Your Directors have pleasure in presenting the 36 A nnual Report of the companytogether ^ith audited financial statements for the year ended 31st March 2020.
| || ||(Rs. in lakhs) |
| || |
|Financial Results ||2019-20 ||2018-19 |
|Profit for the year before depreciation ||19098.42 ||15961.35 |
|Less : Depreciation ||6494.04 ||6677.49 |
|Profit Before Tax ||12604.38 ||9283.86 |
|Less: Provisions: Current Tax ||2170.60 ||1947.42 |
|Deferred Tax ||870.20 ||(257.41) |
|Profit After Tax ||9563.58 ||7593.85 |
|Add : Surplus brought forward from previous year ||2487.18 ||3905.06 |
|Amount available for appropriation ||12050.76 ||11498.91 |
|Appropriations || || |
|Dividend paid on equity shares for the respective previous financial year ||1253.97 ||1253.97 |
|Tax on Dividend paid for the respective previous financial year ||257.76 ||257.76 |
|Transfer to General Reserve ||7500.00 ||7500.00 |
|Surplus carried over to Balance Sheet ||3039.03 ||2487.18 |
|TOTAL ||12050.76 ||11498.91 |
Your Directors are glad to recommend dividend @ Rs.10/- (Rupees ten only) per share forthe financial year ended March 2020 taxable in the hands of the shareholders inaccordance with Finance Act 2020. P ayment is subject to the approval of the shareholdersat the ensuing Annual General M eeting
Review of Operations Sugar
During the year under review the aggregate cane crush was 39.84 lakh tonnes with arecovery of 9.38% compared to 37.33 lakhs tonnes with a recovery of 9.65% in the previousyear. Due to higher cane crush sugar production increased to 37.64 lakh quintals comparedto 35.97 l akh quintals in the previous year.
The Co-generation plants generated 477.33 million units of power and exported 323.28mill ion units of power to grids compared to the generation of 464.98 mill ion units andexport of 317.77 million units in the previous year.
During the year the distilleries produced 16.67 million B.Ltrs compared to theproduction of 21.45 million B.L trs in the previous year.
In the Granite Processing Unit 88483 square metres of Granite Slabs and 28560 squaremetres of Tiles were produced compared to production of 142748 square metres of GraniteSlabs and 59775 square metres of Tiles in the previous year.
Wind M ills generated 12.87 million units of power and exported 11.29 million units togrid compared to the generation of 13.88 million units and export of 12.16 million unitsin the previous year.
The M inistry of Home Affairs Government of India on M arch 242020 notified firstever nationwide lock down in India to contain the outbreak of Covid-19. The operations ofthe manufacturing facilities had been suspended for few days and resumed operations from16th April 2020. T he manufacturing activities are being carried out in normal coursewith the adoption of enhanced safety security and other required measures. There has beenno material impact on the business of the company though the sale and movement of ourfinished products was affected for a short period of time initially due to lockdown.
The company has taken various initiatives towards financial medical and communitysupport in the fight against Covid-19 pandemic. This includes support towards relief fundsto State Government providing sanitizers supply of essential food items to the needypeople around the factory areas.
Prospects for the Current year 2020 - 2021
In the current financial year it is estimated to crush 39 l akh tonnes of sugarcane inaggregate. Performance of cogeneration plant will be based on bagasse availability in thesugar mills. It is estimated to produce 22 million B.L itres of alcohol in the DistilleryUnits. The performance of Granite Division largely depends on the mining policy of theCentral/ State Governments.
The increase in installed capacity from 60 Kilo L itre Per Day (KLPD) to 150 Kilo LitrePer Day (KLPD) at the distillery in the Suger Unit at Alaganchi Village Nanjangud TalukMysore D istrict in Karnataka is under implemendation.
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 read with the Articles ofAssociation of the Company Sri B Saravanan Director is liable to retire by rotation andhe is eligible for re-appointment.
Dr Radha Ramani (DIN : 07083381) was appointed as Independent Director of the companyat the 31st Annual General Meeting of the company held on 23rd September 2015 for aconsecutive period of five years (first term) and she hold office as Independent Directorof the Company upto 22nd S eptember 2020.
Pursuant to Section 149(10) & (11) of the Companies Act 2013 Dr Radha Ramani iseligible for reappointment on passing of special resolutions by the company and disclosureof such appointment in the Board's Report. Based on the performance evaluation and therecommendation of the Nomination and Remuneration Committee necessary special resolutionshave been pl aced before the members for reappointment of DrRadha Ramani as IndependentDirector for a second term of 5 (five) consecutives years i.e. from 23.09.2020 to22.09.2025. I n the opinion of the Board of Directors the Independent Director fulfillthe conditions specified in the Companies Act 2013 read with rules made there under andother applicable regulations. Continuance of above Director would be beneficial to theCompany.
At the meeting held on 27.05.2020 the Board of Directors has re-appointed Sri S VBalasubramaniam as Chairman of the Company with substantial powers of management and Sri BS aravanan as Managing Director of the Company for a further period of five years witheffect from 02.06.2020 on the recommendation of Nomination and Remuneration Committee.
Considering the experience and contributions made by Sri S V Bala subramaniam and Sri BSaravanan the Board of Directors has recommended the re-appointment of Sri S V Balasubramaniam as Chairman ^ith substantial powers of management and Sri B Saravanan as theManaging Director.
The Company has devised a policy on Director s appoi ntment remunerati on and forperform a nce evaluation of independent directors Board Committees and other individualdirectors which include performance evaluation of non-executive and executive directors
In terms of the provisions of Section 2(51) and Section 203 of the Companies Act 2013the following are the Key Managerial Personnel of the company:
* Sri S V Bala subramaniam Chairman
Sri B Saravanan Managing Director
* Sri C Palaniswamy Company Secretary
* Sri M Ramprabhu Chief Financial Officer
The details of programmes for familiarization of independent directors with thecompany their roles rights responsibilities in the company nature of the industry inwhich the company's operations business models and related matters are placed on thewebsite of the company at the link http.//www.bannari.com/ InvestorInformation.html
Particulars of Loans Guarantees or Investments
During the year the company has not made any loan or guarantee or investment orprovided any security under Section 186 of the Companies Act 2013.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy Technology absorption ForeignExchange earnings and outgo as required to be disclosed under the Companies Act 2013 areprovided in Annexure I to this Report.
Particulars of Employees
The information as required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is furnished in Annexure II forming part of this Report.
In terms of proviso to Section 136 (1) of the Companies Act 2013 the Report andAccounts are being sent to the members excluding the information on employees as requiredunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the said information is available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and publicholidays upto the date of Annual General Meeting. If any member is interested in obtaininga copy thereof such member may write to the Company Secretary in this regard.
The Company has complied with applicable provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year no complaint/ case was filed pursuant to the said Act.
Meetings of the Board
Five Meetings of the Board of Directors were held during the year. The details arefurnished in the Report on Corporate Governance attached herewith.
Committees and Policies
The company has constituted Board Committees and framed policies as required under theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details are furnished in the Corporate GovernanceReport attached herewith.
Corporate Governance and Management Discussion and Analysis Report
A separate section on Corporate Governance M anagement Discussion and Analysis Reporta certificate from the Auditors of the company regarding compliance of conditions ofCorporate Governance and a certificate on non-disqualification of Directors as requiredunder the provisions of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed as Annexure - III.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the company has formulated a policy on CorporateSocial Responsibility. The Annual Report on CSR activities for the financial year ended31st March 2020 is attached as Annexure IV to this report.
Risk Management / Risk Management policy
As per Regulation 21 of the SEBI (LODR) Regulations 2015 constitution of RiskManagement Committee is not mandatory for the company. However the company hasconstituted Risk M anagement Committee and has formulated a Risk Management Policyincluding Risk assessment and minimization procedures. The Risk Management Committee hasbeen assigned with the functions of monitoring and reviewing the risk management plans ofthe company. In the opinion of the Board no element of risk that may threaten theexistence of the company has been identified.
Vigil Mechanism/Whistle Blower Policy
The company has established vigil mechanism for Directors and Employees to reportconcerns about the unethical behavior actual or suspected incidents of fraud or violationof the code of conduct or ethics. The Wh istle Blower Policy is posted in the company'swebsite at the link https:// www.bannari.com/InvestorInformation.html
Dividend Distribution Policy
The company has formulated and adopted Dividend Distribution Policy which is posted inthe company's website at the link https://www.bannari.com/ InvestorInformation.html
Related Party Transactions
All related party transactions are entered on arm's length basis and are in compliancewith the applicable provisions of the Companies Act 2013 and other relevant Regulationsas referred under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. None of the transactions is materially significant which may have potential conflictwith the interest of the company at large and therefore disclosure in Form AOC-2 is notrequired. All the related party transactions are placed before the Audit Committee andapproved by the Audit Committee. Prior omnibus approval of the Audit Committee wasobtained on annual basis for the transactions which are at a foreseen and repetitivenature. The Rel ated Party Transactions Policy as approved by the Board is uploaded on thecompanys website at httpsi//wwwibannari.com/ Investor Information.html
The details of transactions with Rel ated Parties are provided in the accompanyingfinancial statements.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 IndependentDirectors at their meeting held on 12.02.2020 without participation of non-independentdirectors and management considered and evaluated the performance of the ChairmanManaging Director and the Board.
The Board has carried out an annual evaluation of its own performance the performanceof the committees board independent Directors and individual Directors. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report.
Material changes and commitments
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2019-20 and the date ofthis report.
Directors' Responsibility Statement
As stipulated in Section 134(3)(c) and 134 (5) of the Companies Act 2013 your Directorsconfirm that
a) in the preparation of the annual accounts all the applicable accounting standardshad been followed along with proper explanation relating to material departures
b) they had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for that period
c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and d etecti ng fraud and other irregularities
d) they had prepared the annual accounts on a going concern basis
e) they had laid do^n internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively and
f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Business Responsibility Report
Pursuant to Regula tion 34 (2)(f) SEBI (LODR) Regulations 2015 as amended the BusinessResponsibility Report has been prepared as prescribed and annexed to this Report asAnnexure V and the same shall form part of this report.
Extract of Annual Return
The extract of Annual Return is annexed as Annexure VI and the same is available at the^eblink https. // www. bannari.com/InvestorInformation.html
Auditors / Auditors' Report
M/s P K N agarajan & Co. Chartered Accountants Coimbatore was appointed as theStatutory Auditors of the company at the 33rd A nnual General Meeting of the Company for aperiod of five years and they shall hold office till the conclusion of 38th A nnualGeneral M eeting. The Auditors have confirmed their independence and eligibility underSection 141 of the Companies Act 2013. The Report given by M/s P K N agarajan & Co.A uditors on the financial statements of the company for the financial year 2019-20 doesnot contain any qualification reservation or adverse remark.
Secretarial Auditors and Secretarial Audit Report
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
The Board appointed M/s C Thirumurthy & A ssociates Company SecretariesCoimbatore as Secretarial Auditors to conduct Secretarial audit for the financial year2019-2020. The Report of Secretarial Auditors is annexed to this report as Annexure VII.
The Report does not contain any qualification reservation or adverse remark
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided in the M anagementDiscussion Analysis Report attached herewith.
The Company has maintained cost records as specified by the Central Government underSection 148 of the Companies Act 2013.
Sri M. Nagarajan Cost Accountant Coimbatore was appointed as Cost Auditor to conductaudit of cost accounting records for the financial year 2019-20.
The relationship ^ith employees continued to remain cordial throughout the year underreview
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend voting or otherwise
c) Issue of shares (including sweat equity shares) to employees of the company underany scheme
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
Your Directors wish to place on record their appreciation for the continued support andco-operation by the Government Authorities banks and other stakeholders Your Directorsthank the cane growers who have supplied sugarcane to the factories and wish to place onrecord their appreciation of the contributions made by all the employees.
| ||By order of the Board |
| ||S V BALASUBRAMANIAM |
|Coimbatore ||Chairman |
|24.06.2020 ||DIN : 00002405 |