You are here » Home » Companies » Company Overview » Indian Sucrose Ltd

Indian Sucrose Ltd.

BSE: 500319 Sector: Agri and agri inputs
NSE: OSWALSUG ISIN Code: INE557C01017
BSE 09:09 | 24 Sep 49.60 2.35
(4.97%)
OPEN

49.60

HIGH

49.60

LOW

49.60

NSE 05:30 | 01 Jan Indian Sucrose Ltd
OPEN 49.60
PREVIOUS CLOSE 47.25
VOLUME 2361
52-Week high 71.90
52-Week low 19.85
P/E 2.98
Mkt Cap.(Rs cr) 77
Buy Price 49.60
Buy Qty 1640.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.60
CLOSE 47.25
VOLUME 2361
52-Week high 71.90
52-Week low 19.85
P/E 2.98
Mkt Cap.(Rs cr) 77
Buy Price 49.60
Buy Qty 1640.00
Sell Price 0.00
Sell Qty 0.00

Indian Sucrose Ltd. (OSWALSUG) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 29th Annual Report together withthe Audited Financial Statements of the Company for the financial year ended on 31stMarch 2020.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on 31st March 2020 areprepared in accordance with the relevant applicable IND AS and provisions of the CompaniesAct 2013.

The summarized financial highlight is depicted below.

Particulars 2019-2020 2018-2019
Revenue from Operations 532.02 362.80
Other Income 1.64 10.60
Total Income 533.66 373.40
Total Expenses 514.48 365.37
Profit/(Loss) before Finance cost Depreciation & Amortization and Tax Expenses 52.16 37.17
Finance Cost 24.90 21.37
Depreciation & Amortization 8.08 7.77
Profit/(Loss) before Tax 19.18 8.03
(i) Provision for Taxation (Current) 6.96 2.18
(ii) Deferred Tax 0.76 1.16
(iii) Provision for tax of earlier years (0.82) 0.33
Profit/ (Loss) after Tax 11.71 2.06

PERFORMANCE REVIEW

During the year under review your company has achieved turnover of Rs. 532.02 Crore ascompared to previous year turnover of Rs. 362.80 Crore and has earned net profit after Taxof Rs. 11.71 Crore as compared to previous year net profit after Tax of Rs. 2.06 Crore.

During the year under review your company has crushed 12680090.19 QTLS of Sugarcaneand produced 1283315. QTLS of Sugar as compared to previous year crushing of 11358750.520QTLS of sugarcane and production of 1268280 bags of Sugar.

The capacity utilization of the plant during the year under review was 73.19% and theaverage recovery was 10.22 % as compared to capacity utilization of 85.19% and averagerecovery of 11.16% in the previous year.

DIVIDEND & TRANSFER TO RESERVES

No amount is proposed to be transferred to the reserve(s) and your Directors have notrecommended payment of any dividend for the year under review.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year there was no change in the nature of business of the Company.

MATERIAL CHANGES AND EVENTS AFTER BALANCE SHEET DATE COVID 19

The Company is engaged primarily in the manufacturing and production of EssentialCommodities while operation fall under the category of "Essential Activities"issued by the Government of India the operation of the company was affected due to COVID19 pandemic like closure of crushing season of cane 2019-2020 before the expected closuredate due to non-availability of cane resulted slowdown in manufacturing process ascompared to normal capacity. Further there are some logistical issues across the countrydue to which our sale of finished product was got affected.

Indian sucrose Limited is in the business of manufacturing of Sugar which is coveredunder essential commodities. In view of the same the company had resumed partialoperations of the plant in accordance with the formal permission from the concernedGovernment authorities.

The operations of the Company have resumed with partial capacity and minimum staff inaccordance with the guidelines of Government.

The Company has taken proper steps to ensure smooth functioning of operations and forensuring health and safety of employee. It has taken series of measures and implementedguidelines for the same.

Due to lockdown and restrictions imposed on transportation by government the supplychain is adversely affected.

In the current Scenario the demand continues to be at a slower pace. However theCompany is positive and hopes that it will get normalized as and when the governmentlockdown is lifted.

The Company's capital and financial resources are not so much affected. The company hasavailed the cash Credit facility as granted by Punjab National Bank to meet all temporaryliquidity mismatch in operating cycle arising out of adverse impact to COVID - 19 as perloan & Advances Scheme of PNB COVID - 19 Emergency credit Facility vide Circular No.25/2020 dated March25 2020.

During the current period profitability is under pressure due to fall in demand thereis shortfall in price due to less demand. The company is confident to manage the same incoming period.

Due to shortfall in price the liquidity of the company has been impacted The Companyis in confidence to manage the same in coming period and will be able to meet all itsdebts obligation.

COVID-19 certainly have negative impact on the growth of the Company. The business ofthe Company is affected due to lockdown. However company is taking adequate measures tocope up in this difficult situation.

SHARE CAPITAL

During the Financial year 2019-20 the Share Capital of the Company remains the same asthat of previous year 2018-19.

DEPOSITS

During the period under review your Company has not accepted any deposits from publicwithin the meaning of Sections 73 and 74 of the Companies Act 2013 (the "Act")and the Companies (Acceptance of Deposits) Rules 2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount required to be transferred to IEPF.

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 notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

CSR is a company's sense of responsibility towards the community and environment inwhich it operates. It is the continuing commitment by business to behave ethically andcontribute to economic development of the society at large and building capacity forsustainable livelihoods. The Company believes in conducting its business responsiblyfairly and in a most transparent manner. It continually seeks ways to bring about anoverall positive impact on the society and environment where it operates and as a part ofits social objectives. This policy has been formally formulated and adopted in terms ofSection 135 of the Act and Rules framed there under to undertake CSR activities.

The Company has always made consistent efforts to maintain an active corporate socialresponsibility portfolio.

Composition of Corporate Social Responsibility Committee:

S. No. Name Chairman/Member
1. Abhay Upadhyay Chairperson
2. Kunal Yadav Member
3. Sebastian Gilbert Member

Mr. Sheoraj Singh Ahlawat whose tenure was expired on 30th September 2019as director/ member(s) from the Board and committee(s) of the company accordingly Mr.Sameer Kumar Tiwari was inducted as member in the Corporate Social Responsibilitycommittee on 30th September 2019. However due to some unavoidablecircumstances he had resigned from the post of director/member(s) on theBoard/committee(s) on 28th February 2020 then Mr. Sebastian Gilbert the Non-executive Independent Director has been inducted as Member in the CorporateResponsibility Committee on 11th April 2020.

The responsibilities of the CSR Committee include:

1) Formulating and recommending to the Board of Directors the CSR Policy and indicatingactivities to be undertaken by the Company in areas or subject specified in schedule VII

2) Recommending the amount of expenditure for the CSR activities.

3) Monitoring CSR activities from time to time.

As per the provisions of Companies Act 2013 all companies having a net worth of Rs.500 crore or more or a turnover of Rs. 1000 crore or more or a net profit of Rs. 5 croreor more during the immediately preceding financial year are required to constitute a CSRcommittee of the Board of Directors comprising three or more directors at least one ofwhom should be an independent director. All such companies are required to spend at least2% of the average net profits of their three immediately preceding financial years onCSR-related activities.

Accordingly the company was invested Rs. 3659240/- (Rupees Thirty-Six LacsFifty-Nine Thousand Two Hundred Forty Only) towards CSR activities during the financialyear as required to invest pursuant to specified Schedule VII of the Companies Act 2013.

Details of the CSR Policy available on our website www.muksug.com>about us>policy.

HUMAN RESOURCES

Human resources are the most important resource and your directors believe in to givethem their due weight age for their crucial role-playing in the overall progress of theorganization. The relationship between the management and the staffs/workers has beencomfortable and cordial during the year.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The policyidentifies the threat of such events as "Risks" which if occurred willadversely affect value to shareholders ability of Company to achieve objectives abilityto implement business strategies the manner in which the Company operates and reputation.Such risks are categorized into Strategic Risks Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks its assessmentmitigation measures monitoring and reporting. While the Company through its employeesand Executive Management continuously assess the identified Risks the Audit Committeereviews the identified Risks and its mitigation measures annually.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit department with adequateexperience and expertise in internal controls operating system and procedures. The systemis supported by documented policies guidelines and procedures to monitor business andoperational performance which are aimed at ensuring business integrity and promotingoperational efficiency.

The Internal Audit Department reviews the adequacy of internal control system in theCompany its compliance with operating systems and laid down policies and procedures.Based on the report of internal audit function process owners undertake correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard of Directors from time to time.

VIGIL MECHANISM

The Company has a vigil mechanism Policy to deal with instance of fraud andmismanagement if any. The vigil mechanism Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern. The policy has been uploaded in the websiteof the company at www.muksug.com.>about us>policy.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary joint venture or associate companies withinthe meaning of Sections 2(6) and 2(87) of the Companies Act 2013 as on 31st March 2020.The Company has framed a policy for determining material subsidiaries which has beenuploaded on website of the company at www.muksug .com. >aboutus>policy.

CHANGES IN BOARD AND KMP

a. Appointment/Resignation of Directors

(i) Your Director at its meeting held on 29th May 2019 on therecommendation of the Nomination and Remuneration Committee had appointed Mr. AbhayUpadhyay (DIN: 08434768) as an Additional Director in the capacity of Non - ExecutiveIndependent Director with immediate effect to hold office till the conclusion of 28thAnnual General Meeting of the Company held on 30th September 2019 and placehis regularization as director for a further term of five consecutive years up to 28thMay 2024 and the same has been approved by the Members at the AGM of the company held on30th September 2019.

(ii) The Members of your company had duly regularized the appointment of Mr. SebastianGilbert (DIN: 07794799) as Non - Executive Independent Director on Board to hold officefor a term of five consecutive years up to 21st November 2023 at the 28thAnnual General Meeting of the Company held on 30th September 2019.

(iii) Your Director at its meeting held on 30th September 2019 on therecommendation of the Nomination and Remuneration Committee had appointed Mr. SameerKumar Tiwary (DIN:08379854) as an Additional Director in the capacity of Non - ExecutiveIndependent Director with immediate effect to hold office till the conclusion of ensuingAnnual General Meeting of the Company to be held in the year 2020 However due to someunavoidable circumstance Mr. Sameer Kumar Tiwari had resigned from the board/Committee(s)of the Company on 28th February 2020.

During his tenure Mr. Sameer Kumar Tiwary is not disqualified from being appointed as aDirector as specified in terms of Section 164 of the Companies Act 2013.

(iv) Mr. Sheoraj Singh Ahlawat (DIN - 02027282) whose terms of appointment asdirector/member of the Board/Committee(s) was expired on 30th September 2019had submitted his unwillingness to continue for further terms as director/member of thecompany due to health issues. Consequently the board places on record it's appreciationfor the assistance and guidance provided by him during his tenure as Non - ExecutiveIndependent Director on Board/Committee(s) of the Company.

(v) During the year under review Mr. Geoffery Frederick Francis (DIN : 03420590) hadresigned from the Board/Committee(s) of the Company on 29th May 2019 due tosome pre -occupied work.

(vi) Your Director at its meeting held on 11th April 2020 on therecommendation of the Nomination and Remuneration Committee has appointed Mr. Parag Garg(DIN: 07735550) as an Additional Director in the capacity of Non - Executive IndependentDirector with effect from 11th April 2020

Your Directors have recommended for the approval of the Members the appointment of Mr.Parag Garg as Non-Executive Independent Director on board/committee(s) of the Company.

Mr. Parag Garg is not disqualified from being appointed as a Director as specified interms of Section 164 of the Companies Act 2013.

(b) Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Regulation 36 of theListing Regulations Ms. Kunj Deep Kalra (DIN: 05285059) retires at the ensuing AGM andbeing eligible offers herself for re-appointment. The brief resume/details relating toDirector who is to be re-appointed is furnished in the Notice of the ensuing AGM. TheBoard of Directors of your Company recommends the re-appointment of the Director liable toretire by rotation at the ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its performance as well as that of its Committees andindividual directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is available on thewebsite of the Company at www.muksug.com>about us > policy.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying it in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarize with theCompany's procedures and practices. The

Company has through presentations at regular intervals familiarized and updated theIndependent Directors with the strategy operations and functions of the Company and SugarIndustry as a whole. The details of such familiarization programs for IndependentDirectors are explained in the Corporate Governance Report and posted on the website ofthe Company at www.muksug.com>aboutus>policy.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and they have complied with the Code for Independent Directors asprescribed in Schedule IV to the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Seven (07) Meetings of the Board of Directors were held during the financial year ended31st March 2020. The intervening gap between two consecutive meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details of the Board and Committee(s)meetings are provided in the Corporate Governance Report forming part of this Report.

COMMITTEES OF THE BOARD

During the year the details of composition of the Committees of the Board of Directorsare as under: -

a. Audit Committee

S. No. Name Chairman/Member
1. Abhay Upadhyay Chairperson
2. Sebastian Gilbert Member
3. Kunal Yadav Member

Mr. Sheoraj Singh Ahlawat whose terms of appointment was expired on 30thSeptember 2019 as director/ member(s) from the Board and committee(s) of the companysubsequently Mr. Sameer Kumar Tiwari was inducted as member in the Audit committee on 30thSeptember 2019. However due to some unavoidable circumstances he had resigned from thepost of director/member(s) on the Board/committee(s) of the company on 28ndFebruary 2020 then Mr. Sebastian Gilbert the Non - Executive Independent Director hasbeen inducted as Member in the Audit Committee of the company on 11th April2020.

The terms of reference of the Audit Committee has been furnished in the CorporateGovernance Report. All the recommendation made by the Audit Committee during the year wereaccepted by the Board.

b. Nomination and Remuneration Committee

S. No. Name Chairman/Member
1. Abhay Upadhyay Chairperson
2. Sebastian Gilbert Member
3. Kunj Deep Kalra Member

Mr. Sheoraj Singh Ahlawat whose terms of appointment was expired on 30thSeptember 2019 as director/ member(s) from the Board and committee(s) of the companySubsequently Mr. Sameer Kumar Tiwari was inducted as member in the Nomination &Remuneration committee on 30th September 2019. However due to some unavoidablecircumstances he had resigned from the post of director/member(s) on theBoard/committee(s) of the company on 28nd February 2020 then Mr. SebastianGilbert the Non -Executive Independent Director has been inducted as Member in theNomination & Remuneration Committee on 11th April 2020. Mr. Kunal Yadavconveyed his

unwillingness to be continue as member of Nomination & Remuneration Committeew.e.f. 11th April 2020 due to some pre - occupied work.

The terms of reference of the Nomination & Remuneration Committee has beenfurnished in the Corporate Governance Report. All the recommendation made by theNomination & Remuneration Committee during the year were accepted by the Board.

c. Stakeholders Relationship Committee

S. No. Name Chairman/Member
1. Abhay Upadhyay Chairperson
2. Sebastian Gilbert Member
3. Kunal Yadav Member

Mr. Sheoraj Singh Ahlawat whose terms of appointment was expired on 30thSeptember 2019 as director/ member(s) from the Board and committee(s) of the companysubsequently Mr. Sameer Kumar Tiwari was inducted as member in the StakeholdersRelationship Committee on 30th September 2019. However due to some unavoidablecircumstances he had resigned from the post of director/member(s) on theBoard/committee(s) of the company on 28nd February 2020 then Mr. SebastianGilbert the Non -Executive Independent Director has been inducted as Member in theStakeholders Relationship Committee on 11th April 2020.

The terms of reference of the Stakeholders Relationship Committee has been furnished inthe Corporate Governance Report.

d. Corporate Social Responsibility Committee

S.No. Name Chairman/Member
1. Abhay Upadhyay Chairperson
2. Sebastian Gilbert Member
3. Kunal Yadav Member

Mr. Sheoraj Singh Ahlawat whose terms of appointment was expired on 30thSeptember 2019 as director/ member(s) from the Board and committee(s) of the companysubsequently Mr. Sameer Kumar Tiwari was inducted as member in the Corporate SocialResponsibility committee on 30th September 2019. However due to someunavoidable circumstances he had resigned from the post of director/member(s) on theBoard/committee(s) of the company on 28th February 2020 then Mr. SebastianGilbert the Non -Executive Independent Director has been inducted as Member in theCorporate Responsibility Committee on 11th April 2020.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors took proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors prepared the annual accounts on a going concern basis;

(e) the directors laid down internal financial controls to be followed by the companyand that such internal financial controls were adequate and operating effectively;

(f) the directors devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties are placed before the Audit Committee forapproval. All related party transactions that were entered into during the financial yearwere on an arm's length basis and in the ordinary course of business the particulars ofsuch transactions are disclosed in the notes to the financial statements. The nature ofrelated party transactions require disclosure in AOC-2 the same is attached with thisReport.

The policy on Related Party Transactions as approved by the Board is available onwebsite of the company at www.muksug.com>about us>policy.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there were no such orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operation in future.

AUDITORS AND AUDITOR'S REPORT A) STATUTORY AUDITORS

M/s R Dewan & Co. Chartered Accountants (FRN: 017883N) were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 30th September2019 to hold office till the conclusion of 29th Annual General Meeting of thecompany to be held in 2020 and are eligible for re - appointment. They have confirmedtheir eligibility to the effect that their re - appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re - appointment.

Accordingly The Board has subject to approval of members in the forthcoming AGM andrecommendation of Audit Committee approved the re-appointment of M/s R Dewan & Co.Chartered Accountants (FRN: 017883N) to hold office from the conclusion of this AnnualGeneral Meeting to be held in 30th September 2020 till the conclusion of 30thAnnual General Meeting of the Company to be held in 2021 for one (1) year.

Further as required under the provisions of section 139(1) of the Companies Act 2013the Company has received a written consent from M/s R Dewan & Co. CharteredAccountants (FRN: 017883N) to their appointment and a Certificate to the effect thattheir appointment if made would be in accordance with the Companies Act 2013 and theRules framed there under and that they satisfy the criteria provided in section 141 of theCompanies Act 2013.

The Members are requested to vote for the appointment of the Statutory Auditors asaforesaid and fix their remuneration.

The Report given by the Auditors on the financial statements along with the notes tothe financial statements of the Company for the financial year 2019-20 is forming part ofthe Annual Report. The observations and comments given by Auditors in their report readtogether with notes to

Accounts are self-explanatory and hence do not call for any further comments undersection 134 of the Act.

Explanation to Auditor's Remarks

(i)

Auditor's Remarks Management Remarks
An Amount of 1.96 crores interest free advance has been given to M/s Cosmos Sugar Private Limited in the previous year which is still outstanding The company has duly taken the approval u/s 185 of the companies Act 2013 for granting of loan to M/s Cosmos Sugar Private Limited in the Annual General meeting of the company held on 30.09.2019 charging of interest against such loan is not yet decided by the board. Soon they will finalize the same.

(ii)

Auditor's Remarks - ^ following related party t been approved by the B matters in their meeting will be placed before the General Meeting for fina he Company has duly entered into the ransactions during the year which have oard of Directors in addition to other held on 14th Feb 2020 Now the same shareholder in the forthcoming Annual approval. Management Remarks
Name of the Related Party Amount Involved (Rs. in crore) Remarks Due to some unavoidable circumstance charging of interest against loan is still due in a little while the board will finalize the same.
SNG Exim private Limited 5.59 Loan \ Advance given during the year. But rate of interest has not been decided by the management.
Shervani Sugar syndicate Limited

2.51

During the year Rs. 2.51 crore amount of loan was given. But the company is having permission as approved by the shareholders during the 2018-19 Annual General Meeting to give advance \ loan of maximum amount upto Rs.1.70 crores The company has taken the approval of related party transactions for the f.y.2019- 2020 in the Annual General Meeting of the company held on 30th September 2019 but due to some unavoidable circumstances the limit has been exceeded beyond the approved limit. After reviewing the same the board/committee have approved the proposed RPT till 31st March 2020 at the meeting of the committee/board held on 14th February 2020 which will be subject to the approval of the shareholders in the forthcoming Annual General Meeting of the company. however at the end of the financial year the limit comes down with the approved limit i.e. 1.70 crore

(iii)

Auditor Remarks Management Remarks
As per the Information and explanation given to us by the management the Company has provided guarantee in earlier years in respect of KCC loan secured to the farmers (suppliers) from Banks. As per Tri-partite agreement between the Indian Sucrose Ltd. farmers and banks the banks have sanctioned KCC limit to the farmers and credited the same to the Indian Sucrose Ltd. by debiting the same in farmers loan account. Accordingly the farmers are borrower in the books of Banks. The company was accordingly showing net balance i.e. recoverable from farmers less amount of loan (KCC) due to banks as Current Asset / Current liability in the Financial Statements. As per the terms & conditions of agreement the company was required to deduct and remit to bank from the amount due to farmers against supply of sugarcane the amount due to Bank against KCC loan. As majority of farmers in respect of which guarantee has been given by the company are not supplying sugarcane to the company since long period of time hence the company has adjusted the KCC Bank loan account of farmers against their (farmers) old outstanding recoverable against KCC loans. As a result net Rs.25.90 crores was recoverable from the farmers as on 01/04/2019 as per books of accounts which became stagnant and out of that the company has written off Rs.23.62 crores and recovered Rs.1.92 crores during the year. The company has shown the remaining amount of Rs.0.36 crores as recoverable whereas in our opinion recovery of entire amount is doubtful. As the mentioned amount of Rs. 0.36 crores is expected to recovered by the Company in the upcoming financial year so the management not consider it as a doubtful and management will take necessary actions if required to recover the amount within expecting timeline.

(iv)

Auditor Remarks Management Remarks
The Company is holding Equity investment in Rangar Breweries Limited. As per IND AS-32 "Financial instrument: Presentation" the financial instrument should be presented at fair value but the fair valuation of above financial instrument as on 31/12/2020 is not available with the Company. Accordingly same has been presented at their carrying cost as on Management will consider the same and take necessary valuation report.

(b) Cost Auditor

M/s Khushwinder Kumar & Co. Cost Accountants Jalandhar (Firm Registration No.100123) carried out the cost audit for applicable business during the year. The Board ofDirectors has appointed them as Cost Auditors for the financial year 2020-21. Theremuneration payable to the Cost Auditors is required to be placed before the members in ageneral meeting for their ratification. Accordingly a Resolution seeking members'ratification for the remuneration payable to M/s Khushwinder Kumar & Co. CostAuditors is included as item No. 4 of the notice convening the Annual General Meeting.

(c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Lalan Kumar Singh (FCS: 7837 COP: 8544) Company Secretary in practiceDelhi to conduct the Secretarial Audit of the Company for the financial year 2020- 21. TheSecretarial Audit Report is annexed herewith as Annexure - A. There are reservations oradverse remarks made by Secretarial Auditor in this report. The clarifications on thequalifications in the secretarial Auditors' Report are self-explanatory and no furtherexplanation is considered necessary: -

Explanation to Auditor's Remarks

S. No. Auditor Remarks Management Remarks
1. The Company has taken the approval of shareholders at the Annual General Meeting of the company held on 30th September 2019 upto a sum of Rupees 300 Crores for granting of Inter Corporate Loan(s) providing security(ies) /guarantee(s) and made investment in securities of other company as explained under section 186 of the companies Act 2013 The company has duly complied the provision of section 186 of the Companies Act 2013 except charging of Interest against the inter corporate loan. The Company has duly complied the provision of section 186 of the Company Act 2013 for granting of Inter Corporate Loan(s) providing security(ies) /guarantee(s) and made investment in securities of other company. Due to some unavoidable circumstance charging of interest against loan is still due in a little while the board will finalize the same.
2. The company has duly complied the provision of section 185 of the companies Act 2013 for granting of loan to such person in whom any of the director of the company is interested as explained under section 185 of the Companies Act 2013. However the interest has not been charged by the company against such loan. The company has duly taken the approval u/s 185 of the companies Act 2013 for granting of loan to such person in whom any of the directors of the company is interested in the Annual General meeting of the company held on September 30th 2019 charging of interest against such loan is not yet decided by the board. Soon they will finalize the same.
3. During the year under review the company had approved the limit of related parties' transactions as stated under section 188 of the Companies Act 2013 included current and proposed transaction(s) entered or to be entered by the related parties upto a sum of Rupees One Hundred Seventy-Two Crores till 31st march 2020 at the Annual General The company has taken the approval of related party transactions for the f.y.2019-2020 in the Annual General Meeting of the company held on 30th September 2019 but due to some unavoidable circumstances the limit has been exceeded beyond the approved limit. After reviewing the same the board/committee have approved the proposed RPT till 31st March
Meeting of the Company held on 30th September 2019. During the year the company had exceeded the approved limits of Related Parties Transaction(s). However the same has been squared off within the approved limit before the closure of the financial year i.e. 31st March 2020. 2020 at the meeting of the committee/board held on 14th February 2020 which will be subject to the approval of the shareholders in the forthcoming Annual General Meeting of the company. However at the end of the financial year the limit comes down with the approved limit.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis which formpart of this Report are set out as separate Annexures together with the Certificate fromthe auditors of the company regarding compliance of conditions of Corporate Governance asstipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-B.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2020 in Form MGT - 9in accordance with Section 92(3) of the Companies Act 2013 read with the CompaniesManagement and Administration) Rules 2014 is annexed herewith as Annexure-C.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect to the remuneration of the employees of the Company arenot applicable to the company.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure-D to this report.

Listing:

The shares of the company have been listed in Bombay Stock Exchange Limited (BSE Ltd).

Fraud

There was no case of any fraud reported during the financial year under report.

Secretarial Standards

The Board of Directors hereby affirms that your Company has adhered to the SecretarialStandards as prescribed by the Institute of Company Secretaries of India during thefinancial year under report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In terms of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has an internal complaints committee in place whichregisters the complaints made by any aggrieved woman for upholding the Justice.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the Company's customers vendors bankers auditors investorsGovernment authorities and stock exchanges during the year under review. Your Directorsplace on record their appreciation of the contributions made by employees at all levels.Your Company's consistent growth was made possible by their hard work solidarityco-operation and support.

For and on behalf of the Board Indian Sucrose Limited

sd/- sd/-
(Kunal Yadav) (Kunj Deep Kalra)
Date: 05.09.2020 Managing Director Director
Place: Punjab (DIN:01338110) (DIN: 05285059)

.