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Indian Sucrose Ltd.

BSE: 500319 Sector: Agri and agri inputs
NSE: OSWALSUG ISIN Code: INE557C01017
BSE 13:22 | 27 Jan 58.65 -0.55
(-0.93%)
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61.90

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61.90

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NSE 05:30 | 01 Jan Indian Sucrose Ltd
OPEN 61.90
PREVIOUS CLOSE 59.20
VOLUME 9237
52-Week high 99.00
52-Week low 45.00
P/E 4.30
Mkt Cap.(Rs cr) 102
Buy Price 58.80
Buy Qty 20.00
Sell Price 58.95
Sell Qty 48.00
OPEN 61.90
CLOSE 59.20
VOLUME 9237
52-Week high 99.00
52-Week low 45.00
P/E 4.30
Mkt Cap.(Rs cr) 102
Buy Price 58.80
Buy Qty 20.00
Sell Price 58.95
Sell Qty 48.00

Indian Sucrose Ltd. (OSWALSUG) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 3 lsl Annual Report together withthe Audited Financial Statements of the Company for the financial year ended on 31stMarch 2022.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on 3131 March 2022 areprepared in accordance with the relevant applicable IND AS and provisions of the CompaniesAct 2013.

The summarized financial highlight is depicted below.

(Rs. in Lakhs)

Particulars 2021-2022 2020-2021
Revenue from Operations 44276.76 43058.01
Other Income 731.06 363.36
Total Income 45007.81 43421.37
Total Expenses 40973.02 40364.53
Profit/(Loss) before Finance cost Depreciation & Amortization and Tax Expenses 6630.92 5626.35
Finance Cost 1901.17 1811.90
Depreciation & Amortization 694.97 757.78
Profit/(Loss) before Tax 4034.79 3056.84
(i) Provision for Taxation (Current) 1436.22 878.55
(ii) Deferred Tax (1140.41) 48.13
(iii) Provision for tax of earlier years 11.58 (107.02)
Profit/ (Loss) after Tax 3701.51 2175.15

PERFORMANCE REVIEW

During the year under review your Company has achieved turnover of Rs. 44276.76 Lakhsas compared to previous year turnover of Rs. 43058.01 Lakhs and has earned net profitafter Tax of Rs. 3701.51 Lakhs as compared to previous year net profit after Tax of Rs.2175.15 Lakhs.

During the year under review your company has crushed 9395400.66 QTLS of Sugarcane andproduced 982860 QTLS of Sugar as compared to previous year crushing of 9884382.37 QTLS ofsugarcane and production of 1013754 bags of Sugar.

The capacity utilization of die plant during die year under review was 79.80 and theaverage recovery was 10.48% as compared to capacity utilization of 86.14% and averagerecovery of 10.30 % 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 COMMITMENT

There is no change in the nature of business of the company during the year.

There is no material change or commitment affecting the financial position of thecompany that has occurred since 31s' March 2022 to the date of this report.

SHARE CAPITAL

During the year under review the Authorized Share Capital of the Company has beenincreased from INR 250000000/- (Rupees Twenty-Five Crores Only) divided into18000000 (One Crore Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and7000000 (Seventy Lakh) Preference Shares of Rs. 10/- (Rupees Ten) each to INR400000000/- (Rupees Forty Crores Only) divided into 33000000 (Three Crore ThirtyLakh only) Equity Shares of Rs. 10/- (Rupees Ten) each and 7000000 (Seventy Lakh)Preference Shares of Rs. 10/- (Rupees Ten) each by creation of additional 15000000 (OneCrore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari-passu in allrespects with existing Equity Shares of the Company.

During the year under review the paid up Share Capital of the Company has beenincreased from INR 154618070/- (Rupees fifteen crores forty-six lakh eighteen thousandseventy rupees only) to INR 170518070/- (Rupees Seventeen Crores Five lakh eighteenthousand seventy only) due to conversion of warrants issued through fully convertiblewarrants on preferential basis to the persons belonging to "promoter and promotergroup category".

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 INV ESTOR 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 responsibilityfairly 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 (CSR Committee):

S. No. Name Chairman/Member
1. Abhay Upadhyay Chairperson
2. Geeta Sharma Member
3. Jaitender Kumar Member

During the reporting period

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. 40.80 Lacs towards CSR activities during thefinancial year as required to invest pursuant to specified Schedule VII of the CompaniesAct 2013. The Annual Report on corporate social responsibility activities is attached andmarked as Annexure -A and forms part of this report.

During the Financial Year 2021-22 in view of various amendments brought out by theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 Corporate SocialResponsibility Policy was revised to incorporate the amendments The Corporate SocialResponsibility policy of the company can be accessed at www.muksu g.in>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.muksup.in.>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 2022.The Company has framed a policy for determining material subsidiaries which has beenuploaded on w'cbsitc of the company at www.muksug.in.>about us>policv.

CHANGES in board and kmp

(a) Appointment/Resignation of Directors

(i) Board of Directors in their Meeting held on 26th August 2022 appointedMr. Ashish Singh Yadav (DIN: 09265468) as an Additional Director in the capacity of Non -Executive Independent Director with immediate effect to hold office till the conclusion of31st Annual General Meeting of the Company to be held in the year 2022. TheNomination & Remuneration committee considered and recommended the appointment of Mr.Ashish Singh Yadav as Non - Executive Independent Director for a term of five consecutiveyears up to 25lh August 2027 on Board/committee(s) which was approved by theBoard of Directors at its meeting held on 31al August 2022. The proposal forre-appointment of Mr. Ashish Singh Yadav will be placed before the members for itsapproval in the ensuing Annual General Meeting. Brief resume of Mr. Ashish Singh Yadav iscirculated to the members as part of the AGM Notice.

(ii) Mr. Abhay Upadhyay Non-Executive Independent Director ceased to be director ofthe Company consequent to his resignation effective from 26th August 2022. dueto involvement with some other projects.

During the Financial Year 2021-22 there is no Appointment/Resignation in the Board.

(b) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Act Mrs. Geeta Sharma (DIN:08905164) Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re - appointment. The Board ofDirectors recommends her re - appointment at the forthcoming Annual General Meeting. Briefresume of Mrs. Geeta Sharma is circulated to the members as part of the AGM Notice.

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.in>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 regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company and Sugar Industry as a whole. The details of suchfamiliarization programs for Independent Directors are explained in the CorporateGovernance Report and posted on the website of the Company at www.muksug.in >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

Eight (8) Meetings of the Board of Directors w'ere held during the financial year ended31st March 2022. The intervening gap between tw'o 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

Name No. Designation Category
1. Neeraj Bansal Chairperson Non-Executive - Independent Director
2. Shriram Agraw'al Member Non-Executive - Independent Director
3. Kunal Yadav Member Executive Director
4. *Abhay Upadhay Member Non-Executive - Independent Director

* Mr. Abhay Upadhyay resigned from the post of membership of the committee on26.08.2022 Mr. Ashish Singh Yadav will act as member of the Committee w.e.f. 26.08.2022appointed as non - executive Independent director at the board meeting of the companyheld on 26.08.2022 to hold office till the conclusion of 31st AGM of theCompany.

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. Name No. Chairman/Member Category
1. * Abhay Upadhay Chairperson Non-Executive - Independent Director
2. Neeraj Bansal Member Non-Executive - Independent Director
3. Shriram Agrawal Member Non-Executive - Independent Director
4. Geeta Sharma Member Non-Executive Non-Independent Director

*Mr. Abhay Upadhyay resigned from the post of Chairmanship of the committee on26.08.2022 Mr. Ashish Singh Yadav will act as chairman of the Committee w.e.f.26.08.2022 appointed as non - executive Independent director at the board meeting of thecompany held on 26.08.2022 to hold office till the conclusion of 31st AGM ofthe Company.

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

Name No. Chairman/Member Category
j *Abhay Upadhay Chairperson Non-Executive - Independent Director
2. Geeta Sharma Member Non-Executive Non-Independent Director
3. Jaitendra Kumar Member Non - Executive Non-Independent Director

* Mr. Abhay Upadhyay resigned from the post of Chairmanship of the committee on26.08.2022 Mr. Ashish Singh Yadav will act as chairman of the Committee w.e.f.26.08.2022 appointed as non - executive Independent director at the board meeting of thecompany held on 26.08.2022 to hold office till the conclusion of 31st AGM ofthe Company.

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

d. Corporate Social Responsibility Committee

S.No. Name Chairman/Member Category
1. * Abhay Upadhay Chairperson Non-Executive - Independent Director
2. Geeta Sharma Member Non-Executive Non-Independent Director
3. Jaitender Kumar Member Non -Executive Non-Independent Director

* Mr. Abhay Upadliyay resigned from the post of Chairmanship of the committee on26.08.2022 Mr. Ashish Singh Yadav will act as chairman of the Committee w.e.f.26.08.2022 appointed as non - executive Independent director at the board meeting of thecompany held on 26.08.2022 to hold office till the conclusion of 3 lsl AGM ofthe Company.

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 Related Party Transactions were placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were repetitive in nature except when the need for them could not be forseen inadvance.

All related party transactions entered during the year under review were in theordinary course of business and were in compliance with the applicable provisions of theCompanies Act 2013 and SEBI Listing Regulations.

The particulars of such transactions are disclosed in the notes to the financialstatements. The nature of related party transactions require disclosure in AOC-2 the sameis attached with this Report.

The Company has formulated a policy on materiality and on dealing with Related PartyTransactions and same can be accessed at www.muksug.in>about us>policv.

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 concent status and Company's operation in future.

AUDITORS AND AUDITOR S REPORT

A) Statutory Auditors

M/s SSVS & Co. Chartered Accountants (FRN: 021648C) appointed as a statutoryAuditor of the Company for a period of five years at the Annual General Meeting held onSeptember 30 2021 from the conclusion of 30th AGM till the conclusion of the 35th AGM.

The Report given by the Statutory Auditors M/s SSVS & Co. on the financialstatements along with the notes to the financial statements of the Company for thefinancial year 2021-22 is forming part of the Annual Report. The observations and commentsgiven by Auditors in dieir report read together with notes to Accounts areself-explanatory and hence do not call for any further comments under section 134 of theAct. However the clarification/explanation on the qualifications in the Auditors' Reportare as under: -

(i)

Auditor's Remarks Management Remarks
The Company is Holding investment in unquoted equity shares of Companies. As per IND AS - 32 "financial Instrument Presentation" these financial instruments should be presented at fair value which is presently not available. Accordingly the same has been presented at the carrying cost of such shares based on their audited accounts as on 31/03/2021. Fair Valuation of investment is not available because financial statement of the respective Companies could not be prepared within the stipulated time due to less availability of staff effected through Covid.
The Company has not revalued any of its Property Plant and Equipment (including right -of —use assets) and intangible assets during the year. Revaluation of assets being done every three years as per Banking Regulation Accordingly the revaluation of assets of the Company will be done in the year 2023.
According to the information and explanations given to us the disputed statutory dues of Sales tax Excise duty and Income Tax aggregating to Rs. 946.10 Lakhs that have not been deposited As explained by the Statutory auditor's in their Auditors' Report the disputes are pending with various forum once the dispute will settle or die instructions will be issued by the Forum the Company shall act accordingly.
In our opinion and according to the information and explanations company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender except the following as stated in the Auditors' Report. The Company has repaid all dues within the stipulated time period as prescribed under RBI Guidelines appertain to repayment of Loans and /or payment of interest diereon.

(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 2022-23. Theremuneration payable to the Cost Auditors is required to be placed before the members in ageneral meeting for their ratification. Accordingly Resolution seeking members"ratification for the remuneration payable to M/s Khushwinder Kumar & Co. CostAuditors is included as item No. 3 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 2021-22. TheSecretarial Audit Report is annexed herewith as Annexure - B.

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-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 thisreport.

LISTING

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

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) (Jaitender Kumar)
Date: 31.08.2022 Managing Director Director
Place: Mukerian (DIN: 01338110) (DIN: 08164429)

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