Your Directors present herewith the Fourth Annual Report on the performance of theCompany along with Audited Financial Statements of the Company for the year ended March31 2018.
1. Financial Results
A summary of standalone and consolidated Financial performance of the Company for theFinancial year ended on March 31 2018 as compared to the previous year are summarizedbelow: -
| || || || ||Rs.in lakhs |
| ||Standalone ||Consolidated |
|Particulars || |
Year ended March 31 2018
Year ended March 31 2017
ed Year ended March 31 2018
Year ended March 31 2017
|Revenue from Operations (Gross) ||42.21 ||15.82 ||3226.30 ||2751.41 |
|Profit before Finance Costs Tax Depreciation and Amortization ||10.94 ||(11.92) ||1328.48 ||801.25 |
|Less: Depreciation & Amortization || || || || |
|Expenses ||4.01 ||4.01 ||124.99 ||123.31 |
|Profit/(Loss) before tax ||6.93 ||(15.93) ||1121.53 ||659.78 |
|Profit/(Loss) after tax ||6.93 ||(15.93) ||922.60 ||584.98 |
2. Financial Performance and State of Affairs of the Company
During the Financial Year 2017-18 the Company earned a Profit of Rs. 6.93 lakhs ascompared to loss of Rs.15.93 lakhs in the previous year on standalone basis. Onconsolidated basis the Profit after tax stood at Rs. 922.60 lakhs as compared to theProfit of Rs. 584.98 lakhs in the previous year.
In view of inadequate Profits the Board of Directors has not recommended payment ofdividend.
There is no change in the nature of business of the Company. There were no significantor material ordfiers passed by regulators courts or tribunals impacting the Company'soperation in future.
There were no material changes and commitments affecting the Financial position of theCompany which have occurred between the end of the Financial year i.e. March 31 2018 andthe date of this report.
Details on the state of Affairs of the Company are covfered in the ManagementDiscussion and Analysis Report.
3. Share Capital
During the year under review there were no changes in either the Equity Share capitalor the Preference Share Capital of the Company. The paid up Equity Share Capital as onMarch 31 2018 stood at Rs. 1000.37 lakhs and the paid up Preference Share Capital of theCompany stood at Rs. 150.00 lakhs.
4. Subsidiary Companies
All subsidiaries of the Company are managed by their respective Board of Directors inthe best interest of those companies and their stakeholders. During the year there was nochange in the subsidiaries. The Company has two subsidiaries viz. Cinnatolliah Tea Limitedand Uttar Pradesh Trading Company Limited. The Company has formulated a policy fordetermining material subsidiaries in line with the requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The said Policy is beingdisclosed on the Company's website at the web-linkhttp://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Policy-on-Determination-of-Materiality.pdf
The consolidated Financial statements presented by the Company differences Financialinformation of its subsidiaries prepared in compliance with applicable AccountingStandards.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 the details containing salient features of theFinancial statement of your Company's subsidiary companies in Form AOC-1 forms part ofthis Report and is marked as Annexure - A'.
Save the above no other body corporate has become or ceased to be a subsidiary jointventure 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 Chairperson of the Company.
Mr. Chandra Shekhar Nopany [DIN: 00014587] will retire by rotation at the ensuingAnnual General Meeting and being eligible has of Rs.fered himself forre-appointment as a Director of the Company.
The Company has received declarations from all its Independent Directors conformingthat they meet the criteria of independence as laid down under Section 149(6) & (7) ofthe Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 (Listing Regulations').
In pursuance of the provisions of the Companies Act 2013 and according to Regulationof 25(3) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a Performance Evaluation Criteria has been laid down foreffective evaluation of performance of the Board of Directors the Committees thereof andindividual Directors including the Chairperson of the Company. After detailed discussionat Board level as well as taking input from each Director the Nomination and RemunerationCommittee finalized the proformas / questionnaires containing various parameters toevaluate the performance of Board and its committee(s) Individual Directors andChairperson of the Company. The performance evaluation parameters are based on their rolesand responsibilities contribution to the Company's goals decision making process flowof information and various other aspects. The evaluation of performance of the Board as awhole Committees of the Board Individual Directors and Chairperson of the Company wascarried out for the Financial Year 2017-18. The Nomination and Remuneration Committeeevaluated the performance of the individual Director.
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 more the Independent Directors at the said meeting had also assessed thequality quantity and timeliness of flow of information between the Company's managementand the Board that was necessary for the Board to effectively and reasonably perform itsduties.
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
During the year under review the Company appointed Ms Vijaya Agarwala as CompanySecretary w.e.f July 14 2017 and designated her as a Key Managerial Personnel underSection 203 of the Companies Act 2013.
The following directors / executives of your Company are whole-time Key ManagerialPersonnel (KMPs) as on March 31 2018 in accordance with the provisions of Section 203 ofthe Companies Act 2013 a. Mr. Santosh Kumar Poddar - Managing Director b. Mr. VikashGoel Chief Financial Officer c. Ms. Vijaya Agarwala Company Secretary
During the year there has been no change in the Key Managerial Personnel of theCompany save as above.
All Directors Key Managerial Personnel and Senior Management of the Company have con3formed compliance with the Code of Conduct applicable to Directors & employees of theCompany and a declaration to the said effect by the Managing Director is made part of theCorporate Governance Report which forms part of this Annual Report. The Code is availableon the Company's website at the web link-(http://birla-sugar.com/Assets/Ganges/Ganges-Securities-Code-of Conduct.pdf.) AllDirectors have con3 foformed compliance with the provisions of Section 164 of theCompanies Act 2013.
Details pertaining to their remuneration have been provided in the extract of AnnualReturn of the Company which forms a part of this report.
7. Remuneration Policy
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy as adopted by the Board ofDirectors is available on the Company's website and annexed to this Report as
The Nomination and Remuneration Committee has also framed criteria for performanceevaluation of every Director and accordingly has carried out the performance evaluation.
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 the Meetings was within the period prescribed under the CompaniesAct 2013.
The Board of Directors met 5 (five) times during the Financial year ended March 312018. The details of the Board Meetings held during the year have been furnished in theCorporate Governance Report foforming a part of this Annual Report.
9. Committees of the Board
Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted variouscommitteessuchasAuditCommitteeNomination&Remuneration Committee and StakeholdersRelationship Committee. The details of the terms of reference number and dates ofmeetings held attendance of the Directors and remuneration paid to them are separatelyprovided in the Corporate Governance Report which forms an integral part of this Report.
a. Audit Committee
The Audit Committee of the Board of Directors constitutes of Mr. Arun Kumar Newar asits Chairman and Mr. Nandanandan Mishra Mr Dhiraj Ramakant Banka and Mr. Santosh KumarPoddar as Members. During the year there were no instances where Board has not acceptedthe recommendation of the Audit Committee.
b. Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of Mr. Nandanandan Mishra as itsChairman Mr. Arun Kumar Newar and Mr Dhiraj Ramakant Banka as its Members.
c. Nomination and Remuneration Committee
The Nomination and Remuneration Committee constitutes of Mr Dhiraj Ramakant Banka asits Chairman and Mr. Arun Kumar Newar and Mr. Nandanandan Mishra as its Members.
10. Loans Guarantee and Investments
During the year under review the Company has not given any loans and corporateguarantees as covfered under the provisions of Section 186 of the Companies Act 2013.
Details on particulars relating to investments under Section 186 of the Companies Act2013 are provided in Note 6 of the Financial statements.
11. Related Party Contracts / Arrangements
All related party transactions that were entfered into during the Financial year wereon an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions entfered into by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential confilbbbict with the interest of the Company at large.
Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. The details ofrelated party transactions are set out in the notes to the Financial statements which setout related party disclosures.
The Company has developed a Related Party Transactions Policy for the purpose ofidentification and monitoring of such transactions and accordingly any or all RelatedParty Transactions are placed before the Audit Committee as also the Board for approval.The Related Party Transactions 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 reporting approval and disclosure processesare in place for all transactions between the Company and its Related Parties.
12. 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 the Non-Banking FinancialCompanies Acceptance of Public Deposits (Reserve Bank) Directions 2016 and the provisionsof Companies (Acceptance of Deposit Rules) 2014.
13. Risk Management and Internal Financial Controls Business Risk Evaluation andManagement is an ongoing process within the Organization. The Company has a robust riskmanagement framework to identify monitor and minimize risks as also identify businessopportunities.
The Company has in place adequate internal Financial controls with reference to theFinancial statements. During the year such controls were reviewed and no reportablematerial weakness was observed.
The Audit Committee reviews 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
14. Whistle Blower / Vigil Mechanism
The Company has established a vigil mechanism and adopted whistle blower policypursuant to which whistle blowfiers can report concerns about unethical behavior actualor suspected fraud or violation of the Company's code of conduct. The mechanism providesadequate safeguards against victimisation of persons who use this mechanism. The detailsof the said Policy is explained in the Corporate Governance Report and also posted on thewebsite of the Company at www.birla-sugar.com.
During the year 2017-18 no pfierson has been denied access to the Audit Committee.
15. Corporate Governance
Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its commencement. Your Board of Directors strive not just to adherewith the statutory and regulatory requirements but also voluntary practices that underliethe highest standards of transparency.
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Schedule V the Management Discussion & Analysis ReportReport on
Corporate Governance Declaration of Managing Director on Code of Conduct and a Certi3cate on compliance of conditions of Corporate Governance form integral part of this Reportand are annexed to this Report as Annexure B C D and E' respectively.
16. Auditors Audit Qualifications and Board's Explanations a. Statutory Auditors
M/s. Agrawal Subodh & Co. Chartfered Accountants having Firm Registration No.319260E were appointed as Statutory Auditors at the 2nd Annual General Meeting (AGM) ofthe Company to hold Office for a term of 5 (five) years from the conclusion of 2nd AGMtill the conclusion of the 7th consecutive AGM (subject to rati3 cation of suchappointment by the Members at every AGM). They have con3 formed that they are not disqualifiedfrom continuing as Auditors of the Company.
The Report given by the Auditors on the Financial statement of the Company is part ofthis 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 quali3 cation reservation or advfierse 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 appointedMessrs Vinod Kothari & Co. Practising Company Secretaries to conduct SecretarialAudit of the Company for the Financial year 2017-18.
The Secretarial Audit Report is annexed herewith as "Annexure F" which isself explanatory and does not call for any further comments.
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 Committeeappointed Messrs M Parasrampuria & Co. Chartfered Accountants to conduct InternalAudit of the Company for the Financial year 2017-18.
17. 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.
18. Extract of Annual Return
The details foforming part of the extract of the Annual Return in form MGT 9 areannexed herewith as Annexure "G"
19. 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.
20. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibiton& Redressal) Act 2013
During the year under review no complaint / case was filed pursuant to SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
21. 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.
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 2018 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 31 2018 and of the loss of the Company for the year ended onthat date;
c. that proper and sufficient care has been taken for 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 e3 ectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating e3 ectively.
24. CEO/CFO Certi3 cation
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 wish to express their sincere thanks to the bankfiers and otherstakeholders for their continued co-operation and assistance.
| ||For and on behalf of the Board |
| ||Chandra Shekhar Nopany |
|Place: Kolkata ||Co-Chairperson |
|Dated: 14th May 2018 ||DIN: 00014587 |