Prudential Sugar Corporation Ltd.
|BSE: 500342||Sector: Agri and agri inputs|
|NSE: PRUDMOULI||ISIN Code: INE024D01016|
|BSE 05:30 | 01 Jan||Prudential Sugar Corporation Ltd|
|NSE 05:30 | 01 Jan||Prudential Sugar Corporation Ltd|
|BSE: 500342||Sector: Agri and agri inputs|
|NSE: PRUDMOULI||ISIN Code: INE024D01016|
|BSE 05:30 | 01 Jan||Prudential Sugar Corporation Ltd|
|NSE 05:30 | 01 Jan||Prudential Sugar Corporation Ltd|
Your Directors have pleasure in presenting the 25th Annual Report and the AuditedFinancial Statements for the Financial Year ended March 312016.
The performance for the Financial Year ended March 312016 is as under:
State of the Company's Affairs
During the crushing season 2015-2016 Company has crushed 296278 MT's of cane as against302799 MTs of cane crushed during crushing season 2014-15. The average recovery during theyear under review 7.53% as against 9.10% during last crushing season
Your Directors are hopeful of better performance with increased revenue in the nextyear.
Sugar Industry Overview
For the sixth consecutive year the world sugar production has recorded a surplus withmajor contribution coming from Brazil and India. Due to excess production theinternational price registered a huge fall which was the lowest in six years. The scenarioin India is no different with the production outstripping demand for the sixth year insuccession. A carryover stock of 9.08 million tonnes of previous years and estimatedsurplus production led to a crash in sugar price to around Rs. 21.50 per kg by July 2015.
However the introduction of Minimum export quota on all sugar mills linked withincentive to the farmers has helped to improve the sugar price. Further due to the droughtconditions prevailing in Maharashtra and parts of Karnataka the production estimates wererevised downward to 25.1 Million
tonnes for the sugar year 2015-16. This has helped in firming up of sugar price furtherfrom December 2015 onwards and reached Rs.33/kg level by end March 2016.
The following were the major developments that had taken place during the year underreview.
a. Govt. of India has introduced "minimum indicative export quota" (MIEQ) toall sugar mills in order to liquidate some amount of surplus sugar from the market.Further a direct incentive of Rs.45 per Ton of cane was also announced to the farmers ofthose mills which comply with the obligation (i.e. 80% of MIEQ) in order to compensatethe losses incurred through such exports.
b. Excise duty is exempted for Ethanol supplied to Public Sector Oil Companies underEthanol Blending Program (EBP) with effect from 1st October 2015.
c. Excise duty on Molasses used for production of Ethanol is exempted with effect from1st October 2015.
d. Government of India has notified an interest subsidy soft loan for one-year period.Under the said Scheme the interest subvention will be 12% borne by the Government of Indiaand interest over and above that will be borne by the Company. The maximum eligible amountto each mill under this scheme shall be 11% of the value of sugar produced during thesugar year 2013-14.
Authorized Share Capital
During the year under review there was no change in authorized share capital of theCompany. Authorized share capital of the company as on March 312016 wasRs.750000000/- comprising of 50000000 equity shares of Rs.10.00 each and 5000000Nos. of 16% Cum Redeemable Preference shares of Rs.50/-.
Paid-up Share Capital
During the Financial Year 2015-16 there was no change in paid up share capital of theCompany. Paid up share capital of the company as on March 312016 was Rs. 372070000/-comprising of the following 15406400 equity shares of Rs.10/- each 10345600 Equityshares of Rs.10/- each (Converted from 2586400 Equi-pref Shares of Rs 40/- each) 2000016% Cum. Redeemable Pref. Shares of Rs.40/- each (Rs.10/- converted into Equity) 6500000Equity shares of Rs.10/- each
Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
The Company has not issued any bonus shares during the year under review.
Employees Stock Option
The Company has not provided any Stock Option Scheme to the employees.
Your Directors have not recommended any dividend on Equity Shares for the year underreview.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be transferred to GeneralReserves during the year under review.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.
Listing of Equity Shares
The Company's Equity shares are listed at the following Recognized Stock Exchange:
BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai-400 001; and
The Company has paid the Annual Listing Fees to the said Stock Exchanges for thefinancial year 2015-16.
The Board of Directors of the Company has decided that the Company may go for voluntarydelisting of its shares on the National Stock Exchange Limited while it remains listed onthe BSE Ltd in terms of SEBI Listing.
Pursuant to the Board Resolution the Company has initiated steps to comply with allthe necessary procedural formalities for revocation of suspension of its shares on BSELimited and simultaneously also initiated the process of delisting of its shares from NSE.The Company is hopeful that the entire process will be completed as early as possible.
Subsidiaries Aassociates and Joint venture
The Company doesn't have any Subsidiaries Joint Ventures and Associate Companies.
Number of Meetings of the Board of Directors
The Board of Directors duly met 9 times during the financial year from 1st April 2015to 31st March 2016 the details of which are given in the Corporate Governance Report.The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013 and Secretarial Standard -1.
Independent Directors' Meeting
The Independent Directors met on 12.02.2016 without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of NonIndependent Directors and the Board as a whole; the performance of theChairman of the Company taking into account the views of Executive Director andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
Directors Responsibility Statement as required under Section 134 of the Companies Act2013
Pursuant to the requirement under Sec 134 (3)(C) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement the Board of Directors of the Companyhereby confirms that:
i. in the preparation of the Annual Accounts the applicable accounting standards havebeen followed;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and Statement ofProfit and Loss of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the Annual Accounts for the Financial Year ended March312016 on a going-concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149
The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
Management Discussion and Analysis
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis given below discusses the key issues concerning the business andcarried out by the Company and the same is enclosed as Annexure - I to this Report.
Management of Risks
There is considerable pressure to keep up the realization from the sale in view ofhighly competitive market.
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company ie. (a) networth of the Company to be Rs.500 crore or more; or (b)turnover of the company to be Rs. 1000 crore or more; or (c) net profit of the company tobe Rs. 5 crore or more. As the Company does not fall under any of the threshold limitsgiven above the provisions of section 135 are not applicable to the Company.
The Composition of the Audit Committee is provided in the Corporate Governance Reportforming part of this report. All the recommendations made by the Audit Committee wereaccepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of the following Directors namelyMr.Y Ravinder Reddy Chairman Ms. Sadhana Bhansali Mr. Kishore Jhunjhunwala Mr. KurraSubba Rao
P Brief description of terms of reference:
Identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardfor their appointment and removal;
carry out the evaluation of every Director's performance;
formulation of the criteria for determining qualifications positive attributesand independence of a Director;
recommend to the Board a Policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees;
formulation of criteria for evaluation of Independent Directors and the Board;
devising a policy on Board diversity; and
any other matter as the Board may decide from time to time.
P Nomination and Remuneration policy
In compliance to the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Nomination and Remuneration Committee has recommended to the Board a Nomination andRemuneration Policy with respect to appointment / nomination and remuneration payable forthe Directors Key Managerial Personnel and senior level employees of the Company. Thesaid policy has been adopted by the Board and the same was discussed in the CorporateGovernance Report. We affirm that the remuneration paid to the Directors is as per theterms laid out in the nomination and remuneration policy of the Company.
Particulars of Loans Guarantees or Investments under Section 186
The Company has not given any Loans Guarantees and made Investments during theFinancial Year ended on March 312016 in compliance with the provisions of Section 186 ofthe Companies Act 2013 read with Companies (Meetings of Board and its Powers) Rules2014.
Particulars of Contracts or Arrangements with Related Parties Referred to inSub-Section (1) of Section 188
All transactions entered into by the Company with Related Parties were in the ordinarycourse of business and are at Arm's Length pricing basis. The Audit Committee grantedapprovals for the transactions and the same were reviewed by the Committee and the Boardof Directors.
There were no materially significant transactions with Related Parties during thefinancial year 2015-16 which were in conflict with the interest of the Company. Thedetails of contracts and arrangements with related parties as referred to in Section188(1) of the Companies Act 2013 were given as Annexure - II to the Board's Report inform No: AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014.
During the year under review there are no contracts / arrangements / transactionsentered into by the Company during the financial year with related parties and do notattract the provisions of Section 188 of the Companies Act 2013.
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - II to this Report.
The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - III to thisReport.
Mechanism for Evaluation of Board
Pursuant to section Sec 134 (3)(q) read with Rule 8 (5) (viii) of Cos (Accounts) RulesEvaluation of all Board members is done on an annual basis. The evaluation is done by theBoard Nomination and Remuneration Committee and Independent Directors with specific focuson the performance and effective functioning of the Board and Individual Directors.
A. Criteria for evaluation of Board of Directors as a whole
i. The frequency of meetings;
ii. The length of meetings;
iii. The administration of meeting;
iv. The number of committees and their roles;
v. The flow of information to board members and between board members;
vi. The quality and quantity of information; and
vii. The disclosure of information to the stakeholders.
B. Criteria for evaluation of the Individual Directors
i. Ability to contribute and monitor corporate governance practices;
ii. Ability to contribute by introducing best practices to address top managementissues;
iii. Participation in long term strategic planning;
iv. Commitment to the fulfillment of director obligations and fiduciaryresponsibilities;
v. Guiding strategy;
vi. Monitoring management performance and development;
vii. Statutory compliance & Corporate governance;
viii. Attendance and contribution at Board /Committee meetings;
ix. Time spent by each of the member; and
x. Core competencies.
Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year
In terms of Section 152 of the Companies Act 2013 Mr. Vinod Baid Director wouldretire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. VinodBaid has offered himself for reappointment.
Mr. K. Subba Rao who was re-appointed as a Whole Time Director of the Company by theBoard of Directors with effect from 13.08.2016 in the category of Executive Directorsunder the provisions of the Companies Act 2013 and Regulation 25 of the ListingRegulation 2015.
Based on the confirmation received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.
There was no other appointment or cessation of appointment of Key Managerial Personnelduring the financial year.
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.
At the Annual General Meeting held on September 30th 2014 M/s. Laxminiwas & JainChartered Accountants (Firm Registration No. 001859S) Hyderabad were appointed asStatutory Auditors of the Company to hold office for a period of three years i.e. tillthe conclusion of the 26th Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors shall be placed for ratification at every Annual General Meeting.Accordingly the said appointment of M/s. Laxminiwas & Jain Chartered AccountantsHyderabad as Statutory Auditors of the Company is placed for ratification by theShareholders. In this regard the Company has received a certificate from the Auditors tothe effect
that if their appointment is ratified it would be in accordance with the provisions ofSection 141 of the Act. The Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
Qualification by Statutory Auditor
Information & Explanation in respect of Qualification / Reservation or Adverseremarks contained in Independent Auditors Report under Paras: Basis for Qualified opinion:
A. Regarding Business Transfer Agreement with Natems Sugar Limited the execution ispending due to legal order and other conditions Refer Note No. 23 (d) - impact of thesame on Assets/ Liabilities and Loss of the company is unascertained.
B. Inspite of continues erosion of networth position of excess of current liabilitiesover current assets and uncertainty associated with operations of the company theAccounts of the Company are prepared on going concern basis.
C. Since all the shares of the Company were converted into equity Share the Company didnot redeem the 16% Redeemable Cumulative Preference Shares and did not provide for arrearsof dividend thereon
D. In view of very limited strength of employees presently working with the Companythe requirements of AS-15 Employee Benefits in respect of gratuity could not be compliedwith. However provision for gratuity as required under Payment of Gratuity Act has beenprovided for.
E. The company could not get confirmation of balances in respect of Trade Receivablesand Trade Payables other than due from/to related parties as most of them are very old andpresently no transactions are being taken place with them.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s. R.N. Goswami & Co Practicing Company Secretaries for conducting SecretarialAudit of the Company for the financial year 2015-2016. The Secretarial Audit Report isannexed herewith as Annexure - IV. Board Response:
Due to the management dispute marked by the ROC the Company could not be file certainforms and now the Company had been in the process to file all the Forms with ROC.
In pursuance of Section 138 of the Companies Act 2013 read with rules made thereunder the Board of Directors of the Company has appointed a group of officers as InternalAuditors of the Company to carry out internal auditing of books of accounts periodically.
Internal financial control and its adequacy
The Board of your Company has laid down internal fi-nancial controls which comply withthe provisions of the Companies Act 2013 and Listing Regulation with Stock Exchange andthat such internal -financial controls are adequate and operating effectively. YourCompany has adopted policies and procedures for ensuring the orderly and efficient conductof its business including adherence to the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosures.
The Company is committed to good corporate governance in line with the ListingAgreement (up to
30th November 2015) and Schedule V of Listing Regulations2015 (with effect from 1stDecember 2015) and Provisions Rules and Regulations of the Companies Act 2013. TheCompany is in compliance with the provisions on corporate governance specified in theListing Agreement with BSE. A certificate of compliance from M/s. Laxminiwas & Jain apracticing Chartered Accountants and the report on Corporate Governance form part of thisDirectors' Report.
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims at conducting the affairs of the company in a fair and transparent manner by adoptinghighest standards of professionalism honesty integrity and ethical behavior. Allpermanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.
Secretarial Auditor Report
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s R.N.Goswami & Co. Company Secretaries as Secretarial Auditors toconduct Secretarial audit of the company for the Financial year ended on March 312016.
Secretarial Audit Report issued by R.N.Goswami Proprietor of M/s R.N.Goswami &Co. Company Secretaries in form MR-3 is enclosed as Annexure - IV to this Annual Report.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - V to this Annual Report.
There are no employees whose particulars need to be furnished pursuant to Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
1. The Company has set internal control systems to maintain accurate and completeaccounting records to safeguard its assets to prevent and detect any frauds and errors.
2. The Company has appointed Internal Auditors to observe the Internal Controlswhether the workflow of organization is being done through the approved policies of theCompany. In every Quarter during the approval of Financial Statements Internal Auditorswill present the Internal Audit Report and Management Comments on the Internal Auditobservations; and
3. The Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Fixed Assets Policy Whistle Blower Policy Policy to determineMaterial Subsidiaries and such other procedures for ensuring the orderly and efficientconduct of its business for safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
The names of companies which have become or ceased to be Company's Subsidiaries jointventures or associate companies during the year --- NIL --Change in the nature ofbusiness
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
The Board of Directors of the Company at its meeting held in the Month of August 2014considered the proposal of the Chairman and based a Resolution to sell transfer assigndeliver novate or dispose of the sugar business of the Company to a prospective investornamely Natems Sugar Private Limited subject to necessary approvals consents permissionsand sanctions from Banks Institutions and other Secured Creditors in whose favor chargeof the assets of the Company was existing and also subject to the approval ofshareholders. Accordingly a Resolution was put to vote through postal ballot in terms ofSection 180(1)(a) of the Companies Act 2013 to seek the assent/ dissent of theshareholders.
However upon completion of the process of postal ballot (physical & e-voting) theCompany had received an ad-interim injunction order passed by the Hon'ble Court of IIAdditional Chief Judge City Civil Court Hyderabad against the petition filed by aninvestor pursuant to which the activities to follow the Postal Ballot were kept on hold.After the said injunction was vacated on 31.03.2015 the company had completed the rest ofthe activities relating to the postal ballot through which the said Resolution was givenassent by 99.96% of the shareholders.
The Board of Directors of the Company during its meeting in November 2014 felt thatthere was an urgent need to make the operations and management of the Company moreeffective in terms of optimization of sugarcane yield and also recovery of sugar by makingmeaningful use of the skills of the employees and also improve the administrativemanagement of the Company. Accordingly the Company had engaged the services of NandaVentures Private Limited a Company which has extensive experience and expertise inoperating and managing the sugar factories by entering into an Operation and ManagementAgreement on specific terms and conditions to ensure the desired results.
Subsequently in the month of April 2015 after vacation of interim injunction and theResolution passed by the shareholders the Company had entered into a Business TransferAgreement with Natems Sugar Private Limited whereby the Operations and ManagementAgreement signed with Nanda Ventures Private Limited stood terminated.
Consequent upon signing of the Business Transfer Agreement the operations of theCompany are being managed by Natems Sugar Private Limited as per the terms and conditionsstipulated in the said Agreement. However the transfer of the sugar business is notcompleted in all respects and the conveyance of the assets of the sugar business has notbeen executed owing to pendency of the Appeal against the order passed by the Lower Courtdismissing the ad-interim injunction in the Hon'ble High Court of Judicature atHyderabad.
The said Appeal was disposed off by the Hon'ble High Court of Judicature at Hyderabadon 13.04.2016 with a direction that the Company shall maintain the status quo existing ason 31.03.2015 in respect of its business assets liabilities encumbrances etc. andgranted 60 days time to comply with the order. The Company preferred an Appeal before theHon'ble Supreme Court of India by filing a Special Leave Petition (SLP) and upon hearingthe said SLP the Hon'ble Supreme Court was pleased to pass an order extending the time tocomply with the direction of the Hon'ble High Court of Judicature at Hyderabad till nexthearing.
The details of the cases filed:
The Registrar of Companies has marked the Company as having Management Dispute based onan investor complaint in April 2015.
The Company has filed the said Writ Petition in the Hon'ble High Court of Judicature ofHyderabad for the State of Telangana and the State of Andhra Pradesh seeking direction toROC to demark the company. The Writ Petition has been heard by the Hon'ble Court and theorders are reserved as on date.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
During the financial year ended 31st March 2016 the Company has not received anyComplaints pertaining to Sexual Harassment.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effective1st December 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company entered intoListing Agreement with BSE Limited during December 2015
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.
i. Whistleblower Policy (Policy on vigil mechanism)
The Company has adopted the whistleblower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics. There has been no change to the Whistleblower Policyadopted by the Company during fiscal 2016.
ii. Policy for Determining Materiality for Disclosures
This policy applies to disclosures of material events affecting PSCL. This Policy is inaddition to the Company's Corporate Policy Statement on investor relations which dealswith the dissemination of unpublished price-sensitive information.
iii. Policy on Document Retention
The policy deals with the retention and preservation of corporate records of theCompany.
The Company believes that the quality of its employees is the key to its success in thelong run and is committed to provide necessary human resource development and trainingopportunity to equip them with skills which would enable them to adapt contemporarytechnological advances.
The Directors take this opportunity to place on record their sincere thanks to theBanks and Financial Institutions Insurance Companies Central and State GovernmentDepartments and the shareholders for their support and co-operation extended to theCompany from time to time. Directors are pleased to record their appreciation of thesincere and dedicated services of the employees and workmen at all levels.