To the Members
Your Directors have pleasure in submitting their 28th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended March 312020.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith previous yearsfigures are given hereunder :
(Rs. In lakhs)
|Particulars ||Current Year ended 31.03.2020 ||Previous Year ended 31.03.2019 |
|Revenue from Business Operations ||131070.48 ||109165.65 |
|Other Income ||896.33 ||1691.63 |
|Total Income ||131966.82 ||110857.28 |
|Less Interest ||2241.17 ||9407.80 |
|Profit/(Loss) before Depreciation & Amortization Exp. ||129725.65 ||(3666.73) |
|Less Depreciation & Amortization Exp. ||3391.74 ||3258.95 |
|Profit/ (Loss) after depreciation interest ||126333.91 ||(6925.68) |
|Less Current Tax ||-- ||-- |
|Less Previous year adjustment of Income Tax ||-- ||-- |
|Less Deferred Tax ||(710.14) ||567.24 |
|Profit/(Loss) after Tax ||26555.64 ||(7492.92) |
|Dividend (including interim if any and final) ||-- ||-- |
|Other Comprehensive income not to be reclassified to profit or loss in subsequent periods: || || |
|- Re-measurement gains/ (losses) on defined benefit plans ||15.35 ||40.66 |
|- Income tax effect ||(3.86) ||(12.56) |
|Other comprehensive income/(loss) for the year net of tax ||11.48 ||28.10 |
|Total comprehensive income for the year net of tax attributable to: ||26567.13 ||(7464.82) |
|Earning per share (Basic) ||17.29 ||(4.88) |
|Earning per Share (Diluted) ||17.29 ||(4.88) |
The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 (as amended from time to time).
In view of inadequate profit your Directors are unable to recommend any dividend forthe year under review.
3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done during the yearunder review:
The turnover of the Company has gone up to Rs.131070.48 Lakhs as against Rs. 109165.65Lakhs in the last year and the Company has earned profit of Rs. 26555.64 Lakhs againstloss of Rs. 7492.93 Lakhs of the last year. The Company is now trying to find newvarieties of cane which give high recovery besides encouraging sowing of sugar beet inour area.
4. MATERIAL CHANGES AND COMMITMENTS
No material changes or commitments have occurred between the end of the financial yearto which the financial statements relate and on the date of this report affecting thefinancial position of the company.
Rana Ranjit Singh and Rana Veer Pratap Singh Directors are liable to retire byrotation and being eligible offers themselves for reappointment.
Particulars of Directors seeking appointment/reappointment have been given in theCorporate Governance annexed to the Directors' Report.
6. DIRECTORS' RESPONSIBILITY STATEMENT
In Accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
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 had selected such accounting policies and applied them consistentlyand made judgements and estimates that are 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/loss of the Company for that period;
c) the directors had taken 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 had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
7. KEY MANAGERIAL PERSONNEL (KMP)
During the financial period ended 31.03.2020 following persons are Whole Time KeyManagerial Personnel (KMP) of the Company in terms
of provisions of Section 203 of the Companies Act 2013:
|Sr. No. Name ||Designation |
|1. Rana Inder Pratap Singh ||Managing Director |
|2. Mr. R S Balasubramanyam ||Chief Financial Officer |
|3. Mr. Manmohan K Raina ||Company Secretary |
8. MEETINGS OF THE BOARD
During the financial year ended 31.03.2020 six Board Meetings were held. The detailsof the Board Meetings are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
9. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andsEbI (LODR) Regulations 2015.
10. INTERNAL FINANCIAL CONTROLS
The Company has internal control systems which is commensurate with its size natureand volume of operations.
11. STATUTORY AUDITORS
Pursuant to the Section 139 of the Companies Act 2013 appointment of the StatutoryAuditors M/s Ashwani K. Gupta & Associates Chartered Accountants (Firm RegistrationNo. 003803N) was made by members of the Company in its 27th Annual GeneralMeeting for a period of 4 years till the conclusion of 31st Annual GeneralMeeting of the Company on the recommendation of the Audit Committee and the Board ofDirectors.
12. COST AUDITORS
M/s Khushwinder Kumar & Co. Cost Accountants (Firm Registration No 100123) werere-appointed as Cost Auditors of the Company for conducting the audit of the cost recordsmaintained by the Company for the financial year 2020-21 subject to the approval of theMembers on the remuneration to be paid to the Cost Auditors. A certificate from them hasbeen received to the effect that their appointment as Cost Auditors of the Company ifmade would be in accordance with the limits specified under Section 141 of the CompaniesAct 2013 and rules framed there under.
13. COMPLIANCE WITH THE SECRETARIAL STANDARDS
The company has duly complied with the applicable Secretarial Standards during thefinancial year 2019-20.
14. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed M/s. A. Arora & Co. a firm of CompanySecretaries (C.P.No.993) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report in prescribed format MR-3 given by aforesaid Secretarial Auditorsis annexed to this Board Report as Annexure F' and forms an integral part. TheSecretarial Auditor has made certain observations and remarks in his reports. Themanagement reply to the observations and remarks of the Secretarial Auditor are givenhereunder:
|Sr. No. Observation by Secretarial Auditor ||Management Reply |
|1. During the financial year Securities and Exchange Board of India vide order No. WTM/SM/IVD/ID4/6667/2019-20 dated 31.01.2020 restrained 5 present directors and 1 ex-director of the company from accessing the Securities Market and the directors are further prohibited from buying selling or otherwise dealing in securities directly or indirectly in any manner from the date of the order. Further pursuant to the order the Company is restrained from accessing the Securities Market including by way of issuing prospectus offer document or advertisement soliciting money from the public and is further prohibited from buying selling or otherwise dealing in securities directly or indirectly in any manner for a period of five (5) years from the date of the order. ||An Appeal has been filed by the company against the said order with Securities Appellate Tribunal. |
15. FIXED DEPOSITS
The Company does not have any deposits and has neither accepted nor renewed anydeposits during the financial period ended March 31 2020.
16. RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy' which is reviewed on a periodicbasis in order to recognize and reduce exposure to risks wherever possible. The Company'srisk management policies are based on the philosophy of achieving substantial growth whilemitigating and managing risks involved.
Your Company continues to review and manage the risks emanating from such a dynamicenvironment at periodic intervals. The major risks faced by the industry include sugarcaneavailability price realization and regulatory control by Government and financialliquidity amongst others.
17. AUDIT COMMITTEE
The Audit Committee comprises of three Directors all directors are independentDirectors. The details of terms of reference of the Audit Committee number and dates ofmeeting held attendance among others are given separately in the attached CorporateGovernance Report.
18. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesmade there under the Board has constituted a Nomination & Remuneration Committee andthe details of terms of reference number & dates of meeting held attendance andother details are given separately in the attached Corporate Governance Report. The Boardon the recommendation of Nomination & Remuneration Committee framed a policy i.e.Nomination and Remuneration Policy for selection and appointment of Directors seniormanagerial personnel and their remuneration. The aforesaid policy can be accessed on theCompany's website www.ranasugars.com
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Report on Corporate Governance.
20. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company's policy relating to Corporate Social Responsibility is furnished in theCorporate Governance Report.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies(Accounts) Rules 2014 is enclosed as Annexure- A and forms part of this Report.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The loan and advances were given to procure material required for production and thesame were recovered subsequently.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year 2019-20 werein ordinary course of business and were on arm's length basis. All such related partytransactions are placed before the Audit Committee for approval wherever applicable. Prioromnibus approval for normal transactions is also obtained from the Audit Committee for therelated party transactions which are of repetitive nature as well as for the transactionswhich cannot be foreseen and the same are subsequently shared with Audit Committee onquarterly basis. The Policy on materiality of and dealing with related party transactionas approved by the Audit Committee and the Board of Directors is uploaded on the websiteof the Company and the link for the same is www.ranasugars.com.
The Company has not entered into any material related party transactions during thefinancial year.
24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.This has provided a mechanism for directors and employees of the Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behavior actual or suspected fraud or violation of the Company's code ofconduct. The aforesaid policy has also been uploaded on the Company's website:www.ranasugars.com.
25. EXTRACT OF ANNUAL RETURN
The extracts of the Annual Return (MGT-9) as per the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 is annexed herewith and marked as Annexure - E to this Report.
26. CORPORATE GOVERNANCE
In accordance with SEBI (LODR) Regulations 2015 Corporate Governance Report alongwith Auditors' certificate thereon and Management Discussion and Analysis Report form partof this report are enclosed as Annexure- B C & D respectively.
27. SHARE CAPITAL
During the financial period ended 31.03.2020 the Company has not issued any sharecapital with different voting rights sweat equity or ESOP nor provided any money to theemployees or trusts for purchase of its own shares.
28. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Board has carried out the AnnualPerformance Evaluation of the Board its Committee and of individual directors in theformat (questionnaire) prescribed by the Nomination and Remuneration Committee of theCompany.
The structured questionnaire covers various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligation and governance.
The performance evaluation of the Directors (without participation of the relevantdirectors) was carried out by the entire Board. The Directors expressed their satisfactionwith the evaluation process.
29. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 are provided in the Annual report.
PARTICULARS PURSUANT TO SECTION 197(12) AND RELEVANT RULES:
a. Since no Director of the Company is in receipt of remuneration for the financialyear and no increase of remuneration of employees has been done during the financialyear. As such no ratio can be given.
b. The percentage increase in remuneration of each Director Chief Financial OfficerExecutive Officer Company Secretary or Manager if any in the financial year : NIL
c. There has been no increase reported in the remuneration of the employee during thefinancial year.
d. The number of permanent employees on the role of the Company as on 31.03.2020 are1081.
e. There is no increase in the salary of employees other than managerial personnelduring the last financial year and its comparison with the increase of managerialpersonnel cannot be given.
f. We affirm that remuneration paid during the period under review is as per theremuneration policy of the Company.
The Directors place on record their sincere thanks to bankers business associatesconsultants Agents Dealers various Government Authorities and shareholders for theircontinued cooperation and support extended to your company's activities during the yearunder review. The Directors also wish to place on record their appreciation for theall-round co-operation and contribution made by the employees at all levels.
| || ||For & on behalf of the Board of Directors |
| ||Rana Inder Pratap Singh ||Rana Veer Pratap Singh |
|Place: Chandigarh ||Managing Director ||Director |
|Dated: 28-08-2020 ||DIN: 00075107 ||DIN: 00076808 |