Your Directors present herewith the seventh Annual Report on the business &operations of the Company together with the Audited Financial Statements for the yearended March 312021.
1. Financial Results
A summary of the standalone and consolidated financial performance of the Company forthe financial year ended March 31 2021 as compared to the previous year is as summarisedbelow:
| || |
|Particulars ||Year ended March 31 2021 ||Year ended March 312020 ||Year ended March 312021 ||Year ended March 31 2020 |
|Revenue from Operations ||493.68 ||74.90 ||3481.05 ||3186.40 |
|Profit before Finance Costs Tax Depreciation and Amortization ||478.65 ||55.14 ||1248.30 ||952.23 |
|Less: Depreciation & Amortization Expenses ||2.36 ||2.25 ||69.54 ||65.49 |
|Less: Finance Costs ||7.33 ||13.54 ||8.34 ||15.74 |
|Profit/(Loss) Before Tax ||468.96 ||39.35 ||1170.42 ||871.00 |
|Less: Provision for Tax ||(1.61) ||- ||- ||0.60 |
|Profit/(Loss) After Tax ||470.57 ||39.35 ||979.42 ||714.09 |
2. Financial Performance and State of affairs of the Company
During the Financial Year 2020-21 the standalone Gross Revenue from Operations was Rs493.68 (Previous Year: Rs 74.90). The Profit stood at Rs 470.57 (Previous Year: Rs 39.35)registering a satisfactory growth.
The Consolidated Gross Revenue from operations for FY 2021 was Rs 3481.05 (PreviousYear: Rs 3186.40). The Consolidated profit stood at ' as 979.42 (Previous Year: Rs 714.09Lakhs).
The Board of Directors has not recommended payment of dividend.
There is no change in the nature of business of the Company. The Company had appliedfor voluntary delisting of equity shares of the Company from the Calcutta Stock ExchangeLimited (CSE) pursuant to the Securities and Exchange Board of India (Delisting of EquityShares) Regulations 2009. The same was approved and the Company is delisted w.e.f February26 2021.There were no significant or material orders passed by any regulator court ortribunal impacting the Company's operation in future.
There are no other material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year i.e. March 312021and the date of this report.
Details on the state of affairs of the Company are covered in the Management Discussionand Analysis Report attached to this Report and marked as 'Annexure A'.
3. Share Capital
During the year under review pursuant to the Order of the Hon'ble NCLT AllahabadBench the Company has issued 240000 (Two Lakhs Forty Thousand) 8.5% (Eight and HalfPercent) per annum Non-Convertible Cumulative Redeemable Preference Shares ('NCCRPS') ofINR 100/- (Rupees One Hundred) each aggregating to INR 24000000/- (Rupees Two CroreForty Lakhs) to the existing preference shareholders being equal to the amount requiredto be paid by the Company to the preference shareholders on redemption of the NCCRPS that is INR 15000000 (Rupees One Crore Fifty Lakhs) in addition to unpaid dividendsthereon upto September 24 2019 at a rate of 12% (Twelve Percent) per annum amounting toINR 9000000 (Rupees Ninety Lakhs).
There has been no change in the paid up Equity Share Capital of the Company. The paidup Equity Share Capital as on March 312021 stood at Rs. 1000.37 lakhs.
4. Subsidiary Associate and Joint Venture
During the year there has been no change in the subsidiaries. The Company has twosubsidiaries viz. Cinnatolliah Tea Limited and Uttar Pradesh Trading Company Limited. TheCompany has formulated a policy for determining material subsidiaries in line with therequirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015('Listing Regulations'). The said Policy is being disclosed on the Company's website atthe web-linkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Policy-on-Determination-of-Materiality.pdf.The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 which forms partof this Report and marked as 'Annexure - 'B'.
Except the above no other body corporate has become or ceased to be a subsidiaryjoint venture or associate company during the year.
The Board of Directors comprises of 5 (five) Non-Executive Directors having experiencein varied fields and a Managing Director. Out of five Non-Executive Directors three areIndependent Directors. Mrs. Nandini Nopany is the Non-Executive Chairperson of theCompany.
In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mrs. Nandini Nopany [DIN: 00051362] retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment for approval of the Members of the Company at theforthcoming Annual General Meeting.
Mr Santosh Kumar Poddar has relinquished the office of the Managing Director of theCompany with effect from March 31 2021. He shall continue to act as a Non-ExecutiveDirector on the Board of the Company.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee has appointed Mrs. Urvi Mittal as the Managing Director with effect from April012021.
The Board recommends the resolution in relation to appointment of Mrs. Urvi Mittal[DIN: 02780842] as a Managing Director for the approval of the members of the Company.
The Company has received necessary declarations from all the Independent Directors('IDs') of the Company confirming that they meet the criteria of independence as laid downunder Section 149(6) & (7) of the Companies Act 2013 and Regulation 25 of the ListingRegulations Declarations have also been received by all the appointed IndependentDirectors of the Company with regard to registration on the databank of IDs maintained bythe Indian Institute of Corporate Affairs Manesar (Haryana) in accordance with theprovisions of Section 150 of the Companies Act 2013.
In pursuance of the provisions of the Companies Act 2013 and according to Regulationof 25(3) of the Listing Regulations Performance Evaluation Criteria has been laid downfor effective evaluation of performance of the Board of Directors the Committees thereofand individual Directors including the Chairperson of the Company. After detaileddiscussion at Board level as well as taking input from each Director the Nomination andRemuneration Committee finalized the proformas / questionnaires containing variousparameters to evaluate the performance of Board and its committee(s) Individual Directorsand Chairperson of the Company. The performance evaluation parameters are based on theirroles and responsibilities contribution to the Company's goals decision making processflow of information and various other aspects. The evaluation of performance of the Boardas a whole Committees of the Board Individual Directors and Chairperson of the Companywas carried out for the Financial Year 2020-21.
Further the Independent Directors at their separate meeting reviewed the performanceand role of non-independent directors and the Board as a whole and Chairman of theCompany. Further the IDs at their meeting have also assessed the quality quantity andtimeliness of flow of information between the Company management and the Board that wasnecessary for the Board to effectively and reasonably perform their duties.
Other information on the Director(s) including required particulars of Directorsretiring by rotation is provided in the Notice convening the Annual General Meeting.
6. Key Managerial Personnel
The following directors / executives of your Company are whole-time Key ManagerialPersonnel (KMPs) as on 31st March 2021 in accordance with the provisions of Section 203of the Companies Act 2013 -
Mr. Santosh Kumar Poddar- Managing Director
Mr. Vikash Goyal- Chief Financial Officer;
Ms. Vijaya Agarwala- Company Secretary
During the year under review there was no change in the Key Managerial Personnel. MrsUrvi Mittal has been appointed as the Managing Director of the Company with effect fromApril 012021.
All Directors Key Managerial Personnel and Senior Management of the Company haveconfirmed compliance with the Code of Conduct applicable to Directors & employees ofthe Company and a declaration to the said effect by the Managing Director is made part ofCorporate Governance Report which forms part of this report. The Code is available on theCompany's website at the web link- http://www.birla-sugar.com/Assets/Ganges/Familiarisation_Programme_for_independent_Director_-_Ganges_Securities_Umited.pdfAll Directors have confirmed compliance with the provisions of Section 164 of theCompanies Act 2013.
7. Familiarisation Programme
Periodic presentations are made at the Board Meetings with respect to businessperformance and updates on business strategy of the Company. The details of thefamiliarisation programme (other than through meeting of Board and its Committees)imparted to Independent Directors is uploaded on the website of the Company and availableat the weblink- http://www.birla-sugar.com/Assets/Ganges/Familiarisation_Programme_forJndependent_Director_-_Ganges_Securities_Umited.pdf
Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/ her role duties and responsibilities. Theformat of such letter of appointment is available at the website of the Company athttp://www.birla-sugar.com/Assets/Ganges/Terms-and-conditions-of-appointment-of-Independent-Directors2.pdf
8. Policy on Directors' appointment and remuneration
The policy of the Company is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management.
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel (KMP) and Senior Management of theCompany. The Policy inter-alia includes the appointment criterion & qualificationrequirements process for appointment & removal retirement policy and remunerationstructure & components etc. of the Directors KMP and other senior managementpersonnel of the Company. As per the Remuneration Policy a person proposed to beappointed as Director KMP or other senior management personnel should be a person ofintegrity with high level of ethical standards.
We affirm that the remuneration paid to the directors is as per the terms laid out inthe Nomination and Remuneration Policy of the Company and that there has been no change inthis policy during the year under review and a copy of the said Policy is available at thewebsite of the Company at the weblinkhttp://www.birla-sugar.com/Assets/Ganges/Remuneration-Policy_Ganges.pdf.
A calendar of Meeting is prepared and circulated in advance to the Directors. The Boardevaluates all the decisions on a collective consensus basis amongst the Directors. Theintervening gap between Meetings was within the period prescribed under the Companies Act2013. During the financial year ended March 31 20215 (five) Meetings of the Board ofDirectors of the Company were held. The details of the Board Meetings held during thefinancial year 2020-21 have been furnished in the Corporate Governance Report forming partof this Annual Report.
The Company has complied with the applicable Secretarial Standards prescribed underSection 118(10) of the Companies Act 2013.
10. Committees of the Board
As on March 312021 there are three Board constituted Committees viz: as AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee. The details of the terms of reference number and dates of meetings heldattendance of the Directors and remuneration paid to them are separately provided in theCorporate Governance Report which forms an integral part of this Report.
11. Loans Guarantee and Investments
During the year under review the Company has not given any loans and corporateguarantees covered under the provisions of Section 186 of the Companies Act 2013.
Details on particulars relating to investments/loans under Section 186 of the CompaniesAct 2013 are provided in Note 6 to the financial statements.
12. Related Party Contracts / Arrangements
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable. The details of related partytransactions are set out in the notes to the financial statements.
The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions and accordingly all Related PartyTransactions are placed before the Audit Committee as also the Board for approval. Thesaid Policy is available on the Company's website at the weblinkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Related-Party-Transaction-Policy.pdf The Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand its Related Parties.
13. Public Deposits
The Company has not accepted any deposits from the public and as such there are nooutstanding deposits within the meaning of the provisions of Non-Banking FinancialCompanies Acceptance of Public Deposits (Reserve Bank) Directions 2016 and the provisionsof Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules2014. There was no public deposit outstanding as at the beginning and end of the financialyear 2020-21.
14. Risk Management and Internal Financial Controls
Business Risk Evaluation and Management is an ongoing process within the organization.The Company's approach to addressing business risks is comprehensive and includes periodicreview of such risks and a framework for mitigating controls and reporting mechanism ofsuch risks
The Company has a robust risk management framework to identify monitor and minimizerisks as also identify business opportunities. The Company has in place adequate internalfinancial controls with reference to the financial statements. During the year suchcontrols were reviewed and no reportable material weakness was observed.
The Audit Committee reviews the adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems. Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the industry.
15. Whistle Blower / Vigil Mechanism
The Company has established a vigil mechanism and adopted whistle blower policypursuant to which whistle blowers can report concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct policy.
The mechanism provides adequate safeguards against victimisation of persons who usethis mechanism. The said Policy can be accessed on the Company's website at the weblinkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Whistle-Blower-Policy.pdfDuring the year there was no instance of fraud which required the Statutory Auditors toreport to the Audit Committee and / or Board under Section 143(12) of Act and Rules framedthereunder.
16. Corporate Governance & Annual Return
Your Directors strive to maintain highest standards of Corporate Governance. TheCorporate Governance Report for the Financial Year 202021 is attached as 'Annexure C' tothis Report. The declaration of the Managing Director confirming compliance with the 'Codeof Conduct' of the Company Report and Auditor's Certificate confirming compliance with theconditions of Corporate Governance are enclosed as 'Annexure D' and 'Annexure E' to thisReport respectively.
The extract of the Annual Return of the Company is attached as 'Annexure- F' to thisReport.
17. Auditors Audit Qualifications and Board's Explanations
a. Statutory Auditors
M/s. Agrawal Subodh & Co. Chartered Accountants having Firm Registration No.319260E were re-appointed as Statutory Auditors at the 6th Annual General Meeting (AGM)of the Company to hold office for another term of 5 (five) years from the conclusion of6th AGM till the conclusion of the 11th consecutive AGM. They have confirmed that they arenot disqualified from continuing as Auditors of the Company.
The Report given by the Auditors on the financial statement of the Company forms partof this Report. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Messrs Vinod Kothari & Co. Practising Company Secretaries to conductSecretarial Audit of the Company for the financial year 2020-21.
The Secretarial Audit Report is annexed herewith as 'Annexure G1' and self- explanatoryand does not call for any further comments. In addition to the above pursuant toRegulation 24A of the Listing Regulations the Secretarial Audit Reports of the materialunlisted subsidiaries of the Company viz. Cinnatolliah Tea Limited and Uttar PradeshTrading Company Limited form part of this Report and are marked as 'Annexure -G2' and'Annexure -G3' respectively.
c. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 your Company has on the recommendation of the Audit Committeere-appointed Messrs M Parasrampuria & Co. Chartered Accountants to conduct InternalAudit of the Company for the financial year 2020-21.
18. Corporate Social Responsibility (CSR) Policy
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company.
19. Investor Education and Protection Fund
The provisions pertaining to Investor Education and Protection Fund (Uploading ofInformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 arenot applicable to your Company.
20. Energy Conservation Technology absorption and Foreign Exchange Earnings &Outgo
The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to yourCompany as it does not have any activity requiring conservation of energy or technologyabsorption. There was no foreign exchange inflow or outflow during the year under review.
21. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
The 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 no complaint / case was filed pursuant to Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
22. Particulars of Employees
During the year under review there was no employee in the Company who was in receiptof remuneration as required to be disclosed under Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
23. Directors' 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(3)(c) 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 as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 312021 and of the loss of the Company for the year ended onthat 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 going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
24. CEO/CFO Certification
Mr. Santosh Kumar Poddar Managing Director and Mr. Vikash Goyal Chief FinancialOfficer have submitted certificates to the Board as contemplated under Regulation 17(8) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Your Directors take this opportunity of recording their appreciation of theshareholders financial institutions bankers suppliers and cane growers for extendingtheir support to the Company. The Board of Directors also convey its sincere appreciationof the commitment and dedication of the employees at all levels.
| ||For and on behalf of the Board |
| ||Nandini Nopany |
|Place: Kolkata ||Chairperson |
|Dated: May 10 2021 ||DIN:00051362 |