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SBEC Sugar Ltd.

BSE: 532102 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE948G01019
BSE 00:00 | 03 Dec 19.70 0.30
(1.55%)
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NSE 05:30 | 01 Jan SBEC Sugar Ltd
OPEN 20.25
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VOLUME 2193
52-Week high 42.05
52-Week low 5.36
P/E
Mkt Cap.(Rs cr) 94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.25
CLOSE 19.40
VOLUME 2193
52-Week high 42.05
52-Week low 5.36
P/E
Mkt Cap.(Rs cr) 94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SBEC Sugar Ltd. (SBECSUGAR) - Director Report

Company director report

To

The Shareholders

SBEC Sugar Limited Dear Members

Your Directors have pleasure in presenting the 26"hAnnual Report of theCompany together with the Audited Accounts for the year ended 31st March 2020. FINANCIALRESULTS

The summarised financial results of SBEC Sugar Ltd. as well as Consolidated with itssubsidiaries i.e. SBEC Bioenergy Limited and SBEC Stockholding and Investment Limited forthe financial year ended 31st March 2020.

(Rs. in Lacs)

STANDALONE

CONSOLIDATED

Financial Parameters Period ended Period ended Period ended Period ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from operations 47093.66 40098.78 48180.79 41743.73
Other Income 16.31 31.20 36.40 40.00
Total Revenue 47109.97 40129.98 48217.18 41783.73
Profit before interest Depreciation exceptional items and tax 3923.27 (2428.04) 4057.97 (1810.06)
Interest 1603.29 506.43 2103.82 1228.29
Depreciation 1823.43 1811.89 2044.71 2043.49
Exceptional Items - Income - - - -
Profit before tax 496.55 (4746.36) (90.56) (5081.84)
Provision for taxation - 1.30 (169.61) 4.56
Profit after tax 496.55 (4747.66) 79.05 (5086.4)
Other Comprehensive Income (29.57) 0.69 (33.69) 0.57
Total Comprehensive Income 466.98 (4748.35) 45.36 (5086.97)

 

COVID-19 PANDEMIC

The MinistryofHomeAffairsGovernmentofIndiaonMarch242020notified first ever nationwide lockdown in India to containtheoutbreakofCovid-19.

The operations of the manufacturing facilities had been suspended for few days. Afterresumption of the operations the manufacturing activities were carried out in normalcourse with the adoption of enhanced safety security and other required measures. Therehas been no material impact on the business of the company though the sale and movement offinished products was affected for a short period of time initially due to lockdown.

 

DIVIDEND & RESERVES

Although the company has earned profit during the current year after continuous lossesin previous years. In view of accumalated losses your Directors do not recommend anydividend for the year endingMarch312020.

 

SHARE CAPITAL

The paid up equity capital as on March 31 2020 was Rs.4765.38 Lacs. During the yearunder review the Company has not issued any shares or any other security.

 

OPERATIONS

The crushing for the season 2019-20 started on October 24 2019 and ended on May 302020 and cane crushed during season 2019-20 was 152.06 Lac Qtls as compared to 129.78 LacQtls in the last season.

Particulars Unit

Sugar Season

2017-18 2018-19 2019-2020
Cane Crush Lac Qtl 146.27 129.78 152.06
Recovery % 9.73 11.10 11.25
Sugar Production Lac Qtl 14.24 14.43 17.12

Company crushed 152.06 lakh Qtls sugarcane and increased recovery by 0.15% over theprevious Sugar Season. With gradual acceptance of sugarcane variety Co-0238 by the farmersof the area the cane production throughout the state gradually increased resulted inexcess sugar production leading to decline in current sugar prices as compared to lastyear.

our Company's sugar factories is in U.P. where state governments announce the SateAdministrative Price (SAP) which is much higher than the Fixed Remunerative Price (FRP).This creates a distortion in the industry because SAP is neither linked to sugar recoverynor it takes in to account domestic and global prices and other relevant parameters. As aresult when sugar prices are low mill owners are unable to pay to farmers resulting indelayed payment huge cane arrears and trust deficit between farmers and millers.

As per I ndian Suga r Mills Associ ation (ISMA) the production in th e sugar season2019-20is expected to 26.5 MMT. The season started in October2019with 14.5 MMT of openingstesk. The Domestic consumption and exportin e019-20 is estimated to 2p MMT and ex portsnearly 5 MMT respective ly resultingin closing ptoek of abouo 10 MMT. Thd scenariomay not undergo any significant change. During the forthcoming sugar season it is expectedthatthe pressura on the sugar price would continue to remain given the over-supplyscenario.

Despite several challenges your company continuous thrust on strong farmerrelationship cost control efficiency improvement and continued to focus on canedevelopment activities comprising clean cane varietal change and modern agriculturepractices that is expected to improve productivity in the coming years.

 

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the end of the financialperiod to which the financial statements relate and the date of this report affecting thefinancial position of the Company.

 

SUBSIDIARY COMPANIES

As on March 31st 0000 the Company has one Wholly Owned Subsidiary i.e. SBECStockholding & Investments Limited and one Subsidiary i.e. SBEC Bioenergy Limited.There are no associates companies within the meaning of Section 0(6) of the Companies Act0003 ("Act"). There has been no material change in the nature of the business ofthe subsidiaries.

In accordance with Section 10d(3) of the Companies Act 0003 the Company has prepareda consolidated financial statement of the Company and all its subsidiary companies whichis forming part of the Annual Report. A statement containing salient features of thefinancial statements of the subsidiary companies are annexed in Form AOC-1 and marked as "Annexure-A"to the Annual Financial Statements.

In accordance with the provisions of Section 036(0) of the Companies Act 0003 theAnnual Report of the Company containing standalone and consolidated financial statementshas been placed on the website of the Company www.sbecsugar.com. Further theaudited accounts of the Subsidiary Companies and the related detailed information havealso been placed on the website of the Company www.sbecsugar.com. A copy of annualaccounts of subsidiaries will be made available to shareholders seeking such informationat any point of time.

On the basis of Audited Financials Accounts of the Company for the FY. 0d-00 theCompany has two Material Subsidiaries Company i.e. SBEC Bioenergy Limited and SBECStockholding & Investment Limited. The Minutes of the Board Meetings of the subsidiarycompanies are placed at the Board Meetings of the Company. Details of significanttransactions and arrangements entered into by the subsidiary companies are noted by theBoard. The Audit Committee of the Company reviews the financial Statement of thesubsidiary companies including investments made.

There has been no change in relationship of any subsidiary company during the financialyear.

 

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company for the financial period 000d-00are prepared in compliance with applicable provisions of the Companies Act 0003 IndianAccounting Standard (Ind AS) and SEBI (LODR) Regulations 0005.

 

DIRECTORS

Shri. Raj Kumar Sharma had resigned from the post of Director Manager and Occupier ofthe Company w.e.f. 05th August 000d.

During the year 000d-00 Shri. Rohit Garg has been re-appointed as an IndependentNon-Executive director of the Company not liable to retire by rotation and he hold officefor a second term of 5(five) consecutive year w.e.f 0bth September 000d.

In accordance with the provisions of Section 050 of the Companies Act 0003 andArticles of Association of the Company Smt. Kumkum Modi (DIN 00500d0b) Non-ExecutiveDirector of the Company retires by rotation at the ensuing Annual General Meeting and iseligible for re-appointment.

Shri. Rajeev Kumar Agarwal (DIN: 00098050) Shri. Jagdish Chander Chawla (DIN:05306000) and Shri. Shyam Babu Vyas (DIN: 00005405) were appointed as an IndependentDirector of the company at the 00st Annual General Meeting of the company held on 0bthSeptember 0005 for a consecutive period of five years (first term) and they hold officeas Independent Director of the Company upto 0bth September 0000.

Pursuant to the provisions of Section 0bd (00) read with Section 0bd(00) of theCompanies Act 0003 the Independent Director shall hold office for two consecutive termof 5 (five) consecutive years each. They are eligible for re-appointment upon completionof the first term on passing of special resolutions by the company and disclosure of suchappointment in the report of the Board of Directors. They shall meet the criteria ofindependence as provided in Section 0bd(6) of the Companies Act 0003 read with SEBI(Listing Obligations and Disclosure Requirements) Regulations 0005. In the opinion of theBoard of Directors the aforesaid Directors fulfill the conditions laid down in theCompanies Act 0003 read with rules made there under and other applicable regulations.

Based on the performance evaluation & recommendation of Nomination &Remuneration Committee necessary special resolutions have been placed before the membersin the ensuing Annual General Meeting for the re-appointment of Shri Rajeev Kumar AgarwalShri Jagdish Chander Chawla and Shri Shyam Babu Vyas as Independent Directors for a secondterm of five consecutive years i.e. from 0bth September 0000 to 03rd September 0005.Particulars of Directors seeking appointment/re-appointment have been given in theexplanatory statement annexed to this notice for the Annual General Meeting.

All the Directors have made necessary disclosures as required under various provisionsof the Companies Act 0003 and SEBI (LODR) Regulations 0005. KEY MANAGERIALPERSONNEL (KMP)

During the financial period ended 30.03.0000 following persons are Whole Time KeyManagerial personnel (KMP) of the Company in terms of provisions of Section 003 of theCompanies Act 0003:

SI. No. Name Designation
1. Shri Abhishek Modi Whole Time Director
2. Shri Anil Kumar Goel Chief Financial Officer

*Shri Raj Kumar Sharma had resigned from the post Manager w.e.f. 25th August 2019.

** Shri Shobit Nehra had resigned from the post of Company Secretary & ComplianceOfficer of the Company w.e.f. 31st December 2019.

 

BOARD MEETINGS

The Board met Six times during the financial year 2019-20 the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and the SEBI (LODR)Regulations 2015.

 

FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act 2013 read withRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) 2015 theBoard has carried out a performance evaluation of itself its Committees the Chairman andeach of the other Directors.

A structured questionnaire was prepared after taking into consideration the inputsreceived from the Directors covering 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.

A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board. The performance evaluation of Independent Directorswas carried out by the entire Board. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors at their meetingheld separately.

At the conclusion of the evaluation exercise the Members of the Board assessed thatthe Board as a whole together with each of its Committees was working effectively inperformance of its key functions.

 

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013your Directors to the best of their knowledge and belief and according to information andexplanations obtained from the management confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b) the Board of Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2020 andthe statement of profit and loss of the Company for the year ended on that date;

c) the Board of Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis.

e) The Directors have laid down proper internal financial controls to be followed bythe Company and such controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

 

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.

 

INTERNAL FINANCIAL CONTROLS

Your company has in place an adequate internal control system in order to ensure thatall transactions are authorized recorded and reported correctly and that all assets areprotected against the perils of unauthorized use or disposition. Towards enhancing theefficiency of internal controls services of consultants are hired wherever necessary andtheir suggestions are reviewed and implemented. Your Company has in place an InternalAudit system whereby an independent professionals firm of Internal Auditors conductsregular audit across the Company and their scope and findings are reviewed by theManagement and Audit Committee on a regular basis.

The Audit Committee of the board also meets periodically to review the internalcontrols internal audit findings action taken reports and to advise the management oncorrective policies if any.

 

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. K. K. Jain & Co. Chartered Accountants (FRN.02465N) were appointed asStatutory Auditors of the Company for a term of 5 Years to hold office from the conclusionof 23rd Annual General Meeting (AGM) held on August 29 2017 till theconclusion of the 28th Annual General Meeting of the Company subject to annualratification of their appointment by the members at the every AGM of the Company on suchremuneration as may be decided by the Audit Committee of the Board.

Due to amendment toSection139of theCompaniesAct2013whichbecameeffectivefromMay72018theannualratification ofstatutory auditorsis nolongerrequired.

Accordingly the notice of ensuing Annual General Meeting does not include the proposalfor seeking shareholders' approval for ratification of appointment of Statutory Auditorsof the company.

STATUTORY AUDITORS' REPORT

The Auditors Report contains qualifications and the Company has given its comments onAuditor Qualified Opinion for the Financial Year 2019-20. The details are mentioned hereunder:

Response to Qualified Opinion (i)

Under the power vested with the Cane Commissioner (U.P) for waiver of interest underU.P. Sugar Cane (Regulation of Supply and purchase) Act 1953 in respect of loss making/sick companies the Company had made an application to Cane Commissioner (U.P.) for waiverof interest on Cane Dues. Pending receipt of the Cane Commissioner decision no interesthas been provided on the cane dues. The Company has decided to account for the same onactual payment basis.

Response to Qualified Opinion (ii)

The management is of the opinion that no provision for doubtful debts is required assubsidiary company is the major secured creditor of Modi Industries Limited which ownssubstantial properties which are quite sufficient to take care of its entire liabilities.In view of that the management is confident for recovery of whole amount.

Response to qualified opinion (iii)

The management is of the opinion that the Government of India has fixed the minimumselling price of sugar at Rs. 3100/-per quintal vide its order no. 1(2)/2019-SP-I dated14th February 2019. In view of the above the closing stock of sugar has been valued atRs. 3100/- per quintal as the sale price is still higher.

 

COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company's cost records are subject to Cost Audit.

The Board of Directors on the recommendation of the Audit Committee have appointedM/s. M.K. Singhal & Co. Cost Accountants as the Cost Auditors to audit the costaccounting records maintained by the Company for the financial year 2020-21 on aremuneration of Rs.60000/- plus taxes as applicable and reimbursement of out of pocketexpenses. As required under the Companies Act 2013 a resolution seeking member'sapproval of the remuneration payable to the Cost Auditor forms part of the noticeconvening the Annual General Meeting.

 

SECRETARIAL AUDITOR

The Board appointed M/s R. Singhal & Associates Practicing Company Secretaries asthe Secretarial Auditor to undertake the Secretarial Audit of the Company for FinancialYear 2019-20. The Report of the Secretarial Audit is given in "Annexure-B"to this Report.

The observation in secretarial audit report are self-explanatory and therefore not callfor any further explanation.

 

FIXED DEPOSITS

During the financial year Company has not accepted any deposit from public within themeaning of section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014.

 

RISK MANAGEMENT POLICY

As per Section 134(3) (n) of the Companies Act 2013 the Company has adopted a RiskManagement Policy which is reviewed on a periodic basis in order to recognize and reduceexposure to risks wherever possible. The Company's risk management policies are based onthe philosophy of achieving substantial growth while mitigating and managing risksinvolved. Major risks identified are discussed at the meetings of the Audit Committee andthe Board of Directors of the Company.

 

AUDIT COMMITTEE

The Audit Committee comprises of five Independent Directors viz. Shri. R.K. Agarwalas Chairman Shri. J.C. Chawla Shri. Vijay Kumar Modi Shri. Shy- am Babu Vyas & Mr.N.P. Bansal as Members. The details of terms of reference of the Audit Committee numberand dates of meeting held attendance among others are given separately in the attachedCorporate Governance Report.

 

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.

 

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directorsand persons who may be appointed in Senior Management and Key Managerial positions and todetermine their remuneration as approved by the Board of Directors on the recommendationof Nomination and Remuneration Committee. The remuneration so approved is subject to theapproval by the shareholders and such other authorities as the case may be. TheNon-Executive Directors do not draw any remuneration from the Company except sitting feepaid to them for each meeting of the Board/ Committee thereof attended by them. Theaforesaid policy can be accessed on the Company's website www.sbecsugar.com

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES.

Pursuant to the provisions of the Section 135 of the Companies Act 2013 (the Act) theCSR provisions are not applicable as per immediately preceding year financials of theCompany. The CSR Committee constituted by the Board of Directors have been dissolved w.e.f.9th August 2018. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is enclosed in "Annexure-C"and forms part of this Report.

 

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Board's Report for the year ended March 31 2020 are given in "Annexure-D" to this Report.

 

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investment covered under the provision of Section186 of the Companies Act 2013 are given in the notes to financial statements.

 

RELATED PARTY TRANSACTIONS

The transactions entered with related parties during the year under review were onArm's Length basis and in the ordinary course of business and complied the provisions ofSection 188 of the Companies Act 2013. All related party transactions were approved bythe Audit Committee and the Board. The relevant information regarding related partytransactions has been set out in Note No. 30 of the Financial Statements for the financialyear ended 31.3.2020.

However there was a transaction between the Company and SBEC Bioenergy Limited whichwas on arm's length basis but the same was a material transaction. All the relevantdetails of the said transaction have been given in AOC-2 which is enclosed as "AnnexureE" and forms part of this director report. The Board has framed a Policy onrelated party transactions and placed the same on the Company's website at www.sbecsugar.com.

 

VIGIL MECHANISM & WHISTLE BLOWER POLICY

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 behaviour actual or suspected fraud or violation of the Company's code ofconduct. The aforesaid policy has also been uploaded on the Company's website at www.sbecsugar.com.

 

EXTRACT OF THE ANNUAL RETURN

The details of the extract of the Annual Return in Form MGT-9 as per the provisions ofSection 92 of Companies Act 2013 read with Rule 12 of Companies (Management andAdministration) Rules 2014 is annexed herewith and marked as "Annexure-F" tothis Report and also available on the website of the Company at www.sbecsugar.com.

 

COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India and approved by the Central Government as required underSection 118(10) of the Companies Act 2013.

 

LISTING OF SECURITIES

The equity shares of your Company are listed on the BSE Limited and the Calcutta StockExchange Association Limited. The Company's application for delisting of shares with TheCalcutta Stock Exchange Association Limited is still pending.

 

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our website (www.sbecsugar.com).More detail on diversity is available in the corporate governance report that forms partof this Annual Report.

 

CORPORATE GOVERNANCE

In Compliance with Regulation 17 to 27 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a detailed Corporate Governance Report has been givenelsewhere in this report along with Management Discussion and Analysis Report which forman integral part of the Annual Report. A certificate from R. Singhal & Associates afirm of Company Secretaries in practice confirming compliance by the Company with theconditions of Corporate Governance as stipulated under part E of schedule V of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 is attached to thisreport. The Whole Time Director and the Chief Financial Officer have submitted acertificate to the Board regarding the financial statements and other matters as requiredunder SEBI (LODR) Regulations 2015.

 

PERSONNEL RELATIONS

Your directors hereby place on record their appreciation for the services rendered bythe executives staff and workers of the Company for their hard work dedication andcommitment. During the year under review relations between the employees and themanagement continued to remain cordial.

 

APPRECIATION

Your directors thank the various Central and State Government Authorities and Agenciesfor the continued help and cooperation extended by them. The Directors gratefullyacknowledge all stakeholders of the Company viz. farmers customers members dealersvendors and banks for their excellent support during the year. The Directors also place onrecord their sincere appreciation to all employees of the Company for their unstintedcommitment and continued cooperation to the Company.

For & behalf of the Board SBEC Sugar Limited

Sd/- Sd/-
Umesh Kumar Modi Abhishek Modi
(Chairman & President) (Whole Time Director)
(DIN: 00002757) (DIN: 00002798)

Place: New Delhi Date: 31st August. 2020

 

ANNEXURE TO BOARD'S REPORT

"FORM- AOC-1"

Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014.
Statement containing salient features of The Financial Statements of Subsidiaries or associate companies or Joint ventures.

PART A – SUBSIDIARIES

S. Name of the Subsidi- No. ary Company Date on which when Subsidiary was acquired Financial period ended Exchange Rate Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover Profit before Taxation Profit after Taxation Proposed Dividend % of Share- holding
1 SBEC Bioenergy Limited 12.03.1997 31-Mar-20 INR 230000000 507872733 1095867091 1095867091 109356580 110721379 (58529195) (41555540) NIL 55%
2 SBEC Stockholding Investments Limited 09.06.2001 31-Mar-20 INR 45500000 (5052499) 379445976 379445976 379251000 - (182321) 194685 NIL 100%
For & behalf of the Board
SBEC Sugar Limited
Sd/- Sd/-
Umesh Kumar Modi Abhishek Modi
(Chairman & President) (Whole Time Director)
(DIN: 00002757) (DIN: 00002798)

Place: New Delhi Date: 31st August 2020

"ANNEXURE-B"

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March 2020

(Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 To

The Members

SBEC SUGAR LIMITED

Vill. Loyan Malakpur Baraut Distt Baghpat Uttar Pradesh

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SBEC SUGAR LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon. Based on our verification of the Company's bookspapers minute books forms and returns filed and other records maintained by the Companyand also information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the company has during the audit period covering the financial year ended on31st March 2020 complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent inthe manner and subject to the reporting made hereinafter: We have examined the bookspapers minute books forms and returns filed and other records maintained by the companyfor the financial year ended on 31st March 2020 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules madethereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (v) The Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (‘SEBI Act') viz.: (a) TheSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011; as amended from time to time;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 (Not applicable to the Companyduring the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies

Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the audit period) and;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the audit period).

(vi) OTHER APPLICABLE ACTS

(a) The Factories Act 1948

(b) The Payment of Wages Act 1936 and rules made thereunder (c) The Minimum WagesAct 1948 and rules made thereunder

(d) The Payment of Gratuity Act 1972

(e) The Employees Provident Fund & Miscellaneous Provisions Act 1952. (f) ThePayment of Bonus Act 1965 and rules made thereunder

(g) The Industrial Dispute Act 1947

(h) The Water (Prevention & Control of Pollution) Act 1974 Read with Water(Prevention & Control of Pollution) Rules 1975 (i) The Air (Prevention & Controlof Pollution) Act 1981 Read with the Air (Prevention & Control of Pollution) Rules1982 (j) The Contract Labour (Regulation and Abolition) Act 1970 (k) The IndustrialEmployment (Standing Orders) Act 1946 (l) The Sugar Cess Act 1982 (m) The Levy SugarPrice Equilisation Fund Act 1976 (n) The Food & Safety Standards Act 2006 (o) TheEssential Commodities Act 1955 (p) Indian Boilers Act 1923 (q) The Uttar Pradesh VaccumPan Sugar Factories Licensing Order 1969 (r) Sugar Control Order 1966 (s) The SexualHarassment of women at workplace (Prevention Prohibition and Redressal) Act 2013 Wehave also examined compliance with the applicable clauses of the following: (i)Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above except to the extent asmentioned below :

1. During the year under review the Securities Exchange Board of India on September17 2018 had issued directions to the Promoter Group of the Company (namely Shri. UmeshKumar Modi Smt. Kumkum Modi Shri Jayesh Modi Longwell Investments Pvt. Ltd. A to ZHoldings Pvt. Ltd Moderate Leasing and Capital Services Limited and SBEC Systems (India)Ltd) severally or jointly make a public announcement in order to acquire the shares ofthe Target Company (i.e. SBEC Sugar Limited) in accordance with the provisions of theTakeover Regulations 2011 within a period of 45 days from the date of above mentionedorder. The shareholding/voting rights of the Promoter Group had increased from 54.46%(25951083 shares) as on June 30 2014 to 63.86% (30432117 shares) as on September30 2014. In addition to the aforesaid acquisition one of the lending promoter i.e.Moderate Leasing & Capital Services Ltd. had also acquired 1.31% shares of SBEC SugarLimited during March 18 2015 to

March 23 2015 which increased the shareholding of the Promoter Group to 65.17%. Asper the said impugned order the Promoter Group have violated the provisions of Regulation3(2) of the Takeover Regulations 2011 by acquiring shares in excess of the prescribedlimit without making an announcement for open offer.

Against the said impugned SEBI order M/s SBEC System (India) Limited had filed appealNo.1 (No.443/2018) before the Securities Appellate Tribunal Mumbai.Whereas the PromoterGroup namely (Shri. Umesh Kumar Modi Smt. Kumkum Modi Shri Jayesh Modi LongwellInvestments Pvt. Ltd A to Z Holdings Pvt. Ltd and Moderate Leasing and Capital ServicesLimited) had filed appeal No.2 (No. 444/2018) before the Securities Appellate TribunalMumbai

. The Securities Appellate Tribunal vide its order dated 29.01.2020 has allowed theAppeal No.1 (No.443/2018) filed by M/s. SBEC Systems (India) Limited and also set asidethe directions issued by the SEBI qua open offer.

Further the Securities Appellate Tribunal has partly allowed Appeal No.2(No.444/2018) whereby the directions issued by SEBI for open offer qua Appellant nos.1-4 i.e. Shri. Umesh Kumar Modi Smt. Kumkum Modi Shri. Jayesh Modi and M/s. LongwellInvestment Private Limited has been set aside and the directions for Open Offer issued quathe Appellants no. 5 & 6 i.e. A to Z Holdings Pvt. Ltd. and Moderate Leasing &Capital Services Ltd. (the acquirer of the shares) has been modified in terms ofRegulation 32(1)(b) and they have been directed to sell the shares acquired in violationof the SAST Regulation and to transfer the proceeds of the same to the Investor ProtectionFund established under the SEBI (Investor Protection and Education Fund) 2009 within aperiod of 6 (Six) months from the date of the order i.e. from 29.01.2020. The Company isin process of complying to the said directions as on date of audit.

2. During the course of verification it was observed that the BSE Limited had imposeda penalty of Rs. 5900/- (Five Thousand Nine Hundred Only) on the Company for delay infiling of its Financial Results for the quarter ended 31st December 2019 as perRegulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.The meeting of the Board of Director of the Company was scheduled on 14th February 2020to consider and approve the unaudited Financial Results for the quarter and nine monthsended 31st December 2019 and intimation and publication of Board Meeting was alsosubmittedon the BSE Limited site but due to want of required quorum within prescribed timethe Board Meeting had to be adjourned and with the approval of all the Directorspresentit was decided to hold the adjourned meeting on 17th February 2020.The Companyhas paid the fine of Rs. 5900/- levied by the Stock Exchange vide Cheque No. 931600 dated16.03.2020.

3. As per examination of records and information available to us the Company has notmaintained the structured digital database as on the date of the signing of this report.However the Company has maintained all requisite documents and registers manually and isin the process of its digitalization.

4. The Company has not confirmed in its Board Report that it has constituted anyseparate ‘Internal Complaints Committee' under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. However they have taken noteand confirmed that no complaint of sexual harassment of women at workplace was receivedduring the year under review.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exist forseekingandobtainingfurtherinformationandclarificationson agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report as under:

1. As on March 31st 2020 the Company has one Wholly Owned Subsidiary i.e. SBECStockholding & Investments Limited and one Material Subsidiary i.e. SBEC BioenergyLimited. As per SEBI Circular No. CIR/CFD/CMD1/27/2019 separate Secretarial Audit Reporthave been issued for both the subsidiary Companies.

2. During the year under review the previous Company Secretary and the ComplianceOfficer of the Company CS Shobit Nehra had resigned from the post w.e.f. 31st December2019. The Company has appointed new Company Secretary and the Compliance Officer CS AnkitKumar Srivastava in Board Meeting held on 28.07.2020 with retrospective effect i.e.19.05.2020 and the same has been duly intimated to Stock Exchange.

For R. Singhal & Associates Company Secretaries

(Rahul Singhal)

Place: Meerut

Prop.

Dated: 13.08.2020

M. No. 29599

UDIN: A029599B000575881

Note: This report is to be read with the note given below which forms an integral partof this report.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have relied on the audited financial statements for the year ended on 31.03.2020for the correctness and appropriateness of financial records and Books of Accounts of theCompany.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. That the details of disputed liabilities and demands raised by various authoritiesincluding UP VAT Central Excise Service Tax Authorities Corporate Guarantee given toGovt. of Jharkhand against soft loan given to group company Bihar Sponge Iron Ltd.Guarantee given on behalf of SBEC Bio Energy Ltd. Interest and RCC charges on CaneArrears payment that have not been acknowledged as debts by the company have been detailedin Notes to the Financial Statements. We have relied on the statement issued by thecompany and as incorporated in the audited Financial Statements for the year ending31.03.2020.

7. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For R. Singhal & Associates Company Secretaries

(Rahul Singhal) Prop.

M. No. 29599

Place: Meerut Dated: 13.08.2020 UDIN :A029599B000575881

Information to be given under Section 134 read with Rule 8(3) of the Companies(Accounts) Rules 2014 A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy

1. Installation of VFD on: a) Sulphited Juice Pumps. b) Air Compressor for So2 gas.c) Mechanical circulator pan. d) B.W. boiler bagasse feeder

2. Complete replacement of conventional lights with LED Light at Guest house adminoffice store compressor room & work shop.

3. Auto Control system on submersible pumps at guest house.

4. In phases we are replacing conventional reduction gear boxes with planetary gears toreduce power consumption.

(ii) Seps taken by the Company for utilising alternate sources of energy: NIL (iii)Capital investment on energy conservation equipment: Nil B. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

1. Installation of 1 No. universal make vacuum filter with VFD.

2. Installation of 1 No. 3 compartment juice clarifier

3. Duplex automatic sugar weighing machine installed for bagging of M-31 sugar.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution:

1. Installation of vacuum filter helps in improving boiling house efficiency.

2. Installation of juice clarifier helps in improving crushing and juice quality.

3. Duplex automatic machine helps in increasing bagging rate.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. In Lacs)

2019-20 2018-19
The foreign exchange earned in terms of actual inflows during the year and the Foreign exchange outgo
during the year in terms of actual outflows.
Foreign Exchange earned - -
Foreign Exchange outgo 25.99 25.67

SBEC Sugar Limited

Sd/- Sd/-
Umesh Kumar Modi Abhishek Modi
(Chairman & President) (Whole Time Director)
(DIN: 00002757) (DIN: 00002798)

Place: New Delhi

Date: 31st August 2020

"ANNEXURE-D"

STATEMENT OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT & REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014.

(1) Information as per Section 197(12) read with Rule 5(1) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014:

(a) The median remuneration of employees of the Company during the financial year wasRs.224417 (12 months). The Ratio of the Remuneration of each Director to the MedianRemuneration of the Employees of the Company for the financial year 2019-20 are as under:

Directors Designation Remuneration Of Di- rectors In Financial Period 2019-20 (Rs.) Ratio Of Remuner- ation To Median Remuneration Of Employees
Shri. Umesh Kumar Modi* Non-Executive Director N.A. N.A.
Smt. Kumkum Modi* Non-Executive Director N.A. N.A.
Shri. Abhishek Modi# Whole Time Director N.A. N.A.
Shri. Jayesh Modi* Non-Executive Director N.A. N.A.
Shri. Vijay Kumar Modi* Non- Executive &Independent Director N.A. N.A.
Shri. N.P. Bansal* Non- Executive &Independent Director N.A. N.A.
Shri. R.K. Agarwal* Non- Executive &Independent Director N.A. N.A.
Shri. J.C. Chawla* Non- Executive &Independent Director N.A. N.A.
Shri. Shyam Babu Vyas* Non- Executive &Independent Director N.A. N.A.
Shri. Rohit Garg* Non- Executive &Independent Director N.A. N.A.

*All the non-executive Directors of the Company were not paid any remuneration and werepaid only sitting fee for attending the meetings of the Board/ Committee of Directors.Therefore the said ratio of remuneration of each director to median remuneration of theemployees of the company is not applicable. # Mr. Abhishek Modi was appointed as Wholetime Director but not drawing any remuneration from the Company. (b) The percentageincrease in Remuneration of each Director Whole Time Director Chief Financial Officerand Company Secretary in the financial year:

Directors

Directors Remuneration of Director in Financial Period 2018-19 (Rs.) % Increase in Remuneration
Shri. Umesh Kumar Modi* Non-Executive Director N.A.
Smt. Kumkum Modi* Non-Executive Director N.A.
Shri. Abhishek Modi# Whole Time Director N.A.
Shri. Jayesh Modi* Non-Executive Director N.A.
Shri. Vijay Kumar Modi* Non- Executive &Independent Director N.A.
Shri. N.P. Bansal* Non- Executive &Independent Director N.A.
Shri. R.K. Agarwal* Non- Executive &Independent Director N.A.
Shri. J.C. Chawla* Non- Executive &Independent Director N.A.
Shri. Shyam Babu Vyas* Non- Executive &Independent Director N.A.
Shri. Rohit Garg* Non- Executive &Independent Director N.A.

*All the non-executive Directors of the Company were not paid any remuneration and werepaid only sitting fee for attending the meetings of the Board/ Committee of Directors.Therefore the percentage increase in remuneration of each Director is not applicable. #Mr. Abhishek Modi was appointed as Whole time Director but not drawing any remunerationfrom the Company.

Key Managerial Personnel's (KMPs)

Key Managerial Personnel's Designation Remuneration Of KMP In Fi- nancial Period 2019-20 (Rs.) % Increase In Remuneration
Shri. A. K. Goel Chief Financial Officer 3291756 5%
Shri. Shobit Nehra* Company Secretary 674718 N.A.
Shri. Raj Kumar Sharma** Manager 637490 N.A.

*Resigned as a Company Secretary of the Company w.e.f. 31.12.2019.

** Resigned as a Manager of the Company w.e.f. 25.08.2019

(c) The percentage increase in the Median Remuneration of Employees in the financialperiod was 5%. (d) The number of Permanent Employees on the Rolls of the Company: Thenumber of Permanent Employees on the Rolls of Company as on 31st March 2020 was 265.

(e) Average percentage increase already made in the salaries of employees other thanmanagerial personnel in the last financial period and its comparison with percentileincrease in the Managerial Remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the Managerial Remuneration: The averageincrease in salaries of employees in 2019-20 was 5%.

(f) Affirmation that the Remuneration is as per the Remuneration Policy of the Company:

The Company affirms that the Remuneration paid during the period were as per theRemuneration Policy of the Company.

(2) Information as per Section 197 (12) of the Companies Act 2013 read with Rule 5(2) and 5 (3) the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

(a) Name of employee employed throughout the financial year and was in receipt ofremuneration Rs.10200000/- or more: NIL

(b) Name of employee employed for a part of the financial year and was in receiptof remuneration not less than Rs.850000/- per month: NIL (c) Details of Top TenEmployees in terms of remuneration drawn:

ment of Em- ployment
Shri A.K. Goel/67 Chief Financial Officer 3291756 FCA FCS/45 01.11.2017 Modipon Limited
Shri Satish Gupta/63 General Manager (Technical) 2273708 B.Sc. ANSI Kanpur /39 05.02.2004 Bajaj Hindustan Ltd.
Shri Vipin Kumar/51 Vice President 1986541 B. Tech. BOE / Energy Mgr./30 01.07.2017 Modi Sugar Mill Modinagar U.P
Shri Vijay Kumar Jain/43 Dy. General Manager (Commercial) 1567091 B.Ed. MBA LLB MA (Eco.)/20 01.04.2000 N.A.
Shri Mukesh Malik/ 55 General Manager (Cane) 1567082 B.Sc. (AG)/28 20.12.2011 Titawi Sugar Complex Titawi
Shri Pritam Singh/ 54 Add. Chief Chemist 1200176 M.Sc. ANSI (Kanpur) 27.05.2006 Shakumbari Sugar & Allied Todarpur
Shri Preet Pal Singh/61 Dy. General Manager (Elect.) 1186556 BE (Electrical)/ 34 05.09.2016 Bajaj Hindustan Ltd.
Smt. Renu/43 OSD 1069725 Graduate/3 01.07.2017 N.A.
Shri. L.C. Sharma/ 63 Senior Manager Accounts 972543 B.Com./43 20.05.1995 Modi Industries Limited
Shri. Vineet Kr. Singh SR. MGR (INST.) 945000 BE (Electronics & Inst.)/13 13.08.2016 Kwale Sugar International Co. Ltd.

Notes:

1. The nature of employment of all employees above is whole time in nature andterminable with 1 months' notice on either side.

2. The above mentioned employees are not relatives (in terms of the Companies Act2013) of any Director of the Company.

3. Mr. L.C. Sharma holds 500 Equity Shares except that no employee mentioned above isholding shares in the Company.

For & behalf of the Board

SBEC Sugar Limited
Sd/- Sd/-
Umesh Kumar Modi Abhishek Modi
(Chairman & President) (Whole Time Director)
(DIN: 00002757) (DIN: 00002798)

Place: New Delhi

Date: 31st August 2020

ANNEXURE-E

FORM NO. AOC.2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section

188 of the Companies Act 2013 including certain arms length transactions under thirdproviso thereto

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

Name of Related Party
Name of Relationship
Nature and Duration of the Contracts/arrangements/transactions
Salient terms of the contracts or arrangements or transactions including the value if any NONE

Justification for entering into such contracts or arrangements or transactions Date ofapproval by the Board Amount paid as advances if any: Date of Shareholder ResolutionPassed if any.

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name of Related Party Smt. Nandini Modi
Nature of Relationship Wife of Shri. Abhishek Modi
Duration of the contracts/ arrangements/ transactions 01-04-2019 to 31-03-2020
Salient terms of the contracts or arrangements or transactions As per section 118(1)(f) of the Companies Act 2013 holds place of profit in
including the value if any SBEC Bioenergy Limited a subsidiary of the Company
Date of approval by the Board 29-05-2018
Amount paid as advances if any: NIL
Date of Shareholders Resolution Passed if any. 24-09-2018
For & behalf of the Board
SBEC Sugar Limited
Sd/- Sd/-
Umesh Kumar Modi Abhishek Modi
(Chairman & President) (Whole Time Director)
(DIN: 00002757) (DIN: 00002798)

Place: New Delhi

Date: 31st August 2020

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i CIN L15421UP1991PLC019160
ii Registration Date 03/05/1991
iii Name of the Company SBEC SUGAR LIMITED
iv Category/Sub-category of the Company Public Company Limited by Shares
v Address of the Registered Office & contect details Village: Loyan Malakpur Teh: Baraut Baghpat Uttar Pradesh-250611 email: inves- tors@sbecsugar.com / web: www.sbecsugar.com
Ph.: 01234-259206 259273
vi Whether listed company Yes
vii Name Address & contact details of the Registrar & Transfer Agent if any. M/s. Beetal Financial & Computer Services Pvt. Ltd Beetal House 3rd Floor Behind
Local Shopping Complex 99 Madangir New Delhi-11006

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 Sugar 10721- Manufacturing or refining of sugar (surcose) from sugarcane. 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES (As on 31stMarch 2020)

Sr. No. Name and Address of The Com- pany CIN/GLN Holding / Subsidiary / Associate % of shares Held Applicable Section
1. SBEC Bioenergy Limited U40105UP1996PLC037250 Subsidiary 55% 2(87)(ii)
2. SBEC Stockholding and Investment Limited U67120DL2001PLC112424 Wholly Owned Subsidiary 100% 2(87)(ii)

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as percentage to Total Equity)i. Category-wise Share Holding

Category of Share- holders

No. of Shares held at the beginning of year

No. of Shares held at the end of the year

% Change during the period

Demat

Physical Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. PROMOTERS
(1) Indian
a) Individual / HUF

83787

- 83787

0.18

83787

-

83787

0.18

-

b) Central Govt. & State

-

- -

-

-

-

-

-

-

Govt. (s)
c) Bodies Corp.

29400452

- 29400452

61.70

29400452

-

29400452

61.70

0.00

d) Banks/FI

-

- -

-

-

-

-

-

-

e) Any other

-

- -

-

-

-

-

-

-

SUB TOTAL (A) (1):-

29484239

- 29484239

61.88

29484239

-

29484239

61.88

0.00

(2) Foreign
a) NRIs- Individuals

1571213

10 1571223

3.29

1571213

10

1571223

3.29

0.00

b) Other- Individuals

-

- -

-

-

-

-

-

-

c) Bodies Corp.

-

- -

-

-

-

-

-

-

d) Banks/FI

-

- -

-

-

-

-

-

-

e) Any other…

-

- -

-

-

-

-

-

-

SUB TOTAL (A) (2):-

1571213

10 1571223

3.29

1571213

10

1571223

3.29

0.00

TOTAL SHAREHOLD-

31055452

10 31055462

65.17

31055452

10

31055462

65.17

0.00

ING OF PROMOTER
(A)= (A)(1)+(A)(2)
B. PUBLIC SHARE-
HOLDING
(1) Institutions
a) Mutual Funds

-

- -

-

-

-

-

-

-

b) Banks/FI

-

- -

-

-

-

-

-

-

C) Central Govt.

-

- -

-

-

-

-

-

-

d) State Govt(s)

-

- -

-

-

-

-

-

-

e) Venture Capital Funds

-

- -

-

-

-

-

-

-

f) Insurance Companies

-

- -

-

-

-

-

-

-

g) Foreign Portfolio In-

-

959700 959700

2.01

-

959700

959700

2.01

-

vestors
h) Foreign Venture

-

- -

-

-

-

-

-

-

Capital Funds
i) Others (specify)

-

- -

-

-

-

-

-

-

SUB TOTAL (B)(1):-

-

959700 959700

2.01

-

959700

959700

2.01

-

(2) Non- Institutions
a) Bodies Corp.
i) Indian 7798539

814850

8613389 18.07

7800707

814850

8615557

18.08

0.01
ii) Overseas -

-

- -

-

-

-

-

-
b) Individuals
i) Individual sharehold- ers holding nominal share capital upto Rs.2 lakhs 560780

4423830

4984610 10.46

571607

4409830

4981437

10.45

0.01
ii) Individual sharehold- ers holding nominal share capital in ex- cess of Rs. 2 lakhs 93064

1911700

2004764 4.21

93064

1911700

2004764

4.21

0
c) Others (specify)
(i) NRI 1072

-

1072 0

1072

-

1072

0

0
(ii) HUF 31783

3100

34883 0.07

31792

3100

34892

0.07

0
(iii) Clearing Members -

-

- -

996

-

996

-

0
SUB TOTAL (B)(2):- 8485238

7153480

15638718 32.82

8499238

7139480

15638718

32.82

0.00
TOTAL PUBLIC
SHAREHOLDING
(B)= (B)(1)+(B)(2) 8485238

8113180

16598418 34.83

8499238

8099180

16598418

34.83

0.00
C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS 0

0

0 0

0

0

0

0

0
GRAND TOTAL (A+B+C) 39540690

8113190

47653880 100.00

39554690

8099190

47653880

100.00

0.00

ii. Shareholding of Promoters

Sl. No. Shareholder's Name

Shareholding at the beginning of year

Shareholding at the end of the year

No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of Total Shares of the com- pany % of Shares Pledged / encumbered to total shares % change In share holding during the period
1 Umesh Kumar Modi 1571223 3.30 0.00 1571223 3.30 0.00 0.00
2 KumKum Modi 28300 0.06 0.00 28300 0.06 0.00 0.00
3 Jayesh Modi 55487 0.12 0.00 55487 0.12 0.00 0.00
4 Longwell Investment Pvt Ltd 2721500 5.71 0.00 2721500 5.71 0.00 0.00
5 A to Z Holdings Pvt Ltd 3382500 7.1 0.00 3382500 7.1 0.00 0.00
6 Moderate Leasing and Capi- tal Services Ltd 9065568 19.02 0.00 9065568 19.02 0.00 0.00
7 SBEC Systems (India) Ltd 14230884 29.86 0.00 14230884 29.86 0.00 0.00
Total 31055462 65.17 0.00 31055462 65.17 0.00 0.00

iii. Change in Promoters' Shareholding (please specify if there is no change)

Sl. No. Particulars

Shareholding at the beginning of year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the company No. of Shares % of Total Shares of the company
1 Shareholding at the beginning
2 Date wise Increase/ Decrease in Promoters Share- holding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/ sweat equity etc.): NO CHANGE
3 Shareholdings at the end

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the end of the year

Cumulative Shareholding during the year

S. No. For Each of the Top 10 Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Abhikum Leasing and Investments Pvt Ltd 5624844 11.81 - -
2. T C Healthcare Pvt Ltd 2047782 4.3 - -
3. Occident Orient Company Limited 959700 2.01 - -
4. Karvy Consultants Ltd 760500 1.60 - -
5. Paras Mal Jain 711400 1.49 - -
6. Jitendra Kumar 212700 0.45 - -
7. Pramod Kumar 151100 0.32 - -
8. Sarvamangal Mercantile Co. Ltd. 100000 0.21 - -
9. Atul R Desai 80000 0.17 - -
10. Vijay Mahajan 68500 0.14 - -

v. Shareholding of Directors and Key Managerial Personnel:

Shareholding at the begning of the year

Cumulative Shareholding during the year

Sl. No For Each of the Directors & KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Umesh K. Modi Director & Chairman
At the beginning of the year 1571223 3.3 - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year 1571223 3.3 - -
2 KumKum Modi Director
At the beginning of the year 28300 0.06 - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year 28300 0.06 - -
3 Abhishek Modi Whole Time Director
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
4 Jayesh Modi Director
At the beginning of the year 55487 0.12 - -
Date wise increase/ decrease in the shareholding during the year
At the end of the year 55487 0.12 - -
5 R.K Sharma Manager*
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
6 Vijay Kumar Modi Director
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
7 Narayan Prakash Bansal Director
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
8 Rajeev Kumar Agarwal Director
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
9 Jagdish Chandra Chawla Director
At the beginning of the year 250 0 - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year 250 0 - -
10 Shyam Babu Vyas Director
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
11 Rohit Garg Director
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
Other KMP's
12 Anil Kumar Goel Chief Financial officer
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -
13 Shobit Nehra Company Secretary*
At the beginning of the year NIL NIL - -
Date wise increase/ decrease in the shareholding during the year - - - -
At the end of the year NIL NIL - -

*Mr R.K. Sharma Manager & Mr. Shobit Nehra Company Secretary resigned w.e.f.25.08.2019 31.12.2019 respectively V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment
Indebtedness at the beginning of the financial yea r Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
i) Principal Amount 2010000000 366805621 3369244 2380174865
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2010000000 366805621 3369244 2380174865
Change in Indebtedness during the year
Additions 594245825 171413595 3921487 769580907
Reduction 416964041 261044785 310000 678318826
Net Change 177281784 (89631190) 3611487 91262081
Indebtedness at the end of the financial year
i) Principal Amount 2187281784 277174431 6980731 2471436946
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2187281784 277174431 6980731 2471436946

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors : NIL

B. Remuneration to other directors (i.e. Independent and Non-Executive Directors):

Company provides Rs. 1000 per meeting as Sitting fees according to their presence inthe Meeting.

No fees or commission was paid to Non-executive Directors during the year.

C. Remuneration To Key Managerial Personnel

Sl. No Particulars of Remuneration

Key Managerial Personnel

1 Gross Salary R. K. Sharma Manager A. K. Goel CFO Shobit Nehra Company Secre- tary Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 637490 3291756 674718 4596119
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 - - - -
(c) Profits in lieu of Salary under Section 17(3) Income Tax Act 1961. - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission As % of Profit - - - -
5 Others Please Specify - - - -
TOTAL 637490 3291756 674718 4596119

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
None
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
None
Punishment
Compounding
For & behalf of the Board
SBEC Sugar Limited
Sd/- Sd/-
Umesh Kumar Modi Abhishek Modi
(Chairman & President) (Whole Time Director)
(DIN: 00002757) (DIN: 00002798)

Place: New Delhi

Date: 31st August 2020

.