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Rana Sugars Ltd.

BSE: 507490 Sector: Agri and agri inputs
BSE 00:00 | 18 May 33.90 0.95






NSE 00:00 | 18 May 34.00 1.05






OPEN 33.80
VOLUME 208059
52-Week high 44.35
52-Week low 14.01
P/E 3.31
Mkt Cap.(Rs cr) 521
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.80
CLOSE 32.95
VOLUME 208059
52-Week high 44.35
52-Week low 14.01
P/E 3.31
Mkt Cap.(Rs cr) 521
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rana Sugars Ltd. (RANASUG) - Director Report

Company director report

Your Directors take pleasure in presenting their 29th (Twenty Ninth) AnnualReport together with the Audited Accounts for the year ended 31st March 2021.


The financial position of the company for the financial year ended on March 31 2021 issummarised below:

PARTICULARS 2020-21 2019-20
Revenue from Operations 122207.36 131331.30
Other Income 519.15 746.55
Total Revenue 122726.51 132077.85
Profit Before Tax Depreciation and Finance Cost and extraordinary items 12640.11 8397.86
EBITDA/ Sales (%) 10.34% 6.39%
Finance Cost 1841.03 2241.17
Depreciation and Amortization expenses 2701.14 3376.49
Prior period expenses - -
Profit before tax 15756.68 25860.77
Tax Expenses (12.55) (710.14)
Profit after tax 15769.23 26570.91
Earnings Per Share:
Basic 10.27 17.31
Diluted 10.27 17.31


Revenue from operations during 2020-21 is down by 6.95% as compared to the revenueduring 2019-20. The decrease in revenue is due to lower crushing. EBIDTA during 2020-21is Rs. 12640.11 lakh as compared to EBIDTA of Rs. 8397.86 lakh during previous FY.Higher EBIDTA as compared to previous FY is on account of better performance across allsegments. EBDTA during the year under review your company earned EBDTA of Rs. 10799.08lakh as compared to Rs. 6156.69 lakh earned in the previous FY. Earning before tax is atRs. 8097.94 lakh when viewed in conjunction with that of the previous FY (Rs. 2780.20lakh). Earnings after tax (including Exceptional Item) at Rs. 15769.23 lakh is ascompared to the earnings after tax (including Exceptional Item) of previous FY of Rs.26570.91 lakh. During the year incidence of finance costs and tax expenses is lower ascompared to the previous year.

Salient features:

Sugar prices were range bound throughout the year. The year 2020-21 begun on a sad noteas pandemic COVID 19 struck the world even as country-wide lockdown was announced in Indiato stymie its spread. However the lockdown resulted in temporary & immediatedestruction in demand of sugar. However since sugar is classified as an essentialcommodity normalcy soon returned with the combined efforts of the Government andIndustry. Your company is constantly evaluating avenues of revenue maximization and costoptimization. Another area of focus for your Company has been to rein in the financecosts. During the year under review the finance costs were lower as several of the loanswere repaid to strengthen the financial health of the Company.

Revenue from operations for the year ended March 31 2021 stood at Rs. 122207.36Lakhs as against Rs. 131331.30 Lakhs for the previous year. Profit after tax for theyear ended March 31 2021 was Rs. 15769.23 Lakhs and EPS is Rs. 10.27 per share asagainst a net profit and EPS of Rs. 26570.91 Lakhs and Rs. 17.31 per share respectivelyfor the previous year.

In the preparation of Financial Statements the provisions of the Companies Act 2013(the "Act") read with the Companies (Accounts) Rules 2014 applicableAccounting Standards and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "Listing Regulations") have beenfollowed.


Your Directors have decided to plough back the earnings in the growth of business andfor this reason have decided not to recommend any dividend for the year under review.

YEAR IN RETROSPECT Impact of Covid-19:

The COVID-19 pandemic continues to dominate global economic sentiment still forcinggovernments to enforce lockdowns or restrictions on all major economic activities. Thecrisis has hurt sales margins and growth. In 2020 the largest health and economic crisisin recent history forced companies across sectors into extraordinary measures to protecttheir people and maintain operations. As the priority for the Company are itsstakeholders focus and emphasis are made to ensure the health and well-being of allemployees and on minimizing disruption to services for all our customers. Work from homeis still instilled in many location offices of the Company which has reinforced customerand employee confidence in the Company. While the first wave of the pandemic was some whatreined in with the extended nation-wide lockdown the second wave of pandemic has stuckwith vengeance. While the first wave was about hunger jobs and livelihood the secondwave which is more infectious is about lives. RSL has redesigned its standard operatingprocedures and set strict protocols for the benefit of its employees and their families.The impact of second wave of the pandemic has so far not resulted insignificant businessdisruptions.


Distinguishing features of the crushing operations in your company are given in thesucceeding paragraphs. Metrics of sugarcane crushed sugar produced and recovery achievedduring the year is given hereunder: Sugarcane and Beet Root crushed and sugar producedacross all units (Financial Year 2020-21)

Particulars Sugarcane Beet Root
2020-21 2019-20 Change 2020-21 2019-20 Change
Crushing (lakh quintal) 236.02 229.92 (2.65%) 13.76 12.53 10%
Recovery % (Net) 8.61 9.32 1.01% 10.10 6.62 52%
Production (lakh quintal) 20.33 21.43 (1.66%) 1.39 0.83 67%

Highlights Financial Year 2020-21

Sugarcane crushing decreased by 2.65% because of low yield in Punjab on account ofunfavourable weather conditions than last year and Beet Root crushing on other handincreased by 10% compared to previous year. Net Recovery of sugar from sugar cane gotreduced to 8.61% as compared to recovery of 9.32% last FY mainly on account of use ofjuice/ syrup for manufacturing of Ethanol rather than sugar. The recovery of sugar fromBeet Root increased by 52% because of better yield due to good harvest of beet root crop.Sugar production decreasedbecause of conversion of juice in to Ethanol rather than tosugar production.

Performance of cogeneration division- Metrics of power sold:




Power sold (Lakh units) Amount (Rs. /Lakh) Power sold (Lakh units) Amount (Rs. /Lakh)
Punjab 750.18 4850.23 672.12 4207.39
Uttar Pradesh 654.30 2159.20 703.20 2335.79
Total 1404.48 7009.43 1375.32 6543.18

The Power unit in U.P. reduced by 6.95% mainly because of increase in captiveconsumption in the recently setup Distillery unit. Contrary to that the Power Export inPunjab increased by 11.61% because of extended crushing operations of beetroot andfavourable environmental conditions leading to operation of the power plant duringoff-season.

Performance of Distillery:

Area of

Production*(Lakh BL)

Sales*(Lakh BL)

Revenue**(Rs. In Lakh)
Operation 2021 2020 2021 2020 2021 2020
Punjab 536.44 307.98 535.90 303.01 30853.30 16466.21
Uttar Pradesh 191.50 212.43 189.86 191.31 9683.40 8939.15
Total 727.94 520.41 725.76 494.32 40536.70 25405.36

* Does not include products other than spirit/ Ethanol. ** Including Sale of allproducts

Improved performance of the distillery segment is the result of enhanced ethanolgeneration capacities in the Punjab and optimal operation of the U.P. Ethanol Plant.

A SUGAR INDUSTRY OVERVIEW Global sugar industry scenario

For the global industry SS 2019-20 was a minuscule surplus year estimated at less than1 million tonnes while SS 2020- 21 is expected to be a deficit season with theInternational Sugar Organization estimating a deficit at close to 5 million tonnes.Production increase is expected from India; Thailand production numbers do not seemencouraging on account of a drought effect; persistent unfavourable weather across theEuropean Union also expected to affect production as well. The Government of Indiaannounced a policy of exporting 6 million tonnes of sugar. On account of lower sugarproduction in Thailand Indonesia procured sugar from India. The recent spurt in crudeprices resulted in Brazil diverting sugarcane juice for ethanol manufacture although in SS2020-21 CS Brazil is estimated to produce record 38.3 million tonnes of sugar and Brazilestimated to produce 41.8 million tonnes. From a low of around 11 cents per pound in June2020 raw prices rebounded to 12.75 cents per pound in August 2020 rising to around14.75 cents per pound in November 2020 mainly on account of a lower availability ofBrazilian sugar for export. Around February 2021 raw sugar prices moved northwards inspite of an export subsidy program announced by India and was quoted around 16 cents perpound. Raw sugar is presently priced at around 17 cents per pound. The white sugar pricesalso moved in tandem and rose from US$ 360 PMT in August 2020 to in excess of US$ 460PMT.

The Indian sugar industry review

India's sugar season 2020-21 commenced with an opening stock of 10.7 million tonnes. Asper the latest estimates of ISMA sugar mills across the country are likely to produce30.2 million tonnes of sugar after considering 2 million tonnes of diversion of productiontowards ethanol. The total availability of sugar in 2020-21 SS is likely to be about 40.9million tonnes. Considering a consumption of 26 million tonnes and export of 6 milliontonnes India could end up with a closing stock of 8.9 million tonnes of sugar. On theexport front performance was creditable in the last three to four months. Sugar millssigned around 54 lakh tonnes of sugar export contracts and 40 lakh tonnes of physicaldispatches completed. Global sugar prices picked up and crossed 17 cents per pound for rawsugar on the news of declining production in Brazil thus helping India in better contractsbeing signed. With the global sugar prices now stable it is expected that India should beable to export 60 lakh tonnes by end September 2021. However unlike last two yearsexports to Iran did not happen this time. During the last two years India exportedsubstantial quantities of sugar to Iran mainly because Iran had substantial rupeedeposits in Indian banks against the rupee payment India was making for the oil importsfrom Iran. However with US sanctions becoming stricter and India is not buying oil fromIran the rupee balance in Indian banks of Iran reduced and therefore there were hardlyany sugar exports to Iran in the current season. Notwithstanding setback in case of exportto Iran India is expected to successfully complete the targeted export of 6 milliontonnes much before September 2021. The much-awaited increase in minimum support price ofsugar appears to be on the backburner. Similarly there does not appear any urgency on thepart of Government to implement the recommendations contained in the report by Dr.Rangarajan.

The Government set an ambitious target of ethanol blending and increased theprocurement price of ethanol across all feedstocks. Contracts for 303 crore ltrs weresigned the increase auguring well for the industry. The season 2020-21 witnessed moresugar units producing ethanol from B Heavy molasses and some sugar units directly fromsugarcane juice. The real transformation is expected from SS 2022-23 onwards when moresugar companies produce ethanol directly from sugarcane juice resulting in a substantialsacrifice of sugar production that moderates the problem of surplus sugar production. Atthe beginning of the existing sugar year ethanol procurement by oil marketing companieswas tardy. Huge quantities of ethanol were allotted to depots of OMCs which were notequipped with adequate storage facilities. In the chaos allotments were unilaterallyterminated and allotments of sugar mills were shifted to far-flung depots resulting inlogistic challenges. However problems were resolved following the active intervention ofFood Ministry Oil & Petroleum Ministry and the State Government; normalcy resumedand ethanol offtake improved. The outbreak of the COVID-19 pandemic at the beginning ofthe financial year did not hamper sugar production which continued uninterruptedfollowing Government support although sourcing intermediate inputs did pose some temporarychallenges. However sugar demand suffered disruption of almost 1 to 1.5 million tonnes.The situation improved and normal operations resumed in the subsequent months. The secondwave of pandemic could disrupt operations although in the absence of a lockdown the impactis difficult to estimate. Thanks to the export initiative embarked up on by the centralgovernment sugar stocks at the end of the SS are estimated at around 9 million tonnes.From a high of 14.6 million tonnes at the close of SS 2018-19 the decline represents acreditable improvement. The ethanol blending program played a role although its importancewill be increasingly visible in the years to come when the increased utilization ofsugarcane juice/ syrup for ethanol manufacture could result in an increased sacrifice ofsugar production and a moderated domestic sugar balance. The sugar industry in Indiacontinues to be dependent on Government intervention. It entered an orbit of perpetualsurplus production although in a small measure it is expected to replicate the Brazilianmodel by limiting its sugar production and maximizing ethanol production. The Governmentand industry are taking required measures in this direction and the government's supportcomprises the following: Retention of minimum ex-factory selling price of sugar at Rs.3100 per quintal. There is a clamor for an increase in the MSP to Rs. 3400 per quintalso that the ability of sugar mills to clear cane price dues could be strengthened. Monthlyrelease mechanism to regulate and moderate the availability of sugar in the open market.Announcement of Maximum Admissible Export Quota (MAEQ) of 6 million tonnes and subsidy ofRs. 6000 per metric tonnes to mills exporting sugar under the allotted quota for which abudget of Rs. 3500 crore was earmarked. Ethanol procurement price for Ethanol Season Year2021-22 (November to October) fixed at Rs. 45.69 per litre in the case of ethanol madefrom C-Heavy molasses Rs. 57.61 per litre in the case of ethanol made from B-Heavymolasses and Rs. 62.65 in case of ethanol derived directly from sugarcane juice. Howevera long-term pricing policy is desirable to catalyze increase in ethanol capacities. TheGovernment was requested to announce early an export policy for season 2021-22 to enablemills to calibrate their production plan and capitalize on remunerative internationalsugar prices.


Management Discussion & Analysis Report for the year under review which also coversthe performance of the company is presented in a separate section and forms a part of thisAnnual Report.


All Related Party Transactions entered during the financial year were in the ordinarycourse of business and at arm's length basis. There were no materially significant RelatedParty Transactions with the Company's Promoters Directors Management or their relativeswhich could have had a potential conflict with the interests of the Company. Transactionswith related parties entered by the Company in the normal course of business areperiodically placed before the Audit Committee for its omnibus approval and theparticulars of contracts entered during the year as required to be provided under Section134(3)(h) of the Companies Act 2013 are disclosed in Form AOC-2 as ANNEXURE 1. TheBoard of Directors of the Company has adopted a policy to regulate transactions betweenthe Company and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 the rules thereunder and the Listing Regulations which is posted onthe website of the Company at the web link


The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in ANNEXURE2 and is attached to this report.


Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as per ANNEXURE 3.


Rana Sugars Limited has been an early adopter of CSR initiatives. The Company worksprimarily through CSR trust viz. Sansthanam Abhay Daanam towards supporting projects ineradication of hunger and malnutrition promoting education art and culture healthcaredestitute care and rehabilitation environmental sustainability disaster relief and ruraldevelopment projects and other activities as mentioned in the Schedule VII of CompaniesAct 2013. Details of the CSR policy are available on our website at: A detailed Annual Report on CSRActivities undertaken by the Company during the year as prescribed under the Companies(Corporate Social Responsibility) Amendment Rules 2021 is annexed herewith as ANNEXURE4.


Pursuant to the provisions of Section 139(2) of the Companies Act 2013 and rules madethereunder M/s Ashwani K Gupta & Associates Chartered Accountants Panchkula (FirmRegistration No. 003803N) were appointed as Statutory Auditors of the Company for periodof 4 years to hold office upto the conclusion of 31st Annual General Meetingof the Company. The comments of the auditor being self-explanatory require no furthercomments from the Directors. Further there are no reservations qualifications adverseremarks or Modified opinion in the Audit Reports issued by them in respect of FinancialStatements of the Company for the Financial Year 2020-21.


The Board had appointed M/s A. Arora & Co. Practicing Company Secretary(Membership No. 2191 and C. P. No. 993) as Secretarial Auditor to conduct the secretarialaudit of the company for the financial year 2020-21 pursuant to the provisions of Section204 of the Companies Act 2013. The Report of the Secretarial Auditor forms part of theBoard's Report as ANNEXURE 5. The Secretarial Auditor has made certain observationand remark in his reports. The management reply to the observation and remark of theSecretarial Auditor is given hereunder:

S. No. Observation by Secretarial Auditor Management Reply
1. One of the Independent Director of the company has not been registered on the Independent director Databank as provided under Section 150 of the Companies Act 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014 This has happened due to Covid- 19 protocol and guidelines issued by the Chandigarh administration and Government of India. However we are in process of registering the same on Independent Director Databank.


Pursuant to the provisions of Section 148 of the Companies Act 2013 and rules madethereunder the Board on the recommendation of the Audit Committee has re-appointed M/sKhushwinder Kumar & Co. Cost Accountants (Firm Reg. No. 100123) as Cost Auditors toconduct cost audits relating to sugar electricity and industrial alcohol for the yearended 31st March 2022. The Cost Accountants have confirmed that theirappointment is within the limits of Section 141(3)(g) of the Act and free from anydisqualifications specified under Section 141(3) and proviso to Section 148(3) read withSection 141(4) of the Companies Act 2013. The Cost Audit Report for the financial yearMarch 2021 did not contain any qualification reservation adverse remark or disclaimer.The Cost Audit Report for the year end March 2021 shall be made available by CostAuditors on or before 30th September 2021.


As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 a report on Corporate Governance together with the Auditors Certificateregarding compliance of the conditions of corporate governance is provided under ANNEXURE6.


Industrial relations and work atmosphere remained cordial throughout the year withsustained communication and engagement with workforce through various forums.


The Company has neither issued any debt instruments nor undertaken any fixed depositprogramme or any scheme or proposal involving mobilisation of funds whether in India orabroad so the Company has not obtained any credit rating during the period under review.However Company has been assigned the following rating on 02nd July 2021 i.e.from the closure of Financial Year 2020-21 for the bank facilities availed :

S. No. Facility Rating Assigned
1. Long Term Fund based Limits- Cash Credit IVR BB+/Stable (IVR Double B Plus with Stable Outlook)
2. Long Term Fund based Limits- Term Loan IVR BB+/Stable (IVR Double B Plus with Stable Outlook)
3. Short Term Non-Fund based Limits- Bank Guarantee IVR A4+ (IVR Single A Four Plus)


The Company continues to demonstrate strong commitment to safety health andenvironment which have been adopted as core organizational values. The Company assuressafety and facilities in accordance with statutory and regulatory requirements. Employeesare continuously made aware of hazards/ risks associated with their job and theirknowledge and skills are updated through requisite training to meet any emergency. Medicaland occupational check-ups of employees and eco-friendly activities are promoted.


During the financial year 2020-21 the company had the following directors and KeyManagerial Personnel:

1. Rana Ranjit Singh Chairman & Non-Executive Director 30-07-1991
2. Rana Inder Pratap Singh Managing Director (KMP) 31-10-2002
3. Rana Veer Pratap Singh Non-Executive Director 31-10-2002
4. Mr. Shivavtar Singh Bajwa Non-Executive Independent Director (NEID) 30-09-2014
5. Mr. Baljit Singh Non-Executive Independent Director (NEID) 30-09-2014
6. Ms. Navpreet Kaur Non-Executive Independent Director (NEID) 09-11-2018
7. Mr. Manmohan K. Raina Company Secretary (KMP) 18-09-1992
8. Mr. Gaurav Garg Chief Financial Officer (KMP) 09-02-2021

The Independent Directors are entitled to hold office for a term of 5 years and are notliable to retire by rotation.

Rana Ranjit Singh (DIN: 00076770) Chairman Non-Executive Director and Rana Veer PratapSingh (DIN: 00076808) Non-Executive Director of the Company retires by rotation at theensuing 29th Annual General Meeting of the company and being eligible offerthemselves for reappointment. Though such determination of office by retirement and thenre-appointment if approved by the members at the ensuing Annual General Meeting wouldnot constitute a break in their tenure of service as the Chairman and Directorrespectively of the Company. Mr. Gaurav Garg was appointed as the Chief Financial Officerw.e.f. 09.02.2021 in place of Mr. R. Balasubramanyam who resigned from the office of CFOw.e.f. 10.11.2020. Mr. Baljit Singh Non-Executive Independent Director resigned from theDirectorship on June 22 2021 and Mr. Tara Chand Meenia joined the Board on 25thAugust 2021 in his place. None of the Directors of your Company is disqualified under theprovisions of Section 164(2)(a) and (b) of the Companies Act 2013. During the periodunder review none of the Non- Executive Directors of the Company had any pecuniaryrelationship or transactions with the Company. Further none of the Non-ExecutiveDirectors of the company have any shareholding in the company except Rana Ranjit Singh ishaving 2196561 equity shares and Rana Veer Pratap Singh is having 6139566 equityshares in the Company.

The details of the Directors being recommended for appointment/ re-appointment arecontained in the Notice convening the forthcoming Annual General Meeting of the Company.


All the Independent Directors have given declaration to the Company that they meet thecriteria of 'independence' set out in the SEBI (LODR) Regulations 2015 and the CompaniesAct 2013. The Board is of the opinion that the Independent Directors of the Company holdhighest standards of integrity and possess requisite expertise and experience required tofulfil their duties as Independent Directors.


The Company promoted the following subsidiaries during the year and subsequentlydivested before the closure of Financial Year 2020-21: M/s Buttar Biofuels Private LimitedM/s Karimganj Biofuels Private Limited Apart from that there being no Joint Venture orAssociate Company during the year under review.


Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the Company's website at following link:


During the year under review 4 (Four) Board meetings 4 (Four) Audit Committeemeetings 2 (Two) Stakeholders Relationship Committee meetings 2 (Two) Nomination &Remuneration Committee meetings and 1 (One) Corporate Social Responsibility Committeemeeting were convened and held. Details and attendance of such Board & Committeesmeetings are mentioned in Corporate Governance Report. Pursuant to clause VII (1) ofSchedule IV of the Companies Act 2013 the Independent Directors had a separate meetingon 24.02.2021.


The details of programme for familiarization of independent directors of the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company's website


Particulars of loans guarantees investments and securities provided during thefinancial year under review covered under the provisions of Section 186 of the CompaniesAct 2013 have been provided in the Financial Statements which forms part of the AnnualReport. Details of loans guarantee or investments made by your Company under Section 186of the Companies Act 2013 during the financial year 2020-21 are as follows: The loan andadvances were given to procure material required for production and the same wererecovered subsequently.

Investments made during the financial year 2020-21

Name of Entity Relation Amount (Rs. in Lakhs) Particulars of investments Purpose for which the investments made
Karimganj Biofuels Private Limited Sister Concern 1.0 Investment Business purpose
Buttar Biofuels Private Limited Sister Concern 1.0 Investment Business purpose

Amount outstanding as at 31st March 2021

S. No. Particulars Amount (Rs. in Lakhs)
1. Investments made 0.2


Entire amount of Net Profit of Rs. 15769.24 Lakhs for the financial year 2020-21 hasbeen retained for the growth of the Company which appears under the head "OtherEquity." No amount has been transferred to general reserves.


No material changes and commitments which could affect the Company's financial positionhave occurred since the close of the financial year on March 31 2021 till the date ofthis Board's Report. Further it is hereby confirmed that there has been no change in thenature of business of the Company during the financial year 2020-21.


Your Company is conscious of its responsibility towards preservation of naturalresources and continuously takes initiatives to reduce consumption of electricity andwater.


The primary objective of risk management is to protect the Company against risks to thevalue of the business its capital and its continuity. In order to achieve the objectiveand for better governance the Company has adopted a formal Risk Management Policy andalso posted on the Company website at The Policy sets out key risk areas -financial risks (including risk to assets) legislative and regulatory risksenvironmental risks (including natural disasters) operational risks (markets productiontechnology etc.) risks relating to employment and manpower and individual largetransactional risks. The Managing Director of the company identifies and proposes actionin respect of all risks through his Management team as and when these are perceived orforeseen or inherent in operations; analyses these and then recommend it to AuditCommittee for its review and further mitigation measures.


There has been no change in the nature of business of the Company during the year.


The authorised share capital of the company at the end of the Financial Year 2020-21was Rs. 2200000000/- comprising of 160000000 equity shares of Rs. 10/- each and60000000 preference shares of Rs. 10/- each and the paid up capital was Rs.1535678200/- divided into 153567820 equity shares and Rs. 410934240/- dividedinto 41093424 preference shares of Rs. 10/- each respectively. There were no changes inthe share capital of the company during the financial year 2020-21. There was no bonusissue right issue ESOP buy back of share or issue of shares with differential votingrights during the year.


There is an on-going emphasis on building a progressive Human Resources culture withinthe Organisation. Structured initiatives to nurture talent and create a workingenvironment that fosters motivation team-work and result orientation continue to beaddressed. Productivity level continued to be subject to continuous monitoring. Employeestrength as on March 31 2021 was 1167 as compared to 1081 in the previous year.


The Company has neither accepted nor renewed any fixed deposits from the public or theMembers within the meaning of Section 73 of the Companies Act 2013 read with Chapter Vof the Companies Act 2013 and the (Companies Acceptance of Deposits) Rules 2014 duringthe financial year 2020-21 and as such no amount of principal or interest on depositsfrom public or the Members was outstanding as of the Balance Sheet date. FurtherPursuant to the Rule 2(1)(c)(viii) and (xiii) of Companies (Acceptance of Deposits) Rules2014 Company received and repaid the following amount from/ to directors and promoters byway of unsecured loan in pursuance of the stipulation of any lending financial institutionor a bank:

Name of Promoter/ Director Amount received Amount repaid Interest Rate Interest paid Amount outstanding as at 31st March 2021
Rana Inder Pratap Singh 804.36 892.4 Nil Nil 2.65
Rana Ranjit Singh 8.62 16.51 Nil Nil Nil
Rana Veer Pratap Singh 12.35 1.5 Nil Nil 12.35
Rana Gurjeet Singh 15.85 299.92 Nil Nil Nil
Mrs. Rajbans Kaur 0.91 2.53 Nil Nil Nil
Rana Karan Pratap Singh 68.92 102.75 Nil Nil Nil
Rana Preet Inder Singh 10.37 83.46 Nil Nil Nil
Mrs. Sukhjinder Kaur 1.03 5.97 Nil Nil Nil
Mrs. Manminder Kaur Nil 796.86 Nil Nil Nil
Mrs. Balbir Kaur Nil 10.5 Nil Nil Nil
Mrs. Manpreet Kaur Nil 65.02 Nil Nil Nil


There are no significant and/or material orders passed by the Regulator(s) or Court(s)or Tribunal(s) impacting the going concern status of the Company and its businessoperations in near future.


It is a proud statement in itself that your Company continues to be an employer ofchoice for a host of workforce. Value based HR programs unleashed by the Company from timeto time have enabled the company's HR team to contribute substantially to the overallgrowth of the Company. In order to keep pace with the ever evolving demands of theexisting business and the gamut of activities in digital space HR has been placingtremendous focus on capability building in newer areas with an objective to predictdiagnose and take actions that will improve business performance. Further discussion onthis subject is included in the Management Discussion and Analysis Report forming part ofthis report.


Your Company has in place adequate internal financial controls commensurate with itssize scale and operations. Such controls have been assessed during the year under reviewtaking into consideration the essential components of internal controls stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India. Based on the results of such assessmentscarried out by the management no reportable or significant deficiencies no materialweakness in the design or operation of any control was observed. Nonetheless your Companyrecognizes that any internal control framework no matter how well designed has inherentlimitations and accordingly regular audits and review processes ensure that such systemsare re-enforced on an ongoing basis. The internal financial controls with reference to theFinancial Statements are commensurate with the size and nature of business of the Company.


The Company has in place a Vigil Mechanism/ Whistle Blower Policy in terms ofprovisions of Section 178(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 which was approved by the Board ofDirectors. The Company's personnel have direct access to the chairman of the AuditCommittee to report concerns about unethical behaviour (actual or suspected) frauds andother grievances. No personnel of the Company have been denied access to the AuditCommittee. Adequate safeguards are being provided against victimization of whistle blowersavailing of such mechanism. Whistle Blower Policy of the Company is posted on the websiteof the Company at following link:


The Company has duly complied with the applicable Secretarial Standards on Meeting ofBoard of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI).


During the financial year under review the company has not carried out any amendmentto the Memorandum of Association and Articles of Association of the company.


Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place ‘Policy for Prevention and Redressal of

Sexual Harassment' in line with the requirements of Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 (hereinafter referred"as the said act") and Rules made there under. As per the provisions of Section4 of the said Act the Board of Directors has constituted the Internal ComplaintsCommittee (‘ICC') at the Registered Office Works to deal with the Complaintsreceived by the Company pertaining to gender discrimination and sexual harassment atworkplace. Further as per the provisions of Section 21 & 22 of the said Act theReport on the details of the number of cases filed under Sexual Harassment and theirdisposal for the financial year under review is as under:

Sr. No. No. of cases pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending as on the end of the financial year under review


In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 theBoard of Directors hereby confirms that:

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

b. Such accounting policies have been selected and applied consistently and theDirectors have made judgements and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2021 and ofthe Profit and Loss of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.


The Board of directors have the following statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Apart from above the Board has constituted 1 (One) non-statutory committee namelyFinance and Investment Committee after the closure of the Financial Year. The Compositionterms of reference and number of meetings of the Committees during the period under reviewis covered in the enclosed Corporate Governance Report.


Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy on appointment of Directors including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other senior management. Remuneration policy in theCompany is designed to create a high performance culture. It enables the Company toattract retain and motivate employees to achieve results. Our Business Model promotescustomer centricity and requires employee mobility to address project needs. Theremuneration policy supports such mobility through pay models that are compliant toapplicable rules and regulation. The Company has not paid any remuneration by way ofsalary benefits perquisites and allowances and commission to its Managing Director andthe Non- Executive Directors. The copy of the Nomination and Remuneration Policy of thecompany is attached as ANNEXURE 7

Managerial Remuneration: a. Remuneration of Chairman Managing Director andDirectors

The details of remuneration paid to Chairman Managing Director and Directors of theCompany for the financial year 2020-21 are as under:

PARTICULARS Rana Inder Pratap Singh Rana Veer Pratap Singh Rana Ranjit Singh
Salary (Rs. in Lakhs) Nil Nil Nil
Contribution to PF & Other Funds
Total Nil Nil Nil

b. Non-Executive Independent Directors (NEIDs):

During the year the NEIDs were neither paid any remuneration nor granted any loans oradvances. The Non-Executive Independent Directors were eligible for sitting fees for eachmeeting of the Board and Audit Committee attended by them of such sum as may be approvedby the Board of Directors within the overall limits prescribed under the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ANon-Executive Independent Director is also eligible for reimbursement of expenses incurredby him for attending the Board and/ or Committee meetings. There were no materiallysignificant related party transactions pecuniary transactions or relationships betweenthe Company and its Directors except those disclosed in the financial statements for theyear ended on March 31 2021. The details of sitting fees paid to the Non-ExecutiveDirectors during the financial year 2020-21 are given below:

S. No. Name of the Non- Executive Director Sitting Fees (in Rs.)
1. Mr. Shivavtar Singh Bajwa 10000
2. Mr. Baljit Singh 30000
3. Ms. Navpreet Kaur 40000
Total 80000

c. Details of shares of the Company held by the Directors as on March 31 2021 aregiven below:

S. No. Name of the Director No. of Equity Shares Held
1. Rana Ranjit Singh 2196561
2. Rana Inder Pratap Singh 17929952
3. Rana Veer Pratap Singh 6139566
4. Mr. Baljit Singh Nil
5. Mr. Shivavtar Singh Bajwa Nil
6. Ms. Navpreet Kaur Nil


There have been no frauds reported by the Auditors under sub section (12) of Section143 of the Companies Act 2013 (including amendments) during the financial year underreview to the Board of Directors and hence there is nothing to report by the Board underSection 134(3)(ca) of the Companies Act 2013.


During the Financial Year 2020-21 there being an amount of Rs. 279.60 Lakhs outstandingfor more than 45 days to MSME registered supplier and was paid after complying with theprovisions as contemplated in the Micro Small and Medium Enterprises Development (MSMED)Act 2006.


Pursuant to the provisions of the Companies Act 2013 and Listing Regulationsperformance evaluation of the Board and its Committees and all the Directors has beencarried out and the details are covered in the Corporate Governance Report.


During the Financial Year 2020-21 no proceeding was initiated by and against thecompany.


Pursuant to the provisions of Section 124 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 read with the relevant circulars and amendments thereto ('IEPF Rules') the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund (IEPF)constituted by the Central Government. During the FY 2020-21 there is no such amount withrespect to Unclaimed Dividend which is required to be transferred to Investor Educationand Protection Fund (IEPF).


Pursuant to the provisions of IEPF Rules all shares in respect of which dividend hasnot been paid or claimed for seven consecutive years shall be transferred by the Companyto the designated Demat Account of the IEPF Authority ('IEPF Account'). During FY 2020-21there were no shares which are required to be transferred to IEPF Account.


Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its appreciation to all employees in the Company for their sustained efforts andimmense contribution to the good levels of performance and growth that the Company hasachieved during the financial year under review. Your Directors also place on record theirsincere thanks and appreciation for the continuing support and assistance received fromthe financial institutions banks Government as well as non- government authoritiescustomers vendors and members during the financial year under review.

On behalf of the Board of Directors
Place: Chandigarh Managing Director Director
DIN: 00075107 DIN: 00076808