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Naraingarh Sugar Mills Ltd.

BSE: 531457 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE491E01015
BSE 05:30 | 01 Jan Naraingarh Sugar Mills Ltd
NSE 05:30 | 01 Jan Naraingarh Sugar Mills Ltd

Naraingarh Sugar Mills Ltd. (NARAINGARHSUGAR) - Director Report

Company director report

To

The Shareholders of

Naraingarh Sugar Mills Limited Naraingarh

Your Directors are pleased to present the 25th Annual report of your company along withaudited annual accounts of the company for the period ended 31st March 2018.

OPERATIONS & FINANCIAL RESULTS

Year ended 31st March 2018 Year ended 31st March 2017 *
Income from operations
Net sales/income from operations 17188.23 18800.12
Other operating Income 43.76 76.00
Other Income 13.60 18.86
Total income 17245.59 18894.98
Total expenses (excluding Depreciation and Finance costs) 18149.32 17295.40
EBIDTA (903.73) 1599.58
Depreciation 547.75 196.53
Finance costs 799.53 284.15
Profit / (Loss) from ordinary activities after finance costs but before exceptional items (2251.01) 1118.90
Other Comprehensive Income/(Loss) (3.69) (15.04)
Profit / (Loss) from ordinary activities before tax (2254.70) 1103.86
Tax expense (1142.28) 86.14
Net Profit / (Loss) from ordinary activities (1112.42) 1017.72

* Figures for the year ended 31st March 2017 have been reported as per Ind-AS.

It is informed that during the current financial year the company achieved a totalincome of Rs. 17245.59 Lac which is approximately 8.73% lower than the previous yearfigure of Rs 18894.98 Lac. The company had a net loss after tax of Rs. 1112.42 Laccompared to net profit after tax of Rs. 1017.72 Lac during last financial year. Thecomparative figures of Cane crushed and recovery during the current season and last seasonare given hereunder:-

Particulars 2017-18 2016-17
Cane Crushed(MT) 668540 492868
Recovery (%) 10.37 10.53
Production(MT) 69327.60 51902

Future Plans

We have set-up 25 MW Co-generation Power Plant in our Sugar Mill the project cost wasRs. 116 Crores out of which IREDA (Indian Renewable Energy Development Limited) hadfinanced Rs. 103.39 Crores. The loan was disbursed by IREDA only after signing the PPAwith HPPC (Haryana Power Purchase Centre). We have commissioned our 25 MW Cogen PowerPlant on 29th December 2017. We have exported around 3.46 Crores KWh (Units) till 31stMarch 2018.. Besides the company is also in the process to enhance the crushing capacityof the mill to 5500 TCD from the existing 4000 TCD as per the proposed plans of thecompany.

The proposed integrated project shall improve the quality of sugar for meeting thenational and international standards while operating at optimum levels thereby reducingthe manufacturing costs and shall also provide raw material for cogen power plant in theform of Bagasse. In other words this expansion and modernization program shall lend a newlease of life to the sugar factory.

Your Board hopes to improve in the years to come in the way of above mentionedmodernization cum expansion project of the company.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 a system has been put in place to carry outperformance evaluation of the Board its Committees and individual Directors.Criteria forperformance evaluation is covered in the Corporate Governance Report

Directors to retire by rotation

In terms of Articles of association of the company Mr. Sandeep Singh shall retire byrotation and being eligible o ersherself for re-appointment at the ensuing annual generalmeeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Following is the Directors' Responsibility Statement as required under section 134(4)of the Companies Act 2013 in respect of the Financial Statements the directors confirm:

a) in the preparation of Annual Accounts for the financial year ended 31st March 2018the applicable accounting standards have been followed;

b) in the selection of accounting policies consulted the Statutory Auditors andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of a airs of the Company as at31st March 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in acordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company have been laid down whichare adequate and operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively. The directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and perating effectively

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by the Board in Board meeting subject to thesubsequent approval of the shareholders at the General Meeting and such other authoritiesas may be required. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

This Nomination Remuneration and Evaluation Policy (the "Policy") applies tothe Board of Directors (the "Board") of NARAINGARH SUGAR MILLS LIMITED (the"Company").

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto. The primary objective of the Policy is to provide aframework and set standards for the nomination remuneration and evaluation of theDirectors and officials as may be prescribed. The Company aims to achieve a balance ofmerit experience and skills amongst its Directors and Senior Management.

1. Accountabilities

1.1 The Board is ultimately responsible for the appointment of Directors and KeyManagerial Personnel.

1.2 The Board has delegated responsibility for assessing and selecting the candidatesfor the role of Directors to the Nomination and Remuneration Committee which makesrecommendations & nominations to the Board.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

2.1. reviewing the structure size and composition (including the skills knowledge andexperience) of the Board at least annually and making recommendations on any proposedchanges to the Board to complement the Company's corporate strategy with the objective todiversify the Board;

2.2. recommending to the Board on the selection of individuals nominated fordirectorship;

2.3. making recommendations to the Board on the remuneration payable to the Directorsso appointed/reappointed;

2.4. assessing the independence of independent directors;

2.5 such other key issues/matters as may be referred by the Board or as may benecessary in view of the provision of the Companies Act 2013 and Rules there under.

2.6 to make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract

2.7 ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors majority of thembeing independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

c) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.

COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

4. Appointment of Directors

4.1 Enhancing the competencies of the Board and attracting as well as retainingtalented employees for role of directors and at other senior positions in management arethe basis for the Nomination and Remuneration Committee to select a candidate forappointment to the Board. When recommending a candidate for appointment the Nominationand Remuneration Committee has regard to:

• assessing the appointee against a range of criteria which includes but not belimited to qualifications skills regional and industry experience background and otherqualities required to operate successfully in the position with due regard for thebenefits from diversifying the Board;

• the extent to which the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing directors and enhancethe efficiencies of the Company;

• the skills and experience that the appointee brings to the role of a directorand how an appointee will enhance the skill sets and experience of the Board as a whole;

• the nature of existing positions held by the appointee including directorshipsor other relationships and the impact they may have on the appointee's ability to exerciseindependent judgment;

4.2 Personal specifications:

• Degree holder in relevant disciplines;

• Experience of management in a diverse organization;

• Excellent interpersonal communication and representational skills;

• Demonstrable leadership skills;

• Commitment to high standards of ethics personal integrity and probity;

• Commitment to the promotion of equal opportunities community cohesion andhealthand safety in the workplace;

• Having continuous professional development to refresh knowledge and skills.

5. Remuneration of Directors

The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors. The Directors' salaryshall be based & determined on the individual person's responsibilities andperformance and in accordance with the limits as prescribed statutorily if any.

The Nominations & Remuneration Committee determines individual remunerationpackages for Directors of the Company taking into account factors it deems relevantincluding but not limited to market business performance and practices in comparablecompanies having due regard to financial and commercial health of the Company as well asprevailing laws and government/other guidelines.

The Committee consults with the Chairman of the Board as it deems appropriate.

(i) Remuneration:

a) Base Compensation (fixed salaries) Must be competitive and reflective of theindividual's role responsibility and experience in relation to performance of day-to-dayactivities usually reviewed on an annual basis; (includes salary allowances and otherstatutory/non-statutory benefits which are normal part of remuneration package in linewith market practices

b) Variable salary: The Nomination and Remuneration Committee may in its discretionstructure any portion of remuneration to link rewards to corporate and individualperformance fulfillment of specified improvement targets or the attainment of certainfinancial or other objectives set by the Board. The amount payable is determined by theCommittee based on performance against pre-determined financial and non- financialmetrics.

ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attendingmeetings of the Board of Directors and Committee meetings or for any other purpose as maybe decided by the Board.

Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its directors including managing director andwhole time director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed under the Act. The Company with the approval ofthe Shareholders and Central Government may authorise the payment of remunerationexceeding eleven percent of the net profits of the company subject to the provisions ofSchedule V. The Company may with the approval of the shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its anyone ManagingDirector/Whole Time Director/Manager and ten percent in case of more than one suchofficial. The Company may pay remuneration to its directors other than Managing Directorand Whole Time Director upto one percent of the net profits of the Company if there is amanaging director or whole time director or manager and three percent of the net profitsin any other case. The net profits for the purpose of the above remuneration shall becomputed in the manner referred to in Section 198 of the Companies Act 2013

6. Independent Directors

6.1. The Independent Directors shall not be entitled to any stock option and mayreceive remuneration by way of fee for attending meetings of the Board or Committeethereof or for any other purpose as may be decided by the Board and profit relatedcommission as may be approved by the members.

The sitting fee to the Independent Directors shall not be less than the sitting feepayable to other directors.

6.2. The remuneration payable to the Directors shall be as per the Company's policy andshall be valued as per the Income Tax Rules.

7. Evaluation/ Assessment of Directors of the Company

The evaluation/assessment of the Directors of the Company is to be conducted usually onan annual basis. The following criteria may assist in determining how effective theperformances of the Directors have been:

• Leadership & stewardship abilities

• contributing to clearly de ne corporate objectives & plans

Communication of expectations & concerns clearly with subordinates obtain adequaterelevant & timely information from external sources.

• regular monitoring of corporate results against projections

• identify monitor & mitigate significant corporate risks

• assess policies structures & procedures

• direct monitor & evaluate senior officials

• review management's succession plan

• effective meetings

Evaluation on the aforesaid parameters will be conducted by the Independent Directorsfor each of the Executive/Non-Independent Directors in a separate meeting of theIndependent Directors. The Executive Director/Non-Independent Directors along with theIndependent Directors will evaluate/assess each of the Independent Directors on theaforesaid parameters. Only the Independent Director being evaluated will not participatein the said evaluation discussion.

Personal Specification for Directors

1. Qualification - Degree holder in relevant disciplines (e.g. management accountancylegal); or - Recognized specialist

2. Experience - Experience of management in a diverse organisation - Experience inaccounting and finance administration corporate and strategic planning or fundmanagement - Demonstrable ability to work effectively with a Board of Directors

3. Skills - Excellent interpersonal communication and representational skills -Demonstrable leadership skills - Extensive team building and management skills - Stronginfluencing and negotiating skills - Having continuous professional development to refreshknowledge and skill.

4. Abilities and Attributes - Commitment to high standards of ethics personalintegrity and probity - Commitment to the promotion of equal opportunities communitycohesion and health and safety in the workplace

5. Political inclinations and opinions.

AUDITORS

STATUTORY AUDITORS

M/s KD & Associates Chartered Accountants (FRN No. 024293N) to hold office fromthe conclusion of this Annual General Meeting ('AGM') until the conclusion of the fifthconsecutive AGM of the Company to be held in year 2022 (subject to ratification of theappointment by the Members at every AGM) at a remuneration to be determined by the Boardof Directors of the Company in addition to out of pocket expenses as may be incurred bythem during the course of the Audit

As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s KD & Associates Chartered Accountantsto their appointment and a Certificate to the effect that their appointment if madewould be in accordance with the Companies Act 2013 and the Rules framed thereunder andthat they satisfy the criteria provided in section 141 of the Companies Act 2013.

The Members are requested to appoint the Statutory Auditors as aforesaid and x theirremuneration. The Auditors' Report does not contain any qualification reservation oradverse remark.

COST AUDITORS

M/s Khushwinder Kumar & Co. Cost Accountants Jalandhar were appointed as CostAuditors for the financial year ended 31st March 2019. Their report shall be submitted tothe Department of Company A airs Government of India in accordance with the requirementsof law.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s A. Arora & Co Company Secretary (Certificate of Practice Number: 993)to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act 2013 theCompany has annexed to this Board Report as Annexure A a Secretarial Audit Report givenby the Secretarial Auditor.

1. The official website is now active.

2. The company is in the process of taking corrective measures.

3. The company is in the process of taking corrective measures .

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES AC2013

For the financial year ended 31st March2018 the company has transferred Rupees 566.87lac from general reserves.

DIVIDEND

Keeping in view the financial constraints of the company your directors have decidednot to recommend any dividend for the year under review.

LOANS GUARANTEES AND INVESTMENTS

The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2018:

SN Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction
1. 20.11.2014 SECURED RDEEMABLE NON CONVERTIBLE DEBENTURES OF IFCI LTD. 200000/-

RELATED PARTY TRANSACTIONS

All related party transactions entered during the year were in Ordinary course ofbusiness and on Arm's Length basis. Further all the necessary details of transactionsentered with the related parties are attached herewith in form no. AOC-2 for your kindperusal and information.(Annexure: B).

PUBLIC DEPOSITS

The company has not invited any public deposits under section 58A 58AA of theCompanies Act 1956 during the financial year under review.

HUMAN RELATIONS

The Directors wish to place on record their appreciation of the earnest e orts andcontributions made by employees at all level for the smooth operation of the company.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operations.During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.

GOVERNANCE

Corporate Governance

Your Company has a rich legacy of ethical governance practices many of which wereimplemented by the Company even before they were mandated by law. Your Company iscommitted to transparency in all its dealings and places high emphasis on business ethics.A Report on Corporate Governance along with a Certificate from the Statutory Auditors ofthe Company regarding compliance with the conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement form part of this Annual Report.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act 2013 the rules prescribedthereunder and the Listing Agreement is implemented through the Company's Whistle BlowerPolicy to enable the Directors and employees of the Company to report genuine concerns toprovide for adequate safeguards against victimisation of persons who use such mechanismand make provision for direct access to the Chairman of the Audit Committee.

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

As a responsible corporate citizen the Company has always strived to maintain thehighest standards of social responsibility governance safety and environmentalperformance. Pursuant to Section 135 of The Companies Act 2013 your Directors haveconstituted Corporate Social Responsibility Committee (CSR) with three Directors namelyMr.Yogesh Jain Non Executive Independent Director as Chairman Mr. Sandeep Singh WholeTime Director and Mrs. Satinder Kaur Bedi Non Executive Independent Director as Members.It will formulate and recommend to the Board a CSR Policy and under that the activities tobe undertaken amounts to be spent and monitoring implementation thereof.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under section 134(3)(m) of the Companies Act 2013 theinformation relating to conservation of energy and technology absorption and ForeignExchange earning and Outgo forms an integral part of this report and is annexed asAnnexure C.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all bankscentral/state government departments and other local authorities for unstinted andcontinued guidance and support. Our gratitude is also due to the shareholders for the condence and faith they have reposed in us.

BY ORDER OF THE BOARD
FOR NARAINGARH SUGAR MILLS LTD
sd/-
Date: 14/08/2018 Sandeep Singh
Place: Chandigarh Whole Time DIRECTOR