
Report of the Company and it carries the following qualifications:
Auditor Remarks: During the year the Company has accepted
borrowings of Rs. 230.37 Lakhs from various parties, other than Directors' and their
relatives, which are in contravention to Section 73 to 76 of the Companies Act, 2013.
Further the Company has not complied with the provisions related to Acceptance of Deposits
from the parties' u/s 73 to 76 of the Companies Act, 2013.
Board Remarks: The management stated that the borrowings of Rs.
230.37 Lakhs from various parties was actually taken for various business arrangements,
however neither the underlying documents were provided to the Auditor during the audit nor
such arrangements were done due to unavoidable reasons, Therefore the payment received
from the parties were remained outstanding at the end of the Financial Year i.e. 2022-23.
The company is in process to repay the above-mentioned amount during the current financial
year i.e. 2023-24 as early as possible.
Auditor Remarks: During the year under review, the Company have
granted loans of Rs. 1299.81 Lakhs to various parties which are in contradiction of
Companies Act, 2013.
Board Remarks: The management stated that the loan granted of Rs.
1299.81 Lakhs to various parties was actually given for various business arrangements,
however neither the underlying documents were provided to the Auditor during the audit nor
such arrangements were done due to unavoidable reasons, Therefore the payment made to the
parties were remained outstanding at the end of the Financial Year i.e. 2022-23. The
company is in process to call the above-mentioned amount during the current financial year
i.e. 2023-24 as early as possible.
Auditor Remarks: There was delay in filing of SDD certificate with
the exchange for quarter ended i.e., December 30, 2022, as per the SEBI Circular
NSE/CML/2022/51, the SDD certificate for December quarter needs to be filed latest by 21st
January, 2023, but the same was filed by 28th January, 2023.
Board Remarks: The management stated that the non-compliance so
occurred inadvertently and highly regretted for the inconvenience caused and assured to
comply with the provisions in future.
Auditor Remarks: No closure of trading window filed with BSE
Limited for quarter ended September 30, 2022.
Board Remarks: The management stated that the non-compliance so
occurred inadvertently and highly regretted for the inconvenience caused and assured to
comply with the provisions in future.
? INTERNAL AUDITOR
M/s KSGC & Associates, Chartered Accountants (FRN: 021829C) were
appointed as Internal Auditor of the Company to conduct Internal Audit of the company for
the financial year 2022-23 as required under Section 138 of the Companies Act, 2013 read
with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal
Auditors are reviewed by the Audit Committee from time to time. The observations and
suggestions of the Internal Auditors are reviewed and necessary corrective/preventive
actions are taken in consultation with the Audit Committee.
REPORTING OF FRAUD BY AUDITORS
During the Financial year 2022-23, the Statutory Auditors has not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Companies Act, 2013.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company
shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of
the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/
whistle blower policy for directors and employees to report genuine concerns has been
established and approved by Board. This policy would help to create an environment wherein
individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes
place or is likely to take place. It will also ensure that complainant(s) are protected
from retribution, whether within or outside the organization.
26. RISK MANAGEMENT
In today's economic environment, Risk Management is a very
important part of business. The main aim of risk management is to identify, monitor and
take precautionary measures in respect of the events that may pose risks for the business.
The risk management framework is reviewed periodically by the Board and the Audit
Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Business
Risk Evaluation and Management is an on-going process within the Organization. Pursuant to
Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management
Policy for the Company. The Company has in place a mechanism to identify, assess, monitor
and mitigate various risks to key business objectives. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis. At present the company has not identified any element of risk which may
threaten the business (or) existence of the company. Your Company has identified the
following risks:
? Commodity Price Risk
Risk of price fluctuation on basic raw materials as well as finished
goods used in the process of manufacturing. Your Company commands excellent business
relationship with both suppliers and buyers. In case of major fluctuation either upwards
or downwards, the matter will be mutually discussed and compensated both ways. Also, by
focusing on new value-added products helps in lowering the impact of price fluctuation in
finished goods.
? Interest Rate Risk
Any increase in interest rate can affect the finance cost. Your
Company's dependency on interest bearing debt is reasonably low therefore risk on
account of any unforeseen hike in interest rate is very nominal.
? Human Resource Risk
Your Company's ability to deliver value is dependent on its
ability to attract, retain and nurture talent.
Attrition and non-availability of the required talent resource can
affect the overall performance of the Company. By continuously benchmarking of the best HR
practices across the industry and carrying out necessary improvements to attract and
retain the best talent. By putting in place production incentives on time bound basis and
evaluating the performance at each stage of work. Also, recruitment is across almost all
states of India which helps to mitigate this risk and we do not anticipate any major issue
for the coming years.
? Competition Risk
The increase in competition can create pressure on margins, market
share etc. However, by continuous efforts to enhance the brand image of the Company by
focusing on, quality, cost, timely delivery, best customer service and by introducing new
product range commensurate with demands, your Company plans to mitigate the risks so
involved.
? Compliance Risk
Any default can attract penal provisions. Your Company regularly
monitors and reviews the changes in regulatory framework through various legal compliance
management tools to avoid any such compliance related risk.
? Industrial Safety, Employee Health and Safety Risk
The Electrical industry is labour intensive and is exposed to
accidents, health and injury risk due to machinery breakdown, etc. By development and
implementation of critical safety standards across the various departments of the factory,
establishing training need identification at each level of employee.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the Year, there the securities of the Company were listed on
BSE-SME Exchange on 02nd September, 2022.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN
FUTURE
There are no significant and material order passed by the Regulators/
court that would impact the going concern status of the company and its future operations.
29. DEPOSITS
Your Company has accepted any deposits within the meaning of Section 73
to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
and not complied with the provisions and same was marked as Qualification by Statutory
Auditor and Secretarial Auditor in their report.
30. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII)
OF RULE 2 OF
COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014
During the period under review the company has accepted some unsecured
loan from its directors which was not covered under the definition of deposits and the
required declaration from the director and relative of director, as the case may be, duly
received by the company that the amount given by them is not acquired by borrowing or
accepting loan or deposits from others. The details of monies accepted are as under:
| Name of the Person |
Relation |
Amount Accepted |
| Guarav Jain |
Director |
415.04 Lakhs |
| TOTAL |
|
415.04 Lakhs |
31. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) OF MANAGERIAL PERSON, RULE 2014 OF THE COMPANIES ACT,
2013:-
None of the Employee is in receipt of remuneration in excess of limits
prescribed under Rule 5(2) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, i.e The Company has not employed any employee for any post that
has paid remuneration in excess of Rs.1,02,00,000/- per annum or in excess of
Rs.8,50,000/-per month.
32. MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE
HOLDING:-
Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th
April, 2018, shareholders whose ledger folios do not have/have incomplete details with
respect to PAN and Bank Account particulars are mandatorily required to furnish these
details to the Issuer Company/RTA for registration in the folio. As per the records of the
Company, few Shareholders' folio needs to be updated with the PAN / Complete Bank
Account details so that the investments held by them are in compliance with the
aforementioned circular. Such Shareholders are hence requested to submit the following
documents within 21 days of receipt of this communication: Enclosed Form duly filled in
and signed by all the shareholders. Self-Attested Copy of Pan Card of all the
shareholders, Cancelled Cheque Leaf with Name (if name is not printed on cheque -
self-attested copy of first page of pass book) of all the shareholders and Address Proof
(self-attested copy of Aadhaar-Card of all the shareholders)
33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loan, Guarantees and investments covered under the
provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial
Statements.
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with the Related Parties during the financial
year were in the ordinary course of business and on Arm's Length Basis and do not
attract the provisions of section 188 of the Companies Act, 2013 and rules made there
under. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and
its rules in the Annexure-C to the directors report.
Related party transactions have been disclosed under significant
accounting policies and notes forming part of the financial statements in accordance with
"Accounting Standard 18". None of the transactions with related parties were in
conflict with the interest of the Company. All the transactions are in the normal course
of business and have no potential conflict with the interest of the Company at large and
are carried out on an arm's length basis or fair value.
35. ENVIRONMENT AND SAFETY
Your Company is driven by principles of sustainability incorporating
environment, employees and society aspects in all our activities. We are focused on
employee well-being, developing safe and efficient products, minimizing environmental
impact of our operations and products and minimizing the impact of our operations on
society. Your Company is conscious of the importance of environmentally clean and safe
operations and ensure of all concerned, compliances, environmental regulations and
preservation of natural resources.
36. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per provisions of Section 135 of the Company Act 2013, and rules
made there under, the CSR is not applicable on the company for the Financial Year 2022-23.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the information on conservation of energy,
technology absorption and foreign exchange earnings and outgo is annexed as integral part
of this report.
38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system, commensurate with the
size of its operations. Adequate records and documents are maintained as required by laws.
The Audit Committee reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit recommendations. The Audit
Committee gives valuable suggestions from time to time for improvement of the
company's business processes, systems and internal controls. All efforts are being
made to make the internal control systems more effective.
39. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL
AND OTHER EMPLOYEES
In adherence of section 178(1) of the Companies Act, 2013, the Board of
Directors of the have approved a policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided u/s 178(3), based on the recommendations of the
Nomination and Remuneration Committee. The broad parameters covered under the Policy are
Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management,
Terms & tenure, Evaluation, Policy for Remuneration to Directors/ KMP/ Senior
Management Personnel etc.
The Company's Policy relating to appointment of Directors, payment
of Managerial remuneration, Directors' qualifications, positive attributes,
independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 is furnished in Annexure-F and forms part of this Report.
40. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY
We consider our employees as the most valuable resource and ensure
strategic alignment of Human Resource practices to business priorities and objectives. Our
constant endeavour is to invest in people and people processes to improve human capital
for the organization and service delivery to our customers. Attracting, developing and
retaining the right talent will continue to be a key strategic imperative and the
organization continues its undivided attention towards that. We would like to take this
opportunity to express appreciation for the hard work and commitment of the employees of
the Company and look forward to their continued contribution. We strive to provide a
conducive and competitive work environment to help the employees excel and create new
benchmarks of productivity, efficiency and customer delight. At DSML, the Human Resource
agenda continues to remain focused on reinforcing the key thrust areas i.e. being the
employer of choice, building an inclusive culture and a strong talent pipeline and
building capabilities in the organization. To maintain its competitive edge in a highly
dynamic industry, we recognize the importance of having a work force which is
consumer-focused, performance-driven and future-capable. In keeping with this, a number of
policies and initiatives have been drawn up like regular employee engagement surveys,
focusing on objective performance management system with key result areas and performance
indicators. These initiatives ensure a healthy balance between business needs and
individual aspirations. The company has a policy on prohibition, prevention and Redressal
of Sexual Harassment of women at workplace and matters connected there with or incidental
there to covering all the aspects as contained under
"The Sexual Harassment of women at workplace (Prohibition,
Prevention and Redressal) Act, 2013". During the year, no complaint was lodged.
41. PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard
to the provisions of the second proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. Any member interested in obtaining such information may address their email to
www.naturoindiabull.com.
42. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE
SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company has zero tolerance sexual harassment at workplace. 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 upto redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. An Internal Complaints Committee (ICC) was constituted
which is responsible for redressal of complaints related to sexual harassment at the
workplace.
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules
there under, the Internal Complaint Committee of the Company has not received any
complaint of Sexual Harassment during the financial year under review. The following is a
summary of Sexual Harassment complaints received and disposed off during the year 2022-23:
No. of Complaints received: NIL No of complaints disposed off: NIL
43. ANNUAL RETURN
As required under Section 92 (3) and 134(3)(a) of the Companies Act,
2013 read with Rule 12(1) of th Companies
(Management and Administration) Rules, 2014 the Annual Return is put up
on the Company's website and can be accessed at http://naturoindiabull.com/Investors.
44. INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act, 2013, the term
financial control (IFC) means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of business, including adherence to the
company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information.
To further strengthen the internal control process, the company has
developed the very comprehensive compliance management tool to drill down the
responsibility of the compliance from top management to executive.
45. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
46. CAUTIONARY STATEMENT
Statements in this report, describing the Company's objectives,
expectations and/or anticipations may be forward looking within the meaning of applicable
Securities Law and Other laws & regulations. Actual results may differ materially from
those stated in the statement. Important factors that could influence the Company's
operations include global and domestic supply and demand conditions affecting selling
prices of finished goods, availability of inputs and their prices, changes in the
Government policies, regulations, tax laws, economic developments within the country and
outside and other factors such as litigation and industrial relations. The Company assumes
no responsibility in respect of the forward-looking statements, which may undergo changes
in future on the basis of subsequent developments, information or events.
47. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules,
2014, the Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
2. As per rule 8(13) the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued shares (including sweat equity shares) to
employees of the Company under any scheme.
3. As per rule 12(9) the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued equity shares under the scheme of employee stock
option.
4. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
5. The requirement to disclose the details of difference between amount
of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
7. Since the Company has not formulated any scheme of provision of
money for purchase of own shares by employees or by trustee for the benefits of employees
in terms of Section 67(3) of the Act, no disclosures are required to be made.
48. ACKNOWLEDGEMENT
The Directors of your Company acknowledge a deep sense of gratitude for
the continued support extended by Investors, Customers, Business Associates, Bankers and
Vendors. Yours Directors place on record their appreciation for the significant
contribution made by the employees at all levels through their hard work and dedication.
The Directors also thanks the various Government and Regulatory Authorities and last but
not the least the Shareholders for their patronage, support and faith in the company. The
Board looks forward to their continued support in the years to come.
By The Order of Board of Directors |
For Naturo Indiabull Limited |
(Formerly known as IT Indiabull Private Limited) |
SD/- |
Gaurav Jain |
Managing Director |
DIN: 08560737 |
Place: Jaipur |
Dated: 04/09/2023 |
|