Eastern Sugar & Industries Ltd.
|BSE: 507528||Sector: Agri and agri inputs|
|NSE: EASTSUGIND||ISIN Code: INE889B01016|
|BSE 00:00 | 04 Mar||Eastern Sugar & Industries Ltd|
|NSE 05:30 | 01 Jan||Eastern Sugar & Industries Ltd|
|BSE: 507528||Sector: Agri and agri inputs|
|NSE: EASTSUGIND||ISIN Code: INE889B01016|
|BSE 00:00 | 04 Mar||Eastern Sugar & Industries Ltd|
|NSE 05:30 | 01 Jan||Eastern Sugar & Industries Ltd|
The Directors have pleasure in presenting the Annual Report and the Audited Accounts ofthe Company for the financial year ended March 31 2021:
During the financial year under review your Company had no income similar to that inthe previous financial year. As such Loss after Tax was registered at Rs. 21.00 lacswhich stood at Rs. 16.46 lacs in the previous financial year 2019-20.
The Company was engaged in the business of manufacturing of sugar and molasses at theunit taken on lease located in Motihari Bihar. However in view of termination of leaseagreement by the lessor in the year 2005 and other problems the manufacturing activitiesof the Company came to standstill inspite of the fact that the Company had spent morethan 50 Crores towards balancing equipments for the plant. Thereafter the management ofthe Company has been making its best efforts to set up its own unit for manufacture ofsugar and allied products but could not succeed due to non-availability of required fundsfor the project and also in view of viability of setting up of sugar plant varying fromtime to time.
Your Directors do not recommend any dividend for the year in view of net loss.
The company has not transferred any amount in General Reserve Account.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. As presently there is nooperating activities in the Company there has been no impact of COVID -19. HoweverCompany's efforts to upgrade the Sugar Plant and recommence operations are definitelyadversely impacted causing delay in formalising and implementing the same due to thepandemic situation.
MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
There has been no material event during the year to be reported.
During the year under review the Company has neither accepted nor renewed any depositsfrom public falling under the ambit of Section 73 of the Companies Act 2013("Act") read with the Companies (Acceptance of Deposits) Rules 2014.
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 year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review the following changes took place among theDirectors and Key Managerial Personnel of the Company:
1) The following Directors and KMPs were appointed
? Mr. Chandan Sharma (DIN: 08855518) Ms. Ankita Srivastava (DIN: 08855511) and Ms.Khushbu Sharma (DIN: 08855892) were appointed as Independent Directors w.e.f September 292020 for a period of for 5 (five) consecutive years for a term up to September 28 2025.
? Mr. Bijan Aditya (DIN: 07887918) was appointed as Additional Non-Executive Directorw.e.f November 11 2020 to hold office upto ensuing Annual General Meeting and beingeligible has been proposed to be reappointed as Non-Executive Director at the said AnnualGeneral Meeting .
? Mr. Subir Kumar Dey (DIN: 08945343) was appointed as Additional Non-ExecutiveDirector w.e.f December 23 2020 to hold office upto ensuing Annual General Meeting andbeing eligible has been proposed to be reappointed as Non-Executive Director at the saidAnnual General Meeting. ? Mr. Shibojyoti Majumder (PAN: ATJPM6195J ) was appointed asChief Financial Officer of the Company w.e.f November 11 2020.
2) The following Directors ceased to be director for the reasons as mentionedthereagainst -
? Mr. Bimal Kumar Nopany (DIN: 00694221) ceased to director w.e.f August 20 2020 dueto demise. ? Mr. Chandan Kumar Garodia (DIN: 05325649) resigned from directorship w.e.fOctober 07 2020. ? Mr. Ram Chandra Jha resigned (DIN: 02812046) resigned fromdirectorship w.e.f October 07 2020. ? Ms. Ratna Srivastava (DIN: 02657363) resigned fromdirectorship w.e.f December 23 2020.
Your Directors put on records their appreciation for the guidance and valued servicesreceived from Mr. Bimal Kumar Nopany Mr. Chandan Kumar Garodia Mr. Ram Chandra Jha andMs. Ratna Srivastava during the tenure of their office.
Mr. Shirish Goswami (DIN: 02899135) retires by rotation at the ensuing AGM and beingeligible offers himself for re-appointment.
Profiles of Directors to be appointed/re-appointed at the ensuing AGM as required byRegulation 36 (3) of the Listing Regulations and Secretarial Standard - 2 on GeneralMeetings are given in the notice of the ensuing AGM.
DECLARATION BY INDEPENDENT DIRECTORS
The Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with Schedule IV of the Act and the Company'sCode of Conduct.
Further in terms of Section 150 of the Act read with Companies (Appointment andQualification of Directors) Rules 2014 all Independent Directors of the Company areregistered with Indian Institute of Corporate Affairs. In the opinion of the Board theIndependent Directors hold highest standard of integrity and possess the requisitequalifications experience expertise and proficiency. .
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 Whole Time Director Non-Executive Director andNon-Independent Director have also been framed.
The criteria for performance evaluation of Directors among others includes factors suchas preparation participation engagement personality and conduct value additionstrategic planning and vision team spirit and consensus building leadership qualityunderstanding and focus on key business issues independent thinking and judgment qualityof analysis experience and business wisdom management qualities awareness motivationintegrity ethics and receptivity. The criteria for evaluating the Board'sfunctioning/effectiveness inter alia includes its structure strategic review businessperformance review internal controls process and procedures.
On the basis of the criteria framed a process was followed by the Board for evaluatingthe performance of individual Directors its own performance and its Committees. TheNomination and Remuneration Committee also evaluated the performance of every individualDirector. The Independent Directors in their separate Meeting also carried out theperformance evaluation of the Whole Time Director Non-Executive Director and othernon-independent Director as well as the Board of the Company. The Directors expressedoverall satisfaction on the performance and functioning of the Board its Committees andthe 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:https://www.easternsugar.in/
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
Eight Meetings of the Board of Directors were held during the year. The particulars ofthe meetings held and attended by each Director are detailed in the Corporate GovernanceReport.
During the financial year under review in view of changes in Directorships of theCompany the Audit Committee of the Company was reconstituted from time to time and thepresent Committee comprises of Mr. Chandan Sharma as Chairperson and Mr. Ankita Srivastavaand Mr. Subir Kumar Dey as its members. The terms of reference of the Committee have beenprovided in the Corporate Governance Report
NOMINATION & REMUNERATION COMMITTEE
During the financial year under review in view of changes in Directorships of theCompany the Nomination & Remuneration Committee of the Company was reconstituted fromtime to time and the present Committee comprises of Mr. Chandan Sharma as Chairperson andMs. Ankita Srivastava and Mr. Subir Kumar Dey as its members.
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.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
During the financial year under review in view of changes in Directorships of theCompany the Stakeholders Relationship Committee of the Company was reconstituted from timeto time and the present Committee comprises of Ms. Khushbu Sharma as Chairperson and Ms.Ankita Srivastava and Mr. Subir Kumar Dey as its members. The terms of reference of thecommittee have 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 to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming 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 point no. 2 & 7 to the FinancialStatement.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
All contracts /arrangements /transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orwhich is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) readwith Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014. ThePolicy on Materiality of Related Party Transactions and on dealing with Related PartyTransactions as approved by the Board is available on the Company's website and can beaccessed at https://www.easternsugar.in/
There were no materially significant related party transactions which could havepotential conflict with the interests of the Company at large. Members may refer to Note18(xi) to the Standalone Financial Statement which sets out related party disclosurespursuant to Ind AS.
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:https://easternsugar.in/Whistle-blower-policy.aspx
COMPLIANCE WITH THE CODE OF CONDUCT:
A declaration signed by the Whole time Director affirming compliance with the Company'sCode of Conduct by the Directors and Senior Management for the financial year 2020-21 asrequired under Schedule V of the Listing Regulations forms a part of this Annual Report.
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.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website athttps://easternsugar.in/PDF/anualreturn/Annual_Return_March_2021.pdf
AUDITORS AND AUDITORS' REPORT
At the AGM held on September 18 2017 the Members approved appointment of M/s SarafManoj & Co (FRN 323473E) Kolkata as the Statutory Auditors of the Company to holdoffice for a period of five years from the conclusion of that AGM till the conclusion ofthe AGM to be held in the year March 31 2022 subject to ratification of their appointmentby Members at every AGM if so required under the Act. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at thisAGM.
The Statutory Auditor has confirmed that they continue to remain eligible to act as theStatutory Auditor of the Company.
Observations of the Auditors M/s. Saraf Manoj & Co. Chartered Accountants onfinancial statement of the Company given in the following:
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.-2020-21 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 2021 is annexed asAnnexure and forms part of the Report.
Observations of the Secretarial Auditor are self explanatory and do not call for anyfurther comments.
SECRETARIAL COMPLIANCE REPORT:
Pursuant to Regulation 24(A) of SEBI Listing Regulations the Company has obtainedannual secretarial compliance report from Ms. Meena Chowdhary (Membership No. ACS 41084and CP No. 16829) Company Secretary in Practice Kolkata and the same was submitted tothe stock exchanges within the prescribed time limits. The Annual Secretarial ComplianceReport duly signed by the Company Secretary in Practice is available on the Company'swebsite athttps://easternsugar.in/annual-secretarial-compliance/AnnualSecretarialComplianceMarch_2021.pdf
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.
The Board has on the recommendation of the nomination & remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration. The Remuneration Policy is available on the Company's website athttps://www.easternsugar.in/
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
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2021 and of theprofit/(loss) of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) that the annual financial statements have been prepared on a goingconcern basis;
e) that proper internal financial controls to be followed by the Company have been laiddown and that the financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
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 March 31 202126316000 equity shares representing 90.28% of your Company's Equity Share Capital havebeen de-materialised.
LISTING AT STOCK EXCHANGE:
The Shares of the Company are listed on BSE Ltd. Mumbai and National Stock Exchange ofIndia Ltd.
However trading of shares of the Company at the BSE Ltd. and National Stock Exchangeof India Ltd. is suspended and necessary applications for revocation of suspension havebeen made and revocation is awaited. Annual Listing fee upto financial year 2020-21 hasalready been paid.
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 raised by the Shareholders and providethem a satisfactory reply at the earliest possible time. The Shareholders' GrievanceCommittee of the Board meets periodically and reviews the status of the redressal ofShareholders' Grievances. The Shares of the Company continue to be traded in ElectronicForm and the De-materialization arrangement exists with both the depositories 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 cooperation. 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.