The Board of Directors are pleased to present the 37th Annual Report ofthe company and audited financial statements for the year ended 31st March 2021.
(Rs. in Lakhs)
|Financial Results ||Financial Year |
| ||2020-21 ||2019-20 |
|Profit for the year before depreciation ||18025.72 ||19098.42 |
|Less : Depreciation ||6572.13 ||6494.04 |
|Profit Before Tax ||11453.59 ||12604.38 |
|Less: Provisions: Current Tax ||2088.32 ||2170.60 |
|Deferred Tax ||151.27 ||870.20 |
|Profit After Tax ||9214.00 ||9563.58 |
|Add : Surplus brought forward from previous year ||3039.03 ||2487.18 |
|Amount available for appropriation ||12253.03 ||12050.76 |
|Appropriations || || |
|Dividend paid on equity shares for the respective previous financial year ||1253.97 ||1253.97 |
|Tax on Dividend paid || ||257.76 |
|Transfer to General Reserve ||7500.00 ||7500.00 |
|Surplus carried over to Balance Sheet ||3499.06 ||3039.03 |
|TOTAL ||12253.03 ||12050.76 |
Your Directors recommend a dividend @ Rs.10/-(Rupees Ten only) pershare for the financial year ended March 2021 taxable in the hands of the shareholders.Payment is subject to the approval of the shareholders at the ensuing Annual GeneralMeeting.
Review of Operations
During the year under review the aggregate cane crush was 38.31 lakhtonnes with a recovery of 9.34% compared to 39.84 lakhs tonnes with a recovery of 9.38% inthe previous year.
The Co-generation plants generated 470.57 million units of power andexported 318.48 million units of power to grids compared to the generation of 477.33million units and export of 323.28 million units in the previous year.
During the year the distilleries produced 11.91 million B.Ltrscompared to the production of 16.67 million B.Ltrs in the previous year.
In the Granite Processing Unit 73548 square metres of Granite Slabs and56959 square metres of Tiles were produced compared to production of 88483 square metresof Granite Slabs and 28560 square metres of Tiles in the previous year.
Wind Mills generated 11.77 million units of power and exported 10.65million units to grid compared to the generation of 12.87 million units and export of11.29 million units in the previous year.
Due to Covid-19 pandemic and lockdowns announced by the Central/StateGovernments the operations of the manufacturing facilities had been suspended initiallyfor few days and resumed operations from 16th April 2020.
Thereafter the manufacturing activities are being carried out in normalcourse with the adoption of enhanced safety security and other required measures. Therehas been no material impact on the business of the company though the sale and movement ofour finished products was affected for a short period of time due to lockdowns.
The company has taken various initiatives towards financial medicaland community support in the fight against Covid-19 pandemic. This includes supporttowards relief funds to State Government providing sanitizers supply of essential fooditems to the needy people around the factory areas.
Prospects for the Current year 2021 - 2022
In the current financial year it is estimated to crush 40 lakh tonnesof sugarcane in aggregate. Performance of co-generation plant will be based on bagasseavailability in the sugar mills. It is estimated to produce 33 million B.Litres of alcoholin the Distillery Units. The performance of Granite Division largely depends on the miningpolicy of the Central/ State Governments.
The increase in installed capacity from 60 Kilo Litre Per Day (KLPD) to150 Kilo Litre Per Day (KLPD) at the distillery in the Suger Unit at Alaganchi VillageNanjangud Taluk Mysore District in Karnataka is under implementation.
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 read with theArticles of Association of the Company
Sri S V Balasubramaniam Director is liable to retire by rotation andhe is eligible for re-appointment.
The Company has devised a policy on Director's appointmentremuneration and for performance evaluation of independent directors Board Committeesand other individual directors which include performance evaluation of non-executive andexecutive directors.
The details of programmes for familiarization of independent directorswith the company their roles rights responsibilities in the company nature of theindustry in which the company's operations business models and related matters are placedon the website of the company at the link http://www.bannari.com/InvestorInformation.html.
All the Independent Directors have given declarations that they meetthe criteria of independence as provided in Section 149 (6) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
There is no change in the Key Managerial Personnel during the year.
Particulars of Loans Guarantees or Investments
During the year the company has not made any loan or guarantee orinvestment or provided any security under Section 186 of the Companies Act 2013
Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo
The particulars relating to conservation of energy Technologyabsorption Foreign Exchange earnings and outgo as required to be disclosed under theCompanies Act 2013 are provided in Annexure I to this Report.
Particulars of Employees
The information as required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is furnished in Annexure II forming part of this Report.
In terms of proviso to Section 136 (1) of the Companies Act 2013 theReport and Accounts are being sent to the members excluding the information on employeesas required under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and the said information is available for inspection by the membersat the Registered Office of the Company during business hours on all days except Sundaysand public holidays upto the date of Annual General Meeting. If any member is interestedin obtaining a copy thereof such member may write to the Company Secretary in thisregard.
The Company has complied with applicable provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe 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. Thedetails are furnished in the Report on Corporate Governance attached herewith.
Committees and Policies
The company has constituted Board Committees and framed policies asrequired under the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details are furnished in the CorporateGovernance Report attached herewith.
Corporate Governance and Management
Discussion and Analysis Report
A separate section on Corporate Governance Management Discussion andAnalysis Report a certificate from the Auditors of the company regarding compliance ofconditions of Corporate Governance and a certificate on non-disqualification of Directorsas required under the provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 are annexed as Annexure - III.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the company has formulated apolicy on Corporate Social Responsibility. The Annual Report on CSR activities for thefinancial year ended 31st March 2021 is attached as Annexure IV to this report.
Risk Management / Risk Management policy
As per Regulation 21 of the SEBI (LODR) Regulations 2015 constitutionof Risk Management Committee is not mandatory for the company. However the company hasconstituted Risk Management 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 Employeesto report concerns about the unethical behavior actual or suspected incidents of fraud orviolation of the code of conduct or ethics. The Whistle Blower Policy is posted in thecompany's website at the link https://www.bannari.com/InvestorInformation.html
Dividend Distribution Policy
The company has formulated and adopted Dividend Distribution Policywhich is posted in the 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 andare in compliance with the applicable provisions of the Companies Act 2013 and otherrelevant Regulations as referred under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. None of the transactions is materially significant whichmay have potential conflict with the interest of the company at large and thereforedisclosure in Form AOC-2 is not required. All the related party transactions are placedbefore the Audit Committee and approved by the Audit Committee.
Prior omnibus approval of the Audit Committee was obtained on annualbasis for the transactions which are at a foreseen and repetitive nature. The RelatedParty Transactions Policy as approved by the Board is uploaded on the company's website athttps://www.bannari.com/
The details of transactions with Related Parties are provided in theaccompanying financial statements.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Independent Directors at their meeting held on 27.01.2021 without participation ofnon-independent directors and management considered and evaluated the performance of theChairman Managing Director and the Board.
The Board has carried out an annual evaluation of its own performancethe performance of the committees board independent Directors and individual Directors.The criteria applied in the evaluation process are detailed in the Corporate GovernanceReport which forms part of this report.
Material changes and commitments
There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the financial year 2020-21and the date of this report.
Directors' Responsibility Statement
As stipulated in Section 134(3)(c) and 134 (5) of the Companies Act2013 your Directors confirm that a) in the preparation of the annual accounts all theapplicable accounting standards had been followed and there are no material departuresfrom the same;
b) they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;
c) they had 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;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Business Responsibility Report
Pursuant to Regulation 34 (2)(f) SEBI (LODR) Regulations 2015 asamended the Business Responsibility Report has been prepared as prescribed and annexed tothis Report as Annexure V and the same shall form part of this report.
Copy of the previous year Annual Return in the prescribed form isavailable at the weblink https://www.bannari.com/InvestorInformation.html. A copy ofAnnual Return for the financial year 2020-2021 will be placed on the website of thecompany after the conclusion of 37th AGM.
Auditors / Auditors' Report
M/s P K Nagarajan & Co. Chartered Accountants Coimbatore wasappointed as the Statutory Auditors of the company at the 33rd Annual General Meeting ofthe
Company for a period of five years and they shall hold office till theconclusion of 38th Annual General Meeting. The Auditors have confirmed their independenceand eligibility under Section 141 of the Companies Act 2013.
The Report given by M/s P K Nagarajan & Co. Auditors on thefinancial statements of the company for the financial year 2020-21 does not contain anyqualification reservation or adverse remark.
Secretarial Auditors and Secretarial Audit Report
The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
The Board appointed M/s C Thirumurthy & Associates CompanySecretaries Coimbatore as Secretarial Auditors to conduct Secretarial audit for thefinancial year 2020-2021. The Report of Secretarial Auditors is annexed to this report asAnnexure VI.
The Report does not contain any qualification reservation or adverseremark.
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided inthe Management Discussion Analysis Report attached herewith.
The Company has maintained cost records as specified by the CentralGovernment under Section 148 of the Companies Act 2013.
Sri M Nagarajan Cost Accountant Coimbatore was appointed as CostAuditor to conduct audit of cost accounting records for the financial year 2020-21.
The relationship with employees continued to remain cordial throughoutthe year under review
Your Directors state that no disclosure or reporting is required inrespect o the following items as there were no transaction on these items during the yearunder review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividendvoting or otherwise
c) Issue of shares (including sweat equity shares) to employees of thecompany under any scheme No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operations infuture.
Your Directors wish to place on record their appreciation for thecontinued support and co-operation by the Government Authorities banks and otherstakeholders Your Directors thank the cane growers who have supplied sugarcane to thefactories and wish to place on record their appreciation of the contributions made by allthe employees.
| ||By order of the Board |
| ||S V BALASUBRAMANIAM |
|Coimbatore ||Chairman |
|24.05.2021 ||DIN : 00002405 |