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KM Sugar Mills Ltd.

BSE: 532673 Sector: Agri and agri inputs
NSE: KMSUGAR ISIN Code: INE157H01023
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VOLUME 16525
52-Week high 39.15
52-Week low 9.31
P/E 7.54
Mkt Cap.(Rs cr) 233
Buy Price 0.00
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Sell Price 0.00
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OPEN 25.30
CLOSE 25.25
VOLUME 16525
52-Week high 39.15
52-Week low 9.31
P/E 7.54
Mkt Cap.(Rs cr) 233
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KM Sugar Mills Ltd. (KMSUGAR) - Director Report

Company director report

To

The Members

Your Directors have pleasure in placing the 47th Director's Reportalong with the Audited Statement of Accounts for the year ended on 31st March 2020.

Financial Performance

The Financial performance of the Company during the year ended 31stMarch 2020 as under :

(Rupees in Lakhs)

Standalone

Consolidated

Year ended on 31st March2020 Year ended on 31stMarch2019 Year ended on 31st March2020 Year ended on 31st March2019
Profit before interest depreciation & 5991 5047 5929 5038
tax
Less:Interest 1699 603 1699 603
Less: Depreciation " 1491 ^^1240 1497 1240
Profit before tax 2801 3204 2733 3195
Provision for taxation :-
Less: current tax 515 651 515 651
Less: Deferred tax 443 128 444 128
Net Profit before extraordinary Items 1843 2425 1775 2416
Add: Extra-ordinary item 0 0 0 0
Net Profit 1843 2425 1775 2416
Earnings Per Share of Rs. 2/- each 2.00 2.64 1.93 2.63

Results of Operations and the State of Company's Affairs

For the year ended on 31st March 2020 sales stood at Rs.49284.79Lacsagainst the Rs. 39005.38 Lacs of previous financial year ended as at 31st March 2019.During the financial year under review the company has also done sugar export/tradingamounting to Rs.1598.97 Lacs against Rs.2690.44 Lacs in the previous financial year endedas at 31st March 2019. Profit after interest and depreciation stood at Rs.2801 Lacs asagainst the profit of Rs.3204 Lacs in the previous year.

Your company started the manufacturing and selling of Sanitizer inMarch2020 to grab the business opportunity and meet out its requirement raised due toCOVID-19 pandemic.

Dividend

Your directors have not recommended any dividend for the financial yearended 31st March 2020.

Adoption of Ind-As

As mandated by the Ministry of Corporate Affairs the financialStatement for the year ended on March 31 2020 has been prepared in accordance with theIndian Accounting Standard (IND AS) notified under Section 133 of the Companies Act 2013reads with Companies (Accounts) Rules 2014. The estimates and judgment relating to theFinancial Statement are made on a prudence basics so as to reflect a true and fairmanner the form and substance of transaction and reasonably present the Company's stateof Affairs profits and cash flow for the year ended March 31 2020. Accordingly thefigures for the previous year are comparable.

Performance of Divisions:- Sugar Division

The company has crushed 11305289.06 Lacs quintals of cane and the Sugarsale was Rs. 41332.04 lacs during the year under review as against Rs. 29657.79 lacsduring the previous financial year. The other details are as under:

Year 31-03-2020 Year 31-03-2019
Gross Working days 152 149
Total Cane Crushed (qtl s.) 11305289.06 11160820.12
Sugar Produced (qtls) 1291085 122630)
Average Recovery 11.43% 11.01%

Co-Generation :

During the year under report the company produced 87945550 KWH powerand exported 51333371.08 KWH to UPPCL. The other details are as under:

Year 31-03-2020 Year 31-03-2019
Gross Working days 158 187
Produced (in KWH) 87945550 95549145
Exported( in KWH) 51333371.08 59562853.84
Sales( in lacs) 1504.07 2972.19

Distillery

During the year under report Company Produced 124.29 Lacs BL ofRectified Spirit and 114.67Lacs BL of ethanol. The — other details are as under:

Year 31-03-2020 Year 31-03-2019
Gross Working days 158 187
Produced (in lacs- BL) 124.29 105.62
Sales( Rs. in lacs) 4923.52 4620.67
Recovery Rate 20.97 22.63
Ethanol Sa les( BL in lacs) 113.00 102.38

Auditors

At the 44th Annual General Meeting held on 28th September 2017 theMembers approved appointment of M/s. Agiwal& Co Chartered Accountants New Delhi asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that Annual General Meeting till the conclusion of the 49th Annual GeneralMeeting subject to ratification of their appointment by Members at every Annual GeneralMeeting if so required under the Act. The requirement to place the matter relating toappointment of auditors for ratification by Members at every Annual General Meeting hasbeen done away by the Companies (Amendment) Act 2017 with effect from 07th May 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the 47thAnnual General Meeting of the company.

Auditors' Report

The comments on the statement of account referred to in the report ofthe auditors are self-explanatory and explained in the appropriate Notes to the Accounts.Secretarial Auditors

Ms. Pragati Gupta Practicing Company Secretary were appointed asSecretarial Auditors of the Company for the year 2019-20 as required under Section 204 ofthe Companies Act 2013 and Rules made there under. The Secretarial Audit report for FY2019-20 forms part of the Annual Report (Annexure to the Directors' Report in Form MR-3)as annexed as Annexure-10 to this report and carries no qualifications reservationsadverse remarks or disclaimers and hence no explanation is required.

The Board appointed Ms. Pragati Gupta Practicing Company Secretary(Membership no. ACS- 19302) as Secretarial Auditor of the Company for the financial year2020-21.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013and rules made there under the Board on the recommendation of the Audit Committee hasre-appointed M/s. Aman Malviya & Associates Cost Accountant as Cost Auditors toconduct cost audits relating to sugar and industrial alcohol for the year ended 31stMarch 2020.

Cost Accountant has confirmed that their appointment is within thelimits of Section 141(3)(g) of the Act and free from any disqualifications specified underSection 141(3) and proviso to Section 148(3) read with Section 141(4) of the CompaniesAct 2013.

The Cost Audit Report for the financial year 2019-2020 did not containany qualification reservation adverse remark or disclaimer.

Policy on Directors' appointment and remuneration

The Company seeks to maintain an appropriate mix of executive andindependent directors in order to maintain the independence of the Board and segregate thefunctions of governance and management. The Board consists of professionally qualifiedindividuals from diverse backgrounds with wide experience in business education financeand public service. As at year end the Board consists of eight directors one of whom isexecutive Chairman one is Managing Director one is Joint Managing Director one isExecutive Director and four are Independent directors including one women director. YourCompany in compliance with section 178(1) of the Companies Act 2013 read with TheCompanies (Meeting of Board and its Powers) Rules 2014 has duly constituted a Nominationand Remuneration Committee. This committee is chaired by an independent director andformulates the criteria for determining qualifications positive attributes independenceof a director and other matters.

Appointment and the remuneration of Board members key managerialpersonnel or one level below the Board level is fixed on the basis of the recommendationof the Nomination and Remuneration Committee made to the Board. The Company affirms thatthere has been no change in this policy and that the remuneration paid to directors is asper the terms laid out in this policy.

Induction & Changes in Directors

Shri L.K. Jhunjhunwala Shri Aditya Jhunjhunwala Shri SanjayJhunjhunwala and Shri S.C. Agarwal are the whole time directors designated as ChairmanManaging Director and Joint Managing Director & Executive Director cum C.E.O.

Shri H.P. Singhania Shri S.K. Gupta Smt. Madhu Mathur and Dr. SushilSolomon are the Independent Directors of the Company.

PNB has withdrawn Shri A.K Mishra Nominee Director from the Board andthe same was approved in the Board Meeting Held on 10th April 2019.

Shri R. S. Shukla Independent Director of the company resigned fromthe Board of the company in the Board Meeting Held on 29th May 2019 w.e.f. the same datedue to personal reasons. Further it was confirmed by Shri. R.S. Shukla that there were noother material reason other than those specified above.

Shri S. B. Singh Independent Director of the company resigned from theBoard of the company in the Board Meeting Held w.e.f. 21st October 2019 due to personalReasons. Further it was confirmed by Shri S. B. Singh that there were no other materialreason than those specified above.

The Board placed its deep gratitude on record for their valuableguidance advice and suggestions to the Company during their association with the Company.

In accordance with the provisions of Section 152 of the Act read withArticle XIX of the Articles of Association of the Company Shri Sanjay Jhunjhunwala andShri S. C. Agarwal will retire by rotation at the ensuing AGM and being eligible offerhimself for reappointment. The Board has recommended their reappointment.

Public Deposit

During the financial year ended 31-03-2020 the company has notaccepted any public deposit.

Business Diversification

The Company has been exploring the possibilities of businessdiversification. Accordingly the Board in the meeting held on 12th June 2020 recommendednecessary changes in the object clause of the Memorandum of Association (MOA) forapproval of the members at ensuing Annual General Meeting of the Company to enablediversification as well as alignment of MOA with the provisions of the Companies Act2013.

• Global Pandemic - Covid-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in Indiais causing significant disturbance and .-slowdown of economic activity. In many countriesbusinesses are being forced to cease or limit their operations for indefinite period.Measures were taken to contain the spread of the virus including travel bans ^quarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown. Theworld is in the mid of COVID-19 pandemic and it is yet unclear how it will unfold in nearfuture. The governments across the world are deploying drastic measures such aslockdowns to contain this pandemic.

The economic impact of the 2020 corona virus pandemic in India has beenlargely disruptive. India's growth in the fourth quarter of the fiscal year 2020 went downto 3.1% according to the Ministry of Statistics. The Chief Economic Adviser to theGovernment of India said that this drop is mainly due to the corona virus pandemic effecton the Indian economy. Notably India had also been witnessing a pre-pandemic slowdown andaccording to the World Bank the current pandemic has "magnified pre-existing risksto India's economic outlook".

This being an unprecedented crisis human kind is facing the fullassessment of the impact on the business will be possible only with the passage of time.In Sugar Industry/Our Company :-

1) Sugar being the essential product the Government of India and theState of U.P allowed to run the industry

2) With the Support of the State Government industry kept on running.

3) The main impact of COVID-19 on our company was on demand/consumptionof sugar.

4) The company has to incur cost for the various safety measures andthe precautions provided to its employees.

Listing Fees

The equity shares of the company are listed with the Bombay StockExchange Limited and National Stock Exchange Limited and listing fees for 2019-20 had beenduly paid.

Directors' Responsibility Statement

In pursuance of sub-section (5) of Section 134 of the Companies Act2013 in respect of Directors' Responsibility Statement the Board of Directors confirm:

(i) That in the preparation of the annual accounts for year ended onMarch 31 2020 the applicable accounting standard have been followed by the Company.

(ii) That the directors of the company have selected such accountingpolicies applied them consistently made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the year ended on thatdate.

(iii) That the directors of the Company have taken proper andsufficient care for the maintenance of adequate accounting in accordance with provisionsof the Companies Act 2013 for safeguarding the assets of the company and for detectingfraud and other irregularities; and

(iv) That the directors of the Company have prepared the annualaccounts on a going concern basis.

(v) That the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(vi) That the directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

Significant and Material Orders

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's operations infuture. Audit Committee and Vigil Mechanism Pursuant to requirement of section 177(1) ofCompanies Act 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers)Rules 2014 and Regulation 18 and Regulation 22 of SEBI(LODR) Regulation 2015 yourCompany formed the Audit Committee composition of which is covered under CorporateGovernance report section of this Annual Report.

The Vigil Mechanism of the Company which also incorporates a WhistleBlower Policy in terms of the Listing Agreement includes appointment of a Whistle Officerwho will look into the matter conduct detailed investigation and take appropriatedisciplinary action. The Company has formulated a vigil mechanism to provide appropriateavenues to the Directors and employees to bring to the attention of the management theirgenuine concern about behavior of employees the details of which are incorporated in thereport on the corporate governance. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Whistle Blower Officeror to the Chairman of the Audit

Committee. During the year under review no employee was denied accessto Whistle Blower Officer or Audit Committee and no case under this mechanism was reportedin the company and any of its subsidiary / associates.

The Policy on vigil mechanism and whistle blower policy has beendisplaying on the Company's website at the link: http://www.kmsugar.com.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith in form no.MGT-9 as Annexure -8 to this Report. Internal Financial Controls

The Company has adequate internal financial controls with reference tofinancial activity. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.

Risk Management

The Company aims to have a formalized and systematic approach formanaging risks across the Company. It encourages knowledge and experience sharing in orderto increase transparency on the key risks to the Company to the extent possible. Thisapproach increases risk awareness and ensures proper management of risks as part of thedaily management activities.

The objective of the Company's risk management process is to support astructured and consistent approach to identify prioritize manage monitor and report onthe principal risks and uncertainties that can impact its ability to achieve its strategicobjectives.

The Company has introduced several initiatives for risk managementincluding the introduction of audit functions and processes to identify and createawareness of risks optimal risk mitigation and efficient management of internal controland assurance activities.

Corporate Social Responsibility

The Company constituted a Corporate Social Responsibility (CSR)Committee (for details please refer Corporate Governance Report) pursuant to therequirement of Section 135(1) of Companies Act 2013. The CSR policy of the Companyinteralia list the activities that canbe - undertaken or supported by the Company forCSR composition and meetings of CSR committee annual allocation for CSR activities areaof CSR projects criteria for selection of CSR modalities of execution / implementationof CSR activities and the monitoring mechanism of CSR activities / projections. During theyear under report the Company spent Rs.68.58 lacs towards CSR as against its obligationRs. 65.00 lacs. The details of CSR activities undertaken by the company are mentioned inthe prescribed format in the Annexure -4 to this report.

Conservation of Energy Technology Absorption and Foreign Exchange andOutgo

Information relating to conservation of energy technology absorptionand foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given inAnnexure -1.

Research and Development

The details relating to Research and Development activities carried outby the company during the year are stated in annexure to this report.

Foreign currency risk and Commodity price risk

Foreign currency risk is the risk that the fair value or future cashflows of an exposure will fluctuate because of changes in foreign exchange rates. TheCompany's exposure to the risk of changes in foreign exchange rates relates primarily tothe Company's foreign currency transactions. This foreign currency risk is covered byusing foreign exchange forward contracts and currency swap contracts. The company does nothave substantial transactions during the year in foreign currency so the company does nothave such kind of risk.

Sugar industry being cyclical in nature realizations get adverselyaffected during downturn. Higher cane price or higher production than the demandultimately affects profitability. The Company has mitigated this risk by well integratedbusiness model by diversifying into cogeneration and distillation thereby utilizing thebyproducts. Credit risk is the risk that counter party will not meet its Obligations undera financial instrument or customer contract leading to a financial loss. The company'ssugar sales are mostly on cash. Power and ethanol are sold to state government entities;thereby the credit default risk is significantly mitigated. The Central Govt. has fixedthe minimum sale price of sugar w.e.f. 14.02.2019 at Rs.3 100/- per Quintals which hasmitigated the price risk to the some extent. Similarly the ethanol and power are sold tothe central & state Govt. undertakings at fixed prices as per Govt. orders /regulatory guidelines.

Particulars of Employees

The disclosure as required under the provisions of Section 197 (12) ofthe Companies Act 2013 read with Rule 5(2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of the employees of theCompany has been given in Annexure-2 and forms part of this Report.

Corporate Governance

—As required under Regulation 34 of SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 a separate section on CorporateGovernance forming part of the Directors' Report and the certificate from PracticingCompany Secretary'sPragati Gupta confirming the compliance of the conditions on CorporateGovernance is attached as Annexure-3 to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the business andoperations of the company is attached to this report as Annexure-5.

Industrial Relation

The industrial relations have been cordial at all plants of the Companyduring the year.

Subsidiary Company

Your Company has a subsidiary company viz. M/s. KM Spirits and AlliedIndustries Limited incorporated on 23-02-2018to manufacture of all types of spirits .YourCompany had made a total investment of Rs. 5.00 Lacs in the Company. In terms of provisoto section 139(3) of the Companies Act2013 the salient features of the financialstatements of the subsidiary is set out in the prescribed form (AOC-1) under Rule-5 of theCompanies (Accounts) Rules2014 as Annexure-6.

At the beginning of the Year 2019-20 the Company had anothersubsidiary Company - M/s. Sonar Casting Limited. It was ceased as subsidiary Company witheffect from 26th December 2019 due to dilution of holding as the later Company allottedthe shares to others under private placement.

Consolidated Financial Statement

In accordance with the provisions of the act and listing regulationsread with Ind AS-110-consolidated financial statement Ind AS-28-investments in associatesand joint ventures and Ind As-31-interests in joint ventures the Company has preparedconsolidated financial statement for the year ended at March 31 2020.

Pursuant to the provisions of section 136 of the Act the financialstatements of the ^Company including the consolidated financial statements along withrelevant documents and separate audited accounts in respect of subsidiary are availableon the website of the Company. The Company will make available the annual report ofsubsidiary Company upon request by any shareholder of the Company interested in obtainingthe same.

Number of Meetings of the Board

The Board met five times during the financial year the details ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.

Policy on Directors' Appointment and Remuneration

The Company seeks to maintain an appropriate mix of Executive andIndependent Directors in order to maintain the independence of the Board and segregate thefunctions of governance and management. At year end the Board consists of members one ofwhom is Managing Director three of whom are Whole-time directors four are Independentdirectors (including one Women independent Director). All are qualified personnel withrequisite qualifications experience positive attributes and satisfy all the criteria asset out under Schedule IV of Companies Act 2013. These Independent Directors are onlyeligible for sitting fees for attending Board meetings and Committee meetings and otherout of pocket expenses duly made for attending meetings of the Board or any committee ofthe Board thereof. Remuneration proposed for Whole Time Directors is in accordance withthe Remuneration Policy approved by Nomination and Remuneration Committee of the Board.

Your Company in compliance with section 178(1) of the Companies Act2013 read with The Companies (Meeting of Board and its Powers) Rules 2014 has dulyconstituted a Nomination and Remuneration Committee. This committee is chaired by anIndependent Director and formulates the criteria for determining qualifications positiveattributes independence of a Director and other matters.

Appointment and the remuneration of Board members key managerialpersonnel or one level below the Board level is fixed on the basis of the recommendationof the Nomination and Remuneration Committee made to the Board which may ratify themwith or without modifications.

Disclosures pursuant to the requirements of section 197(12) read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 have been made in Annexure-2 of this Board Report.

Attributes Qualifications & Independence of Directors and theirAppointment

The Nomination and Remuneration Committee adopted the criteria fordetermining qualifications positive attributes and independence of Directors includingIndependent Directors pursuant to the Act and the Rules thereunder. The CorporateGovernance Policy inter alia requires that Non-Executive Directors be drawn from amongsteminent professionals with experience in business/finance/law/public administration andenterprises. The Board Diversity Policy of your Company requires the Board to have balanceof skills experience and diversity of perspectives appropriate to the Company. Theskills expertise and competencies of the Directors as identified by the Board along withthe names of directors who have such skills / expertise / competence are provided in theReport on Corporate Governance forming part of the Report and Accounts. The Articles ofAssociation of your Company provide that the strength of the Board shall not be less thanthree nor more than fifteen. Directors are appointed/re-appointed with the approval of theMembers for a period of three to five years or a shorter duration in accordance withretirement guidelines and as may be determined by the Board from time to time. AllDirectors other than Independent Directors are liable to retire by rotation unlessotherwise approved by the Members. One- third of the Directors who are liable to retire byrotation retire every year and are eligible for re-election.

Details of the Company's Policy on remuneration of Directors KeyManagerial Personnel and other employees is provided in the Report on Corporate Governanceforming part of the Report and Accounts.

Declaration by Independent Directors As per the requirement of section149(7) the Company has received a declaration from every Independent Director that he orshe meets the criteria of independence as laid down under section 149(6) read with rule 5of the Companies (Appointment and Qualification of Directors) Rule 2014 and Regulation 25of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. TheIndependent Directors of your Company have confirmed that (a) they meet the criteria ofIndependence as prescribed under Section 149 of the Act and Regulation 16 of the ListingRegulations 2015 (b) they are not aware of any circumstance or situation which couldimpair or impact their ability to discharge duties with an objective independent judgementand without any external influence and (c) they have registered their names in theIndependent Directors' Databank. Further in the opinion of the Board the IndependentDirectors fulfil the conditions prescribed under the Listing Regulations 2015 and areindependent of the management of the Company. The Independent Directors met once that ison 29th May 2019. The Meeting was conducted without the presence of the ChairmanExecutive Directors and any other Managerial Personnel.

Board Evaluation

The Nomination and Remuneration Committee as reported in earlieryears formulated the Policy on Board evaluation evaluation of Board Committees'functioning and individual Director evaluation and also specified that such evaluationwill be done by the Board pursuant to the Act and the Rules thereunder and the ListingRegulations 2015. In keeping with Company's belief that it is the collective effectivenessof the Board that impacts Company's performance the primary evaluation platform is thatof collective performance of the Board as a whole. Board performance is assessed againstthe role and responsibilities of the Board as provided in the Act and the ListingRegulations 2015 read with the Company's Governance Policy. The Nomination andRemuneration Committee has devised a criteria for evaluation of the performance of theDirectors including the Independent Directors. The said criteria provides certainparameters like attendance acquaintance with business communication inter se betweenboard members effective participation domain knowledge compliance with code of conductvision and strategy etc. which is in compliance with applicable laws regulations andguidelines. Evaluation of functioning of Board Committees is based on discussions amongstCommittee members and shared by the respective Committee Chairman with the Chairman of theNomination and Remuneration Committee who in turn shared the consolidated report withChairman of the Board for his review and giving feedback to each Director. IndividualDirectors are evaluated in the context of the role played by each Director as a member ofthe Board at its meetings in assisting the Board in realising its role of strategicsupervision of the functioning of the Company in pursuit of its purpose and goals. Whilethe Board evaluated its performance against the parameters laid down by the Nomination andRemuneration Committee the evaluation of individual Directors was carried out against thelaid down parameters anonymously in order to ensure objectivity. Reports on functioningof Committees were placed before

the Board by the Committee Chairmen. The Independent DirectorsCommittee of the Board also reviewed the performance of the non-Independent Directors andthe Board pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations2015.

Committees of the Board

Currently the Board has four committees. A detailed note on the Boardand its committees is provided in the Corporate Governance Report section of this AnnualReport. The composition of the committees and compliances as per applicable provisions ofthe Act and Rules are as follows :

Name of the committee Composition of the committee Highlights of duties responsibilities and activities
Audit committee ShriH.P. Singhania- Chairman All recommendations made by the committee during the year were accepted by the Board.
Shri Sanjay Jhunjhunwala- Member The Company has adopted the Whistle
Shri S.K. Gupta- Member Blower Mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud.
Smt. Madhu Mathur- Member
The Company has formed the Related Party Transaction Policy.
Nomination and remuneration committee Shri H.P Singhania- Chairman The Committee oversees and administers executive compensation.
Shri S.K. Gupta - Member All recommendations made by the committee during the year were accepted by the Board.
Smt. Madhu Mathur - Member
Stakeholders relationship committee Shri H.P Singhania- Chairman The Committee reviews and ensures redresses of investor grievances.
Shri Aditya Jhunjhunwala -Member The committee noted that the grievances of the investors reported during the year if any.
Shri S.K. Gupta- Member
Smt. Madhu Mathur- Member
Corporate social responsibility committee Shri L. K. Jhunjhunwala- Chairman The Board as laid down the Company's policy on Corporate Social Responsibil ity (CSR).
Shri Sanjay Jhunjhunwala- Member The CSR policy is uploaded on Company
Shri S.K. Gupta- Member website www.kmsugar.com

Particulars of Loans Guarantee or Investments

As per the requirement of section 186(4) of Companies Act

2013 particulars of loans given investments made guarantees given orsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the note number 36.17(c) to thefinancial statements. The Company is in compliance with the limits as prescribed underSection 186 of Companies Act 2013 read with rule 11 of the Companies (Meeting of Boardand its Powers) Rules 2014.

The Company seeks to increase the limits under section 186 of CompaniesAct 2013 read with rule 11 of the Companies (Meeting of Board and its Powers) Rules2014(i) to the / extent of Rs. 400.00 Cr or (ii) 60% of the aggregate of the paid-upshare capital and free reserves and securities premium account or (iii) 100% of its freereserves and securities premium account whichever is higher and accordingly specialResolution is proposed to be passed in the ensuing Annual General Meeting of the Company.Particulars of contracts or arrangements with Related Party

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orwhich is required to be reported in Form No. AOC-2 at Annexure - 7 in terms of Section134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014.

The Policy on Materiality of Related Party Transactions and on dealingwith Related Party Transactions as approved by the Board is put up on the Company'swebsite and can be accessed at https://www.kmsugar.com. There were no materiallysignificant related party transactions which couldhave potential conflict with interest ofthe Company at large.

The disclosures as required under Part A of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are provided inaccordance with Ind AS 24 in the note number 36.17(c) to standalone and consolidatedfinancial statements.

Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March 2020along with details of significant changes (i.e. change of 25% or more as compared to theimmediately previous financial year) in key financial ratios and the detailedexplanations are provided in the Annexure-5 forming part of this report.

Acknowledgement

Yours Directors place on record their acknowledgement and sincereappreciation of all the bankers and financial institutions for their continued assistance.They further appreciate and acknowledge with gratitude the cooperation and assistancereceived from all executives staff and workmen of the Company.

For and on behalf of the Board
Of K. M. Sugar Mills Ltd.
Date:12.06.2020 Sd/-
Place: Lucknow L. K. Jhunjhunwala
Chairman

.