Indian Sucrose Ltd
Directors Reports
To,
The Members,
Your Directors are pleased to present the 32nd Annual Report
together with the Audited Financial Statements of the Company for the financial year ended
on 31st March, 2023.
FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on 31st
March, 2023 are prepared in accordance with the relevant applicable IND AS and provisions
of the Companies Act, 2013.
The summarized financial highlight is depicted below.
(Rs in Lakhs)
Particulars |
2022-2023 |
2021-2022 |
Revenue from Operations |
45176.97 |
44276.76 |
Other Income |
1073.88 |
731.06 |
Total Income |
46250.85 |
45007.81 |
Total Expenses |
42029.68 |
40973.02 |
Profit/(Loss) before Finance cost. Depreciation &
Amortization and Tax Expenses |
7553.88 |
6630.92 |
Finance Cost |
2489.61 |
1901.17 |
Depreciation & Amortization |
843.10 |
694.97 |
Profit/(Loss) before Tax |
4221.17 |
4034.79 |
(i) Provision for Taxation (Current) |
564.75 |
1436.22 |
(ii) Deferred Tax |
410.48 |
(1140.41) |
(iii) Provision for tax of earlier years |
244.94 |
11.58 |
Profit/ (Loss) after Tax |
2954.43 |
3701.51 |
PERFORMANCE REVIEW
During the year under review, your Company has achieved turnover of
Rs45176.97 Lakhs as compared to previous year turnover of Rs44276.76 Lakhs and has earned
net profit after Tax of Rs2954.43 Lakhs as compared to previous year net profit after Tax
of Rs3701.51 Lakhs.
During the year under review, your company has crushed 10864105.49 QTLS
of Sugarcane and produced 1126920 QTLS of Sugar as compared to previous year crushing of
9395400,66 QTLS of sugarcane and production of 982860 QTLS of Sugar.
The capacity utilization of the plant during the year under review was
85.21% and the average recovery was 10.38% as compared to capacity utilization of 79.80%
and average recovery of 10.48% in the previous year.
DIVIDEND &TRANSFERTO RESERVES
No amount is proposed to be transferred to the reserve(s) and your
Directors have not recommended payment of any dividend for the year under review,
CHANGE IN THE NATURE OF BUSINESS. IF ANY
During the year, there was no change in the nature of business of the
Company.
MATERIAL CHANGES AND COMMITMENT
There is no material change or commitment affecting the financial
position of the company that has occurred since 31SI March 2023 to the date of
this report.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the
Company has been increased from Rs40,00,00,000/- (Rupees Forty Crores Only) divided into
3,30,00,000 (Three Crore Thirty Lakh Only) Equity Shares of Rs10/- (Rupees Ten) each and
70,00,000 (Seventy Lakh) Preference Shares of Rs10/- (Rupees Ten) each to Rs
75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 6,80,00,000 (Six Crore
Eighty Lakh only) Equity Shares of Rs10/- (Rupees Ten) each and 70,00,000 (Seventy Lakh)
Preference Shares of Rs10/- (Rupees Ten) each by creation of additional 3,50,00,000 (Three
Crore Fifty Lakh) Equity Shares of Rs10/- (Rupees Ten) each ranking pari-passu in all
respects with existing Equity Shares of the Company.
During the year under review, the paid up Share Capital of the Company
has been increased from Rs1 7,05,18,070/- (Rupees Seventeen Crores Five lakh eighteen
thousand seventy only) to Rs17,37,67,010/- (Rupees Seventeen Crores Thirty-Seven Lakh
Sixty- Seven thousand and Ten only) due to conversion of warrants issued through fully
convertible warrants on preferential basis to the persons belonging to "promoter and
promoter group category".
DEPOSITS
During the period under review, your Company has not accepted any
deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013
(the "Act") and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount required to be transferred to IEPF.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
CSR is a company's sense of responsibility towards the community and
environment in which it operates. It is the continuing commitment by business to behave
ethically and contribute to economic development of the society at large and building
capacity for sustainable livelihoods. The Company believes in conducting its business
responsibility, fairly and in a most transparent manner. It continually seeks ways to
bring about an overall positive impact on the society and environment where it operates
and as a part of its social objectives. This policy has been formally formulated and
adopted in terms of Section 135 of the Act and Rules framed there under to undertake CSR
activities.
The Company has always made consistent efforts to maintain an active
corporate social responsibility portfolio.
Composition of Corporate Social Responsibility Committee (CSR
Committee):
S. No. Name |
Chairman/Member |
1. Ashish Singh Yadav |
Chairperson |
2. Geeta Sharma |
Member |
3. Jaitender Kumar |
Member |
During the reporting period,
The responsibilities of the CSR Committee include:
1) Formulating and recommending to the Board of Directors the CSR
Policy and indicating activities to be undertaken by the Company in areas or subject,
specified in schedule VII
2) Recommending the amount of expenditure for the CSR activities.
3) Monitoring CSR activities from time to time.
As per the provisions of Companies Act, 2013, all companies having a
net worth of Rs500 crore or more, or a turnover of Rs1,000 crore or more or a net profit
of Rs5 crore or more during the immediately preceding financial year are required to
constitute a CSR committee of the Board of Directors comprising three or more directors,
at least one of whom should be an independent director. All such companies are required to
spend at least 2% of the average net profits of their three immediately preceding
financial years on CSR-related activities.
Accordingly, the company was invested Rs60.25 Lakhs towards CSR
activities during the financial year as required to invest pursuant to specified Schedule
VII of the Companies Act, 2013. The Annual Report on corporate social responsibility
activities is attached and marked as Annexure -A and forms part of this report.
During the Financial Year 2022-23 in view of various amendments brought
out by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021,
Corporate Social Responsibility Policy was revised to incorporate the amendments,The
Corporate Social Responsibility policy of the company can be accessed at
www.muksua.in>about us> policy.
HUMAN RESOURCES
Human resources are the most important resource and your directors
believe in to give them their due weight age for their crucial role-playing in the overall
progress of the organization. The relationship between the management and the
staffs/workers has been comfortable and cordial during the year.
RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy. The
policy identifies the threat of such events as "Risks", which if occurred will
adversely affect value to shareholders, ability of Company to achieve objectives, ability
to implement business strategies, the manner in which the Company operates and reputation.
Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.
The framework defines the process for identification of risks, its
assessment, mitigation measures, monitoring and reporting. While the Company, through its
employees and Executive Management, continuously assess the identified Risks, the Audit
Committee reviews the identified Risks and its mitigation measures annually.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has an Internal Audit department with
adequate experience and expertise in internal controls, operating system and procedures.
The system is supported by documented policies, guidelines and procedures to monitor
business and operational performance which are aimed at ensuring business integrity and
promoting operational efficiency.
The Internal Audit Department reviews the adequacy of internal control
system in the Company, its compliance with operating systems and laid down policies and
procedures. Based on the report of internal audit function, process owners undertake
corrective actions in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board of Directors from time to time.
VIGIL MECHANISM
The Company has a vigil mechanism Policy to deal with instance of fraud
and mismanagement, if any. The vigil mechanism Policy ensures that strict confidentiality
is maintained whilst dealing with concerns and also that no discrimination will be meted
out to any person for a genuinely raised concern. The policy has been uploaded in the
website of the company at www.muksua.in.>about us>policy.
SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary, joint venture or associate
companies within the meaning of Sections 2(6) and 2(87) of the Companies Act, 2013 as on
31st March 2023.The Company has framed a policy for determining material subsidiaries,
which has been uploaded on website of the company at www.muksua.in.>about us>policy.
CHANGES IN BOARD AND KMP
(a) Appointment/Resignation of Directors
During the Financial Year 2022-23 there was following Change in the
Board of Directors of the Company:-
(i) Mr. Abhay Upadhyay, Non-Executive Independent Director, ceased to
be director of the Company and from the Committee consequent to his resignation effective
from 26th August, 2022. due to involvement with some other projects.
(ii) Board of Directors in their Meeting held on 26,h
August, 2022 appointed Mr. Ashish Singh Yadav (DIN: 09265468) as an Additional Director in
the capacity of Non - Executive Independent Director with immediate effect. The Nomination
& Remuneration committee considered and recommended the appointment of Mr. Ashish
Singh Yadav as Non - Executive Independent Director for a term of five consecutive years
up to 25th August, 2027 on Board committee(s) which was approved by the Members
in the 31st Annual General Meeting of the Company held on 30.09.2022.
(b) Retirement by Rotation
Pursuant to the provisions of Section 152 of the Act, Mr. Jaitender
Kumar (DIN: 08164429), Director of the Company, is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re - appointment.
The Board of Directors recommends his re - appointment at the forthcoming Annual General
Meeting. Brief resume of Mr. Jaitender Kumar is circulated to the members as part of the
AGM Notice.
BOARD EVALUATION
Pursuant to the provisions 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 evaluation of its performance as well as that of its
Committees and individual directors. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors, Key Managerial
Personnel and Senior Management and their remuneration. The Remuneration Policy is
available on the website of the Company at www.muksug.in>about us > policy.
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying it in their appointment letter along
with necessary documents, reports and internal policies to enable them to familiarize with
the Company's procedures and practices. The Company has through presentations, at regular
intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Sugar Industry as a whole. The details of such
familiarization programs for Independent Directors are explained in the Corporate
Governance Report and posted on the website of the Company at www.muksnn.in >about
us>r>policy.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for
Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Six (6) Meetings of the Board of Directors during the financial year
ended 31st March, 2023 were held on 06,h April 2022, 16,h June 2022,
26th August 2022, 31st August 2022, 14th November 2022
and 14,h February 2023. The intervening gap between two consecutive meetings
was within the period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board and
Committee(s) meetings are provided in the Corporate Governance Report forming part of this
Report.
COMMITTEES OF THE BOARD
During the year, the details of composition of the Committees of the
Board of Directors are as under:-
a. Audit Committee
S. No. Name |
Designation |
Category |
1. Neeraj Bansal |
Chairperson |
Non-Executive - Independent Director |
2. Shriram Agrawal |
Member |
Non-Executive - Independent Director |
3. Kunal Yadav |
Member |
Executive Director |
4. ""Ashish Singh Yadav |
Member |
Non-Executive - Independent Director |
* Mr. Abhay Upadhyay resigned from the post of membership of the
committee on 26.08.2022, Mr. Ashish Singh Yadav was elected as member of the Committee
w.e.f. 26.08.2022, appointed as non - executive. Independent director at the board meeting
of the company held on 26.08.2022.
The terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report. All the recommendation made by the Audit Committee during the
year were accepted by the Board.
b. Nomination and Remuneration Committee
S. No. Name |
Chairman/Member |
Category |
1. "Ashish Singh Yadav |
Chairperson |
Non-Executive - Independent Director |
2. Neeraj Bansal |
Member |
Non-Executive - Independent Director |
3. Shriram Agrawal |
Member |
Non-Executive - Independent Director |
4. Geeta Sharma |
Member |
Non-Executive Non-Independent Director |
* Mr. Abhay Upadhyay resigned from the post of chairmanship of the
committee on 26,08.2022, Mr, Ashish Singh Yadav was elected as chairperson of the
Committee w.e.f. 26.08.2022, appointed as non - executive, Independent director at the
board meeting of the company held on 26.08.2022.
The terms of reference of the Nomination & Remuneration Committee
has been furnished in the Corporate Governance Report. All the recommendation made by the
Nomination & Remuneration Committee during the year were accepted by the Board.
c. Stakeholders Relationship Committee
S. No. Name |
Chairman/Member |
Category |
1. "Ashish Singh Yadav |
Chairperson |
Non-Executive - Independent Director |
2. Geeta Sharma |
Member |
Non-Executive Non-Independent Director |
3. Jaitendra Kumar |
Member |
Non - Executive Non-Independent Director |
* Mr. Abhay Upadhyay resigned from the post of chairmanship of the
committee on 26.08.2022, Mr. Ashish Singh Yadav was elected as chairman of the Committee
w.e.f. 26.08,2022, appointed as non - executive. Independent director at the board meeting
of the company held on 26.08.2022.
The terms of reference of the Stakeholders Relationship Committee has
been furnished in the Corporate Governance Report,
d. Corporate Social Responsibility Committee
S.No. Name |
Chairman/Member |
Category |
1. "Ashish Singh Yadav |
Chairperson |
Non-Executive - Independent Director |
2. Geeta Sharma |
Member |
Non-Executive Non-Independent Director |
3. Jaitender Kumar |
Member |
Non -Executive Non-Independent Director |
* Mr. Abhay Upadhyay resigned from the post of chairmanship of the
committee on 26.08.2022, Mr. Ashish Singh Yadav was elected as chairman of the Committee
w.e.f. 26.08.2022, appointed as non - executive. Independent director at the board meeting
of the company held on 26.08.2022.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors selected such accounting policies and applied them
consistently and made judgments 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 and loss of the company for that period;
(c) the directors took 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;
(d) the directors prepared the annual accounts on a going concern
basis;
(e) the directors laid down internal financial controls to be followed
by the company and that such internal financial controls were adequate and operating
effectively;
(f) the directors devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions were placed before the Audit Committee
for prior approval. Prior omnibus approval of the Audit Committee was obtained for the
transactions which were repetitive in nature except when the need for them could not be
foreseen in advance.
All related party transact ions entered during the year under review
were in the ordinary course of business and were in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI Listing Regulations.
The particulars of such transactions are disclosed in the notes to the
financial statements. The nature of related party transactions require disclosure in
AOC-2, the same is attached with this Report.
The Company has formulated a policy on materiality and on dealing with
Related Party Transactions and same can be accessed at www.muksug.in>about
us>policy.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there were no such orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operation in future.
AUDITORS AND AUDITOR'S REPORT
A) Statutory Auditors
M/s SSVS & Co Chartered Accountants (FRN: 021648C), appointed
as a statutory Auditor of the Company for a period of five years, at the Annual General
Meeting held on September 30,2021 from the conclusion of 30th AGM till the conclusion of
the 35th AGM.
The Report given by the Statutory Auditors M/s SSVS & Co., on the
financial statements along with the notes to the financial statements of the Company for
the financial year 2022-23 is forming part of the Annual Report. The observations and
comments given by Auditors in their report read together with notes to Accounts are
self-explanatory and hence do not call for any further comments under section 134 of the
Act. However, the clarification/explanation on the qualifications in the Auditors' Report
are as under: -
(i)
Auditor's Remarks |
Management Remarks |
4th Quarter ended 31st March, 2023
stock statement reports filed by the company are found to be not in agreement to books of
account and other records of the company. The details of differences in values are as
under |
There is no difference in Quantity of stock,
however due to different valuation method the differences in value of stocks are
reflecting in Books of Accounts and Stock Statement. |
(Rs. in Lakhs)
Quarter |
Value of stock as per books |
Value of stock as per stock statement |
Differences |
4th Quarter ended 31.03.2023 |
21451.88 |
21415.98 |
35.90 |
In respect of other quarter records were not made available
to us as such we are unable to comment on difference, if any. |
Documents were lying with cost auditors for tabulation
therefore could not be presented for verification. |
In our opinion and according to the information and
explanations company has not defaulted in repayment of loans or other borrowings or in the
payment of interest thereon to any lender except the following as stated in the Auditors
Report. |
The Company has repaid all dues within the stipulated time
period as prescribed under RBI Guidelines, appertain to repayment of Loans and /or payment
of interest thereon, Flowever, noting is overdue till the closure of the financial year. |
According to the information and explanations given to us,
the disputed statutory dues of Sales tax, Excise duty and Income Tax aggregating to Rs.
946.10 Lakhs that have not been deposited. |
As explained by the Statutory Auditor's in their Auditor's
Report the disputes are pending with various forum, once the dispute will settle or the
instructions will be issued by the Forum, the Company shall act, accordingly. |
(B) Cost Auditor
M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar (Firm
Registration No. 100123) carried out the cost audit for applicable business during the
year. The Board of Directors has appointed them as Cost Auditors for the financial year
2023-24. The remuneration payable to the Cost Auditors is required to be placed before the
members in a general meeting for their ratification. Accordingly, Resolution seeking
members ratification for the remuneration payable to M/s Khushwinder Kumar & Co., Cost
Auditors is included as item No. 3 of the notice convening the Annual General Meeting.
(C) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Lalan Kumar Singh (FCS: 7837, COP: 8544), Company Secretary in
practice, Delhi to conduct the Secretarial Audit of the Company for the financial year
2022-23. The Secretarial Audit Report is annexed herewith as Annexure- B.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion &
Analysis, which form part of this Report, are set out as separate Annexures together with
the Certificate from the auditors of the company regarding compliance of conditions of
Corporate Governance as stipulated in Regulation 34 read with Schedule)/ of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure-C.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect to the remuneration of the employees of the
Company, are not applicable to the company.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-D
to this report.
LISTING
The shares of the company have been listed in Bombay Stock Exchange
Limited (BSE Limited).
FRAUD
There was no case of any fraud reported during the financial year under
report.
ANNUAL RETURN
A Copy of annual return for FY 2021-2022 has been placed on the website
of the Company www.muksug.in.The same will be done for FY 2022-2023 after conclusion of
the 32nd AGM.
SECRETARIAL STANDARDS
The Board of Directors hereby affirms that your Company has adhered to
the Secretarial Standards as prescribed by the Institute of Company Secretaries of India
during the financial year under report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In terms of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has an internal complaints committee in
place, which registers the complaints made by any aggrieved woman for upholding the
Justice.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing
overall corporate reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the
socioeconomic and environmental dimensions and contribute to sustainable growth and
development.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Company's customers, vendors, bankers,
auditors, investors. Government authorities and stock exchanges during the year under
review. Your Directors place on record their appreciation of the contributions made by
employees at all levels. Your Company's consistent growth was made possible by their hard
work, solidarity, co-operation and support.
|
For and on behalf of the Board |
|
Indian Sucrose Limited |
|
(Kunal Yadav) |
(Jaitender Kumar) |
Date: 31.08.2023 |
Managing Director |
Director |
Place: Mukerian |
(DIN: 01338110) |
(DIN: 08164429) |
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