Your Directors have pleasure in presenting the Annual Report and the Audited Accountsof the Company for the financial year ended 31st March 2019
|FINANCIAL RESULTS ||(Rs. in lacs) ||(Rs. in lacs) |
| ||2018-19 ||2017-18 |
|Sales & Other Income || || |
|Profit/(Loss) before Interest Depreciation and Tax ||(124.48) ||(19.60) |
|Less: Depreciation || || |
|Profit / (Loss) before tax ||(124.48) ||(19.60) |
|Less Provision for tax || || |
|Profit / (Loss) after tax ||(124.48) ||(19.60) |
|Add: Balance brought forward from previous year ||876.33 ||895.93 |
|Profit available for appropriation ||751.85 ||876.33 |
|Balance carried to Balance Sheet ||751.85 ||876.33 |
No Income during the year under review Profit/(Loss) after Tax amounting toRs.(124.48) lacs as against (19.60) lacs in the previous financial year.
Presently the company is mainly engaged in trading activities apart from earning incomefrom Block Usage Charges from its fixed assets useful in sugar mill. The Company is in theprocess of exploring new business activities in the coming years.
PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:
The Company has not undertaken any major construction project. Presently it has verysmall construction activities which mainly include purchase and sale of constructionrights. However it has plans to expandits construction activities by undertaking largehousing projects comprising economy as well as luxurious residential houses.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the close of the Financial year2018-19 till the date of this Report which affect the financial position of the Company.
Your Directors do not recommend any dividend for the year in view of net loss.
During the year under review the Company has not accepted any deposits from the publicand that as at the end of the year there were no outstanding deposits under Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
The company has not transferred any amount in General Reserve Account.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with respect to financialstatements. The policies and procedures adopted by the Company ensure prevention anddetection of frauds and errors accuracy and completeness of the records and timelypreparation of reliable financial statements. No reportable material weakness in thedesign or operation was observed during the yea.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review -there was no changes in among the directors andKMP of the Company;
Mr. B. K. Nopany (DIN: 00694221) retire by rotation at the conclusion of ensuingAnnual General Meeting and being eligible offer themselves for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and the Listing Regulations.
The Company has framed the criteria for performance evaluation of IndependentDirectors the Board the Board Committees and other individual Directors. Criteria forperformance evaluation of the Chairman & Managing Director Executive Director andNon-Independent Director have also been framed. The criteria for performance evaluation ofDirectors among others includes factors such as preparation participation engagementpersonality and conduct value addition strategic planning and vision team spirit andconsensus building leadership quality understanding and focus on key business issuesindependent thinking and judgment quality of analysis experience and business wisdommanagement qualities awareness motivation integrity ethics and receptivity. Thecriteria for evaluating the Board's functioning/effectiveness inter alia includes itsstructure strategic review business performance review internal controls process andprocedures. On the basis of the criteria framed a process was followed by the Board forevaluating the performance of individual Directors its own performance and itsCommittees. The Nomination and Remuneration Committee also evaluated the performance ofevery individual Director. The Independent Directors in their separate Meeting alsocarried out the performance evaluation of the Chairman & Managing Director ExecutiveDirector and other non-independent Director as well as the Board of the Company. TheDirectors expressed overall satisfaction on the performance and functioning of the Boardits Committees and the Directors.
The details of programmes to familiarise the Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model/procedures/processes of the Company etc. through variousprogrammes are put on the website of the Company and can be accessed at the link:www.hansugar.com
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
During the Financial Year 2018-19 the Company held 5 (Five) Meetings of the Board ofDirectors. The details of the Meetings and attendance of each of the Directors there atare provided in the Report on Corporate Governance forming part of the Annual Report. Themaximum gap between any two consecutive Board Meetings did not exceed 120 days.
The Audit Committee comprised Mr. C. K. Garodia as Chairman and Mr. R. C. Jha and Ms.Ratna Srivastava as its members. The terms of reference of the committee have beenprovided in the Corporate Governance Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company comprises of three Directorsunder the chairmanship of Ms. Ratna Srivastava. The other members in the committee beingMr. B.K. Nopany and Mr. C. K. Garodia. The terms of reference of the committee have beenprovided in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of three members viz. Mr. C. K.Garodia as Chairman and Mr. R. C. Jha Ms. Ratna Srivastava as member.
The Nomination & Remuneration Committee shall identify persons who are qualified tobecome directors and who may be appointed in senior management in accordance with thecriteria lay down recommend to the Board their appointment and removal and shall carryout evaluation of every director's performance. The terms of reference of the committeehave been provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
The Board has on the recommendation of the nomination & remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis is a part of the Annual Report.
SUBSIDIARIES JOINT VENTURE COMPANIES
There are no companies which have become or ceased to be its Subsidiaries JointVentures or companies during the year.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No 10 & 11 to the FinancialStatement
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
All contracts or arrangements with related parties entered into or modified during thefinancial year were in the ordinary course of business. All such contracts or arrangementshave been approved by the Audit Committee. No material contracts or arrangements withrelated parties were entered into during the year under review. Accordingly notransactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act readwith Rule 8 of the Companies
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. In compliance with theprovisions of Section 177(9) of the Companies Act 2013 and the Listing Regulations 2015the Company has in place a Whistle Blower Policy for its Directors and Employees to reportconcerns about unethical behavior actual or suspected fraud or violation of applicablelaws and regulations and the Company's Codes of Conduct. The concerns may be reported tothe Audit Committee through the Nodal Officer and in exceptional cases may also bereported to the Chairman of the Audit Committee. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice. Duringthe year under review no employee was denied access to the Audit Committee.
The Whistle Blower Policy may be accessed on the Company's website at the link:http://www. /WhiBlo.pdf
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
The Company adheres to good governance practices. Corporate Governance at the Companyextends to all stakeholders and is embodied in every business decision. The Company placesprime importance on reliable financial information integrity transparency empowermentand compliance with the law in letter and spirit. Management Discussion and AnalysisReport the Corporate Governance Report and the Certificate from the Auditors of theCompany confirming compliance of the conditions of Corporate Governance are annexed heretoand form a part of the Directors' Report.
There is a conscious effort to ensure that the values enshrined in the Codes of Conductfor the Directors and Senior Management Personnel and the Employees respectively arefollowed in true spirit across all levels of the Company.
EXTRACT OF ANNUAL RETURN:
An extract of Annual return as on the financial year ended on March 31 2019 in FormMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 is set out as an Annexure tothe Directors' Report and form part of this Annual Report.
AUDITORS AND AUDITORS' REPORT
M/S. SARAF MANOJ & CO CHARTERED ACCOUNTANTS were appointed as Auditors of theCompany for a period of five (5) years until the conclusion of fifth consecutive AnnualGeneral Meeting which should be held in the year of 2022 was subject to ratification atevery AGM. A proposal for ratification of the appointment of the Statutory Auditors forthe Financial Year 2019-20 is placed before the Members at the ensuing AGM. The saidAuditors have given their eligibility certificate in terms of Section 139 of the CompaniesAct 2013.
Observation of the Auditors M/s Saraf Manoj & Co. Chartered Accountants on thefinancial statement of the company are the following :
|AUDITORS REMARKS ||OUR COMMENT |
|Non compliance of sections 194-A 192 & 192-J of Income Tax Act 1961 with respect to TDS on interest other than Interest on Securities Salary & Fee for professional & Technical Services respectively. The TDS on above have not been deducted and deposited in time. ||The Sugar factory has not been in operation for last 5 consecutive seasons hence the normal working and availability of data is affected and the Company has not able to deducted the TDS. |
|Non compliance of generally accepted accounting principles in accounting of Gratuity Leave liabilities towards employees bonus Professional Taxes Trade License Fees Interest and penalty on delayed deposit of TDS & income from interest on securities and other deposits as they are accounted for on cash basis. ||Due to non-working in the factory there has been no access to the records of the employees. Initiative has been taken for the updating of the records and thereafter the estimation can be made. |
|The Company has not provided depreciation on its Fixed Assets for the period covered under this audit. The Company has also not provided depreciation on transition to Schedule - II of The Companies Act 2013. ||The Sugar factory has not been in operation for last 5 consecutive seasons hence the normal working and availability of data is affected. Due to no access of data company has been unable to ascertain exact amount of depreciation. |
|Due to operational difficulties company has suspended its operation of Cane Crushing since Fy 2004-05 & incurred a net loss of 124.48 lacs during the year ended 31.03.2019 and also in preceding previous year . Therefore as per our view the financial statements for the fY 18-19 should be prepare on Non-Going Concern Basis. ||Presently the company is mainly engaged in trading activities apart from earning income from Block Usage Charges from its fixed assets useful in sugar mill. The Company is in the process of exploring new business activities in the coming years |
During the year under review the Auditors have not reported any matter under Section143 (12) of the Companies Act 2013 therefore no detail is required to be disclosed underSection 134 (3) (ca) of the Act.
SECRETARIAL AUDITORS & REPORT
Your Company appointed CS Meena Chowdhary Practising Company Secretary (MembershipNo. - ACS 41084 and Certificate of Practice No. 16829) as the Secretarial Auditor of yourCompany for F.Y.- 2018-19 to conduct the Secretarial Audit pursuant to Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Secretarial Audit Report for the financial year ended March 31 2019 is annexed asAnnexure and forms part of the Report.
Observations of the Secretarial Auditor are self explanatory and do not call for anyfurther comments.
BUSINESS RISK MANAGEMENT
The main identified risks at the company are commercial risks financial risksoperational risks and legal & regulatory risks. Your company has established acomprehensive risk management system to ensure that risk to the company's continuedexistence as a going concern and to its development are identified and addressed on timelybasis. Risk management strategy as approved by the board of directors is implemented bythe company management.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING
As the manufacturing operation of the Company has been discontinued long ago and sincethe company doesn't have any manufacturing facilities and is not engaged in themanufacturing activity the prescribed information regarding compliance of rules relatingto conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of theCompanies Act 2013 read with Rule - 8 (3) of the Companies (Accounts) Rules 2014 is notprovided.
The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.
EMPLOYEES INFORMATION AND RELATED DISCLOSURES
As required under Section 197(12) of the Companies Act 2013 read with the Rules 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 disclosures of remuneration and other details/particulars of the Directorsand employees of the Company are provided in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors confirm that:
i. In the preparation of the Annual Accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
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 financials year and theloss of the company for the year under review;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case file pursuant to the Sexual Harassment of Womenat workplace (Prevention Prohibition And Redressal) Act 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
DE-MATERIALISATION OF SHARES:
The Company's equity shares are available for de-materialization on both thedepositories viz. NSDL & CDSL. Shareholders may be aware that SEBI has made tradingin your Company's shares mandatory in de-materialized form. As on 31st March 201914065600 equity shares representing 48.25% of your Company's Equity Share Capital havebeen de-materialised
LISTING AT STOCK EXCHANGE:
The Shares of the Company are listed on Bombay Stock Exchange Mumbai and NationalStock Exchange of India Ltd.
However trading of shares of the Company at the Bombay Stock Exchange Mumbai andNational Stock Exchange of India Ltd. is suspended and efforts are being made forresumption of the same for which the revocation fee together with listing fee uptofinancial year 2019-20 has already been paid and revocation is awaited.
During the year under review the relations between the Management and the workmen werecordial except witness of recent agitation. The management of the Company in confident tosolve the problem soon.
Your Company always endeavors to keep the time of response to Shareholders'requests/grievance at the minimum. Priority is accorded to address all the issues raisedby the Shareholders and provide them a satisfactory reply at the earliest possible time.The Shareholders' Grievance Committee of the Board meets periodically and reviews thestatus of the redressal of Shareholders' Grievances. The Shares of the Company continue tobe traded in Electronic Form and the De-materialization arrangement exists with both thedepositories viz. National Depository Limited and Central Depository Services (India)Limited.
Yours Directors wish to place on record the sincere and dedicated efforts of all themembers of the Company's team which has throughout the year remained active. YourDirectors also take this opportunity to offer their sincere thanks to FinancialInstitutions Banks other Government Agencies our valued customers and the investors fortheir continued support and assistance. The employees of your Company continued to displaytheir unstinted devotion co-operation. Your Directors take this opportunity to recordtheir appreciation for the same. Your Directors also express their profound thanks to theShareholders for their faith and continued support to the endeavors of the Company.
| ||For and Behalf of Board of Directors |
| ||Shirish Goswami |
| ||Wholetime Director |
| ||Chandan Kumar Garodia |
|Date: 30th July 2019 ||Director |