for the year ended 31st March 2019
Your Directors have the pleasure of presenting their report as a part of the 43rdAnnual Report along with the Audited Accounts of the Company for the year ended 31stMarch 2019.
The financial results of the Company are summarised below:
(B in Lacs)
| ||Standalone ||Consolidated |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operations ||428577.51 ||440072.06 ||428577.51 ||440072.06 |
|Profit before financial costs tax depreciation and amortisation exceptional items and other comprehensive income ||73181.91 ||47937.54 ||73181.91 ||48193.40 |
|Less: Finance costs ||4093.51 ||5203.00 ||4093.51 ||5203.00 |
|Less: Depreciation and amortisation expense ||9585.13 ||9516.41 ||9585.13 ||9516.41 |
|Profit before share of profit of associates and tax ||- ||- ||59503.27 ||33473.99 |
|Add: Share of profit of associates ||- ||- ||675.48 ||1041.11 |
|Profit before tax ||59503.27 ||33218.13 ||60178.75 ||34515.10 |
|Less: Tax expense ||2439.41 ||11106.26 ||2596.77 ||11348.80 |
|Profit for the year ||57063.86 ||22111.87 ||57581.98 ||23166.30 |
|Other comprehensive income (net of tax) ||(513.88) ||(455.20) ||(514.31) ||(456.74) |
|Total comprehensive income for the year ||56549.98 ||21656.67 ||57067.67 ||22709.56 |
Dividend and its Distribution Policy
In terms of the Dividend Distribution Policy of the Company the Board of Directors ofthe Company declared an interim dividend of 250% (i.e. C2.50 per share on Equity Shares ofthe face value of C1/- each) for the financial year ended 31st March 2019. Total outgo onthe interim dividend was C6884.86 Lacs (including dividend distribution tax of C1173.90Lacs). The said Policy has been annexed to this Report as Annexure - I and the same isalso available on the website of the Company at the following web-link:http://chini.com/wp-content/ uploads/2018/07/DividendffDistributionffPolicyff2017.pdf
The Board has not proposed any final dividend for the financial year ended 31st March2019 and accordingly the interim dividend paid during the year shall be treated as finaldividend.
Reserves and surplus
It is proposed to transfer an amount of H25022.09 Lacs to the General Reserves.
The operational data of the Company for the last two sugar seasons and financial yearsare as under:
| ||Sugar season ||Financial year |
|Particulars ||2018-19 ||2017-18 ||31.03.2019 ||31.03.2018 |
|Sugarcane crushed (in lac quintals) ||1054.84 ||1095.12 ||1103.62 ||927.83 |
|Sugar produced (in lac quintals) ||123.91 ||118.71 ||127.81 ||100.56 |
|Recovery (%) ||11.75 ||10.84 ||11.58 ||10.86 |
Industry scenario and outlook
Current sugar season 2018-19 commenced with a carryover stock of around 10.7 milliontonnes. Initially the sugar production for the current sugar season was estimated to be35.5 million tonnes significantly higher than the production of 32.5 million tonnes inthe last sugar season 2017-18. As the season progressed estimates of sugar production wererevised downwards multiple times on account of white grub infestation in Maharashtra redrot in certain parts of Uttar Pradesh and drought in certain parts of the country.Finally the country is expected to produce ~32.8 million tonnes of sugar which isslightly higher than last seasons production.
As a result of back to back higher production in two years the opening inventory ofsugar for next season stands at ~14 million tonnes (considering that 3.5 million tonnes ofsugar will be exported by September 2019). A muted domestic consumption growth has madethe demand-supply scenario vulnerable.
Uttar Pradesh Maharashtra and Karnataka are the three largest sugar producing statesin the country. Uttar Pradesh is expected to produce ~11.8 million tonnes compared to 12.1million tonnes in the previous season Maharashtra ~10.75 million tonnes compared to 10.7million tonnes in the last season and Karnataka ~4.4 million tonnes compared to 4.5million tonnes in the previous season.
Sugar industry was under severe crisis owing to higher production of sugar in sugarseason 2017-18 and anticipated higher production in sugar season 2018-19 as the sugarprices tumbled to a low of C27 per kilogram in the month of May 2018. This led the CentralGovernment to take the following steps in order to arrest the downfall in sugar prices sothat payment to farmers for cane price could be made:
Announced the Minimum Selling Price (MSP) of sugar at C29 per kilogram in June2018. MSP is the ex-factory price (excluding GST and transportation charges) below whichno sugar mills can sell sugar in India. The said MSP was further raised to C31 perkilogram in February 2019.
Continuation with various policies announced last year viz.
higher custom duty on import
zero customs duty on export of sugar
stock holding limits on the mills.
Even after the announcement of aforesaid policies cane arrears continued to remain inexcess of C20000 crores on PAN India basis. Realizing the gravity of the situation boththe Central Government and the Government of Uttar Pradesh announced various additionalmeasures.
Measures announced by Central Government were:
Creation of buffer stock of 3.0 million tonnes of sugar w.e.f 01.07.2018 forwhich the Central Government will bear the carrying cost for one year.
Notified the Scheme of Minimum Indicative Export Quota of 5.0 million tonnes forthe sugar season 2018-19.
Announced reimbursement of defraying expenditure towards internal transportfreight handling and other charges for export of sugar under Minimum Indicative ExportQuota.
Allowed Ethanol to be produced from B-heavy molasses route and from 100%Sugarcane Juice and announced higher supply prices at C52.43 per litre and C59.13 perlitre respectively.
Further the prices of Ethanol made out of C-heavy molasses was also raised to C43.46per litre from C40.85 per litre.
Approved soft loan of C4400 crores through banks which was subsequently raisedto ~C21000 crores for setting up of distilleries / expansion of existing distillerieswhich would also facilitate diversion of sugar into production of Ethanol through B-heavy/Cane juice route.
Reduced GST on Ethanol from 18% to 5%.
Announced production subsidy @ C13.88 per quintal to off-set the cost ofsugarcane.
Notified the scheme for extending soft loans to the extent of C10540 crores tosugar mills with a view to facilitate payment of cane dues of the farmers for the currentsugar season. Measures announced by State Government of Uttar Pradesh were:
Announced the subsidy of C4.50 per quintal of sugarcane for sugar season 2017-18to off-set the cost of sugarcane.
Announced a Scheme of Soft Loan for the mills for a tenure of 5 years at @5%p.a. interest to help millers make payment of sugarcane dues for the sugar season 2017-18.
Inspite of plethora of steps taken by both the Governments the sugar industry hasstill not fully come out of the woods in view of very high inventory and as such moreproactive measures needs to be taken in order to safeguard the interest of the various stakeholders.
Central Government needs to announce ~5-7 million tonnes of mandatory exportquota for raw and white sugar by August-September 2019 so that mills can start producingfrom October 2019 assisted by the production subsidy.
Cane pricing policy needs to be scientifically restructured that takes intoaccount a long-term perspective.
Increase in Ethanol prices / Minimum Selling Price of sugar.
Announce buffer stock of 4 to 5 million tonnes of sugar for 1-2 years cost ofwhich to be reimbursed by Central Government.
State Governments need to provide subsidies with respect to cane price arrears
Staggered cane price payment structure needs to be provided to farmers.
An aggressive export policy needs to framed and implemented with Indiasneighbouring countries under preferential arrangements.
These steps need to be undertaken on top priority basis as the crisis is grave innature with the need to reduce sugar inventory as quickly as possible.
The global sugar environment has been slightly on the positive side with respect todemand supply situation. Global surplus estimates on a y-o-y basis has come down from 2.2million tonnes to a deficit of 2.0 million tonnes due to decline in sugar production fromBrazil and EU. It is also expected that 2019-20 production and consumption trend may notsee any major change as against 2018-19 scenario. Sugar production in Brazil is expected~29.5 million tonnes in 2018-19 on account of climatic conditions and higher switch toEthanol. Experts feel that Brazil will cut down its sugar output in the next seasonfollowing the global glut and depressed prices. This may result in Brazil concentratingmore on ethanol owing to the better price parity on offer. Production in Thailand isexpected to be ~13.5 million tonnes with exports estimated at ~11 million tonnes. EU isexpected to produce ~17.2 million tonnes with expectation of ~2.4 million tonnes ofexport. Chinas production in 2018-19 is estimated ~10.5 million tonnes. With anincrease in the customs duty on sugar imports Chinas import dropped considerably.The key unknown factor currently could be the expected monsoon in India and Thailand whichcould impact the international prices of sugar. Raw sugar prices were range bound between11-12 cents per pound owing to the demand-supply mismatch and export announcement made byIndia. Apart from this fundamental factor or else any unforeseen Oil pricesurge/geopolitical events we do foresee global surplus disruption possibility and expectin a normal scenario that the price action may remain range bound within 12 to 13 centslevel in near to intermediate time frame.
BCMLs performance during 2018-19
Revenues earned from operations during the year stood at C427623.06 lac for the yearended 31st March 2019 as compared to C440072.06 lac for the previous year. Revenueswere lower mainly on account of lower sugar realisations which stood at C29.55 perkilogram as compared to C35.56 per kilogram in previous year. Sugar recovery increased to11.58% during the financial year compared to 10.86% in the previous year. The alliedsegments i.e. distillery and cogeneration delivered healthy performances. The Companyearned a total comprehensive income of C56549.98 lac during the year ended 31st March2019 compared to C21656.67 lac in the previous year.
Segment-wise performance and outlook
During the financial year ended 31st March 2019 sugarcane crushing stood at 1103.62lac quintals as compared to 927.83 lac quintals in the previous year an increase of 18.9%over previous year. This was on account of higher sugarcane crushing during April and May2018 as compared to last year. Sugar recovery increased to 11.58% as compared to 10.86%achieved during the previous year owing to a higher proportion of early variety sugarcaneand favourable weather conditions. The Company continued to work closely with farmers andemphasised more on cane development activities to increase the sowing of early canevarieties which enabled the Company to achieve higher recovery rates. The Company isadvising farmers to use the correct agro-inputs so as to increase farm yields and supportclean cane quality. Decisive steps were also taken to educate cane growers on modernagricultural practices.
During the year the Company sold 115.30 lac quintals of sugar [including despatch of16.67 lac quintals for fulfilling the obligation under the Minimum Indicative Export Quota(MIEQ)] at an average realisation of C29.55 per kilogram compared to 102.95 lac quintalsat an average realisation of C35.56 per kilogram in the previous year. Average realizationof free sale of sugar (i.e. excluding quantity despatched under MIEQ) for the financialyear ended 31st March 2019 stood at C30.96 per kilogram.
Sugar inventory as on 31st March 2019 stood at 72.37 lac quintals valued at ~ C29.44per quintal as compared to 59.98 lac quintals valued at ~ C25.87 per quintal in theprevious year.
The Companys distillery segment performed very well. The Company produced 1065.67lac bulk litres of alcohol during the year ended 31st March 2019 compared to 810.03 lacbulk litres during the previous year an increase of 31.56% over the previous year. TheCompany was able to run its plants for a higher number of days to produce more alcohol asa result of zero liquid discharge status at all the three distillery units of the Company.Going forward the production of alcohol is expected to increase further owing to proposedaddition of 160 KLPD distillery at Gularia Unit as well as the Companys intention toproduce Ethanol through B-heavy molasses route for which the Central Government has fixedthe higher supply price of C52.43 per litre as against the price of C43.46 per litre forEthanol made out of C-heavy molasses. The capacity addition at Gularia is expected to comein operation by 31st December 2019. Sales during the year stood at 1108.98 lac bulk litrescompared to 806.59 lac bulk litres during the previous year. Ethanol sales constituted97.2% of the total segmental volume during the year. The average realisation of Ethanolstood at C41.68 per bulk litre as compared to C39.46 per bulk litre in the previous year.Blended realization for the total alcohol sales stood at C41.29 per bulk litre as comparedto C39.15 per bulk litre in the previous year. Ethanol blending has been increasing on PANIndia basis. For the current supply period December 2018 to November 2019 blending isexpected to be ~7.5% as compared to ~4% in previous year.
The performance of the cogeneration segment remained stable during the year. Totalpower generated during the year stood at 10497.13 lac units compared to 8740.91 lacunits in the previous year an increase of 20.1% as a result of higher availability ofbagasse. Power exported to the Uttar Pradesh Power Corporation Limited stood at 6637.72lac units as against 5679.85 lac units in the previous year an increase of 16.9%. Theaverage realisation per unit stood at C4.94 as compared to C4.81 in previous year. Salesfrom renewable energy certificates (REC) during the year stood at C300.79 lac due tolower stock of REC available for sale as compared to C3927.04 lac in previous year. Asof 31st March 2019 the Company did not hold any renewable energy certificates. UttarPradesh Electricity Regulatory Commission (UPERC) has come out with the draft guidelinesfor the fixation/revision of the power tariff. As per the said guidelines the power tariffis proposed to be lower. Industry is in dialogue with the State Government and UPERC forfixation of reasonable power tariff.
The Company also manufactures Granular Potash Fertilizer Bio-Zyme Bio-Pesticides forthe healthy and salubrious growth of sugar-cane and also provide soil health cards to thefarmers by analysing the soil samples of the farmers. It produces mainly three productsnamely Granular Potash Jaiv-Shakti and Paudh-Shakti. These products provide plants tosustain under the draught conditions increases metabolism and root development. TheCompany sells these products to our farmers at subsidised rates and to the Indianfertilizer giant IFFCO. Due to very heavy demand of the product the Company has increasedthe production capacity by putting another factory at Mankapur Unit. The Company has soldapprox. 15000 MTs of Granular Potash in financial year 2018-19. Revenues during the yearstood at C802.75 lacs as compared to C47.58 lacs in previous year.
A detailed analysis of the Companys operations expectations and businessenvironment has been provided in the Management Discussion and Analysis section whichforms a part of this Report.
Governmental policies related to the Sugar Industry
The salient features of the major policies relating to the sugar industry are mentionedhereunder:
l The Central Government increased the FRP for sugarcane for the 2018-19 sugarseason to C275 per quintal (from C255 per quintal during last sugar season) (linked to abasic recovery of 10.00% (last year 9.50%). l The Government of Uttar Pradeshmaintained the SAP of sugarcane for the 2018-19 sugar season at C315 per quintal for thenormal variety of sugarcane. Additionally a society cane commission of C5.50 per quintalof sugarcane was announced for the sugar season 2018-19 as compared to C4.50 per quintalof sugarcane during last sugar season. l The Central Government for the first timeannounced the Minimum Selling Price (MSP) of sugar at C29 per kg in June 2018 which wasraised to C31 per kg in February 2019. MSP is the ex-factory price below which no sugarmill can sale sugar in India. l The Central Government increased the supply priceof ethanol at C43.46 per litre C52.43 per litre and C59.13 per litre for the supplyperiod between December 2018 and November 2019 for Ethanol produced from C-heavy molassesB-heavy molasses and Direct Cane Juice respectively.
Subsidiary and Associate Companies
No body corporate has become or ceased to be a subsidiary joint venture or associatecompany during the year. Details of the Associate Companies of the Company are given inthe Extract of the Annual Return in Form MGT-9.
Consolidated Financial Statements
In compliance with the provisions of the Companies Act 2013 (as amended) (the"Act") and implementation requirements of the Indian Accounting Standards Ruleson accounting and disclosure requirements as applicable and as prescribed underRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended (the "Listing Regulations") the Audited ConsolidatedFinancial Statements form part of this Annual Report.
Pursuant to Section 129(3) of the Act a statement in Form AOC-1 containing the salientfeatures of the financial statements of the Companys Associate companies is alsoprovided in this Annual Report.
The audited financial statements of the Company including the consolidated financialstatements and related information of the Company are available on the website of theCompany at www. chini.com. Since the Company doesnt have any subsidiary therequirement under Section 136 of the Act about separate financial statements do not applyto it.
During the year 2018-19 the Company has allotted 10000 equity shares against theapplications received during the year 2017-18 under the Employee Stock Option Scheme.
-Buyback of Shares
During the year 2018-19 the Board of Directors of the Company completed theformalities pertaining to extinguishment of 6600000 Equity Shares bought back during theyear 2017-18 pursuant to the buy-back of the equity shares of the Company approved at themeeting of the Board held on 21st February 2018.
Consequently as on 31st March 2019 the paid-up share capital of the Company stood atC228438327 consisting of 228438327 equity shares of C1 each.
Further the Board of Directors of the Company at their meeting held on 5th April 2019approved buy-back of 8438327 Equity Shares of the Company through the "TenderOffer" route using the Stock Exchange Mechanism for an aggregate amount of uptoC14767.07 Lacs (being 9.82% of the total paid-up equity share capital and free reserves ofthe Company as on 31st March 2018) at a price of C175/- per Equity Share on aproportionate basis in accordance with the provisions contained in the Act rules madethereunder the SEBI (Buy-Back of Securities) Regulations 2018 and other applicablecirculars clarifications and notifications. The Buyback is under process as on the dateof this Report.
Employee Stock Option Scheme
The applicable disclosures as required under the SEBI Guidelines and the details ofstock options as at 31st March 2019 under the Employee Stock Option Scheme 2005 are setout in the attached Annexure - II and forming part of this Report.
Details of Credit Ratings assigned to the Company are given in the Corporate GovernanceReport.
Pursuant to the provisions of Section 152(6) of the Act the members of the Company atthe 42nd Annual General Meeting (AGM) held on 31st August 2018 re-appointed Shri NareshDayal who was liable to retire by rotation.
Further during the year the Company has re-appointed certain independent directors foranother term of 5 consecutive years. The details of the same are given in the CorporateGovernance Report.
None of the Directors of the Company are disqualified as per the applicable provisionsof the Act.
Director retiring by rotation
Dr. A. K. Saxena retires from the Board by rotation and being eligible offers himselffor re-appointment. The Board of Directors recommends the said re-appointment. Resume andother information regarding aforementioned Director seeking re-appointment as requiredunder Regulation 36 of the Listing Regulations has been given in the Notice convening theensuing AGM.
Changes in Board Composition
Smt. Novel S Lavasa vide her letter dated 24th May 2019 informed the Board about herdecision to relinquish her position as an Independent Director of the Company owing toher eye operation and limitations arising out of that. Accordingly with effect from theclose of business hours on 31st May 2019 she shall cease to be an Independent Directorof the Company. The Board places on record its deep appreciation for the contributions ofSmt. Lavasa on key issues in particular on conducting business in a socially responsiblemanner. Smt. Lavasa has confirmed that there are no other reasons attributable/connectedwith the Company.
Appointment of directors is made in accordance with the Policy on Selection &Remuneration of Directors Key Managerial Personnel and other employees and on BoardDiversity as recommended by the Nomination & Remuneration Committee and approved bythe Board of Directors.
Other details pertaining to the Directors their appointment / cessation during theyear under review and their remuneration are given in the Extract of Annual Return and theCorporate Governance Report annexed hereto and forming part of this Report.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed both under the Act andRegulation 16 of the Listing Regulations.
Separate Meeting of Independent Directors
Details of the separate meeting of Independent Directors held in terms of Schedule IVof the Act and Regulation 25(3) of the Listing Regulations are given in the CorporateGovernance Report.
Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Act and Regulation 18 ofthe Listing Regulations in the preparation of the annual accounts for the year ended 31stMarch 2019 and state that :
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
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 at the end of the financial year and ofthe profit of the Company for that period;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts 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 are operatingeffectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Particulars of Employees
The particulars of employees as required under Section 197(12) of the Act read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended) are given in a separate annexure attached hereto as Annexure III andforms part of this Report. During the year under review no complaint / case was filed orwas pending for redressal pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the Act aregiven in Annexure - IV attached hereto and forming part of this Report.
The Company has not accepted any deposit from the public and consequently there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Shri Vivek Saraogi Managing Director Shri Pramod Patwari ChiefFinancial Officer and Shri Nitin Bagaria Company Secretary. During the year there hasbeen no change in the Key Managerial Personnel of the Company.
Details pertaining to their remuneration have been provided in the Extract of AnnualReturn annexed hereto and forming part of this Report.
The Board met 4 (four) times during the financial year under review the details ofwhich are given in the Corporate Governance Report attached to this Report.
Committees of the Board
Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted various committees such as Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Executive Committee and Share Transfer Committee. The details ofcomposition terms of reference etc. pertaining to these committees are mentioned in theCorporate Governance Report.
Compliance of Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
All recommendations made by the Audit Committee during the year were accepted by theBoard.
The Company has in place a Whistleblower Policy to deal with unethical behaviorvictimisation fraud and other grievances or concerns if any. The aforementionedwhistleblower policy is available on the Companys website at the following web-link:
Policy on Selection and Remuneration of Directors
The Policy on Selection & Remuneration of Directors Key Managerial Personnel andother employees and on Board Diversity is annexed as Annexure - V.
Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations theBoard has carried out the evaluation of its own performance and that of its Committees aswell as evaluation of performance of the individual directors. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Reportattached to this Report.
Corporate Social Responsibility
During the year under review the Company achieved setting up of its Skilling Centre(Nipun) in Noida Uttar Pradesh pursuant to the tripartite Memorandum of Understanding(MoU) with the National Skill Development Fund (NSDF) and National Skill DevelopmentCorporation (NSDC) for skilling of 1000 women over a period of 24 months to empower womenfrom various rural and urban areas of Uttar Pradesh. This programme will offer economicsecurity and stability to women by facilitating employment related training. The NSDCTraining Partner has also completed training of the first batch of trainees under the saidinitiative.
The Company in association with Agastya International Foundation has floated two mobilescience vans in the areas of Lakhimpur Kheri & Ghonda Uttar Pradesh. During the yearunder review the said vans made visits to a total of 268 schools in the said areas andprovided exposure to more than 20000 students in aggregate. Apart from this a total of 8Science Fairs were organized in the said areas providing exposure to more than 3200students. The detailed report of the said initiative is available on the Companyswebsite at the following web-link:
In order to align the CSR Policy with the current CSR Philosophy and CSR activities ofthe Company based on the recommendation of the CSR Committee the Board of Directors attheir meeting held on 8th February 2018 have revised the CSR Policy and the same was madeapplicable from 1st April 2018. The said Policy is available on the website of theCompany at the following web-link:
http://chini.com/wp - content/uploads/2019/05/CSRff Policyff16052019.pdf
The Annual Report on CSR activities and the Revised CSR Policy are appended as Annexure- VI.
Inter-corporate Loans and Investments
Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to the financial statements forming part of thisAnnual Report.
Related Party Transactions
There have been no materially-significant related party transactions made by theCompany with the Promoters the Directors or the Key Managerial Personnel which may be inconflict with the interests of the Company at large. The Policy on Related PartyTransactions as approved by the Board can be accessed on the Companys website atfollowing web-link:
The details of the related party transactions are set out in the notes to the financialstatements.
No person or entity belonging to the Promoter and Promoter Group of the Company holds20% or more Share Capital in the Company.
Risk Management Policy
The policy on risk assessment and minimisation procedures as laid down by the Board areperiodically reviewed by the Audit Committee and the Board. The policy facilitates inidentification of risks at appropriate time and ensures necessary steps to be taken tomitigate the risks. Brief details of risks and concerns are given in the ManagementDiscussion and Analysis Report.
Extract of Annual Return
Extract of Annual Return in Form MGT- 9 is annexed to this Report as Annexure VII. The said Annexure also contains the list of Associates of the Company as on 31stMarch 2019.
Material Changes and Commitments
Except those disclosed in this Annual Report there are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year i.e. 31st March 2019 and the date of this Report.
Signiffcant and Material Orders
There are no significant/ material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were reviewed and no reportablematerial weakness was observed.
In terms of the provisions of Regulation 34(3) of the Listing Regulations theManagement Discussion and Analysis the Corporate Governance Report and the Certificate onthe compliance of conditions of Corporate Governance form part of the Annual Report andare given separately as Annexure - VIII.
Business Responsibility Report
Regulation 34(2) of the Listing Regulations inter alia provides that the annualreports of the top 500 listed entities based on market capitalisation (calculated as onMarch 31st of every financial year) shall include a Business Responsibility Report (BRR).As on 31st March 2018 the Company was not amongst the top 500 listed entities based onmarket capitalization. Prior to that the requirement of BRR was applicable to the Companyfor the years 2016-17 and 2017-18. However in order to maintain continuity the Companyhas presented on a voluntary basis its Third Business Responsibility Report for thefinancial year 2018-19 as Annexure - IX to this Report.
Statutory Auditors and their Audit Report
Pursuant to the applicable provisions of the Act the members of the Company at theirAGM held on 30th August 2017 appointed M/s. Lodha & Co. Chartered Accountants (FirmRegistration No. 301051E) as the Statutory Auditors of the Company to hold office fromthe conclusion of the 41st AGM until the conclusion of the 46th AGM.
The reports given by the Auditors M/s. Lodha & Co. Chartered Accountants on thestandalone and consolidated financial statements of the Company for the year ended 31stMarch 2019 form part of this Annual Report and there is no qualification reservationadverse remark or disclaimer given by the Auditors in their Reports.
The Auditors of the Company have not reported any fraud in terms of the second provisoto Section 143(12) of the Act.
Secretarial Auditors and their Audit Report
Pursuant to the provisions of Section 204 of the Act the Company has appointed M/s.MKB & Associates Company Secretaries to undertake the secretarial audit of theCompany for the financial year 2018-19. The Secretarial Audit Report for the financialyear 2018-19 is attached as Annexure - X and forms part of this Report. The contents ofthe said Audit Report are self-explanatory and do not call for any further comments by theBoard. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.
Cost Auditors and their Audit Report
The Cost Auditors (M/s. N. Radhakrishnan & Co. Cost Accountants) appointed by theBoard have submitted the Cost Audit Report within the time limit prescribed under the Actand Rules made thereunder.
During the year under review pursuant to Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 (as amended) the Board appointed M/s. N.Radhakrishnan & Co. Cost Accountants to conduct cost audit of the Company relatingto sugar (including industrial alcohol) and electricity for the financial year ended 31stMarch 2019.
On the date of this Report your Directors have on the recommendation of the AuditCommittee appointed M/s. N. Radhakrishnan & Co. Cost Accountants as the CostAuditors of the Company for the financial year 2019-20. As required under the Act aresolution seeking ratification of the remuneration payable to the Cost Auditors formspart of the Notice convening the ensuing AGM.
Annexures forming part of this Report
The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form part of this Report :
|Annexure ||Particulars |
|I ||Dividend Distribution Policy |
|II ||Details of Employee Stock Option Scheme |
|III ||Particulars of Employees |
|IV ||Particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo |
|V ||Policy on Selection & Remuneration of Directors Key Managerial Personnel and other employees and on Board Diversity |
|VI ||Annual Report on CSR activities and CSR Policy |
|VII ||Extract of the Annual Return as per Form MGT-9 |
|VIII ||Corporate Governance Report and Management Discussion & Analysis |
|IX ||Business Responsibility Report |
|X ||Secretarial Audit Report |
Your Directors take this opportunity to thank all the stakeholders including theCentral Government the Government of Uttar Pradesh shareholders farmers customersdealers State Bank of India HDFC Bank ICICI Bank Limited Kotak Mahindra Bank otherbanks and financial institutions and all other business associates & vendors for theirexcellent support. Your Directors also wish to place on record their deep appreciation forthe committed services by your Companys employees.
| ||For and on behalf of the Board of Directors || |
| ||sd/- ||sd/- |
| ||Dr. Arvind Krishna Saxena ||Vivek Saraogi |
|Place: Kolkata ||Whole-time Director ||Managing Director |
|Date: 25th May 2019 ||DIN 00846939 ||DIN 00221419 |