Your Directors have pleasure in presenting their 87th Annual Report along with theAudited Accounts of the Company for the financial year ended 31st March 2017 .
|FINANCIAL RESULTS ||(Rs. in Lacs) ||(Rs. in Lacs) |
| ||2016-17 ||2015-16 |
|Sales&Other ncome ||76.76 ||0.78 |
|Profit/(Loss) before Interest Depreciation and Tax ||(23.69) ||(96.01) |
|Less Interest ||5.58 ||17.12 |
|Profit/(Loss) before tax ||(29.27) ||(113.13) |
|Less: Provisions orTax ||- ||- |
|Profit/( Loss) after tax ||(29.27) ||(113.13) |
|Add/Less: Balance brought forward from previous year ||361.65 ||478.78 |
|Profit available for appropriation ||332.39 ||361.65 |
|Balance carried o Balance heet ||332.39 ||361.65 |
Total Income during the year under review stood at Rs. 76.76 lacs as against Rs. 0.78lacs in the previous financial year 2015-16. Profit/!Loss) after Tax amounting to Rs.(29.27) lacs as against (113.13) lacs in the previous financial year.
During the year under review Company's Sugar Mill at Motihari Bihar remainedinoperative due to technical problems. The management of your Company has been taking itsbest efforts for correcting technical problems to ensure resumption of the productionactivities.
After resumption of production activities at the Company's Sugar Mill at MotihariBihar your management looks forward for expansion in the existing capacity together withits up-gradation to ensure increased level of production with thrust on increase inproductivity and also production of quality sugar. Looking into the infrastructurefacilities available at the Motihari Mill your directors are confident that by spending anominal capital expenditure the benefits of expanded level of production may be availed.
Initially the implementation of the expansion programme increasing the capacity of thesaid Sugar Mill to 4000 TCD together with setting-up of 25 MW captive power plant isproposed to be undertaken upon availability of the desired funds.
Therefore continuous efforts are being put to raise funds for the said requirements.
Your directors are confident that these steps will improve performance of the Companysignificantly in the coming years.
PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:
During the year there is no sale of construction rights.
The Company has not undertaken any major construction project. Presently it has verysmall construction activities which mainly include purchase and sell of constructionrights. However it has plans to expand its construction activities by undertaking largehousing projects comprising economy as well as luxurious residential houses.
Considering funds required for increasing business of the Company and also consideringthe requirement for strengthening its financial positions your Directors do not recommendany dividend for the year.
The company has not transferred any amount in General Reserve Account.
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors confirm that:
i. In the preparation of the Annual Accounts for the year ended 31st March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financials year and theloss of the company for the year under review;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for preventing and detecting fraudandotherirregularities;and
iv. The Directors have prepared the annual accounts on a going concern basis.
DIRECTORS AND KMP
Mr. R. K. More (DIN: 00119618) retire by rotation at the conclusion of ensuingAnnual General Meeting and being eligible offer themselves for re-appointment.
Mr. Bimal Kumar Nopany (DIN: 00694221) Re-appointment as Managing Director ofthe company for the Period of five years w.e.f 01.07.2017.
Mrs. MadhuTiwari (PAN-ADAPTI757G)duetosome personal reason resigned from thepost of Chief Financial Officer of theCompany w.e.f 14.02.2017.
M/s. Agarwal Gupta Nokari & Rustagi Associates Chartered Accountants wereappointed as Statutory Auditors to hold office from the conclusion of the 84th AnnualGeneral Meeting (AGM) to the conclusion of the 89th consecutive AGM (subject toratification of the appointment by the members at every AGM held after the 84h AGM). Aproposal for ratification of the appointment of the Statutory Auditors for the FinancialYear 2017-18 is placed before the Members at the ensuing AGM. The said Auditors have giventheir eligibility certificate in terms of Section 139 of the Companies Act 2013.
Observations of the Auditors M/s. Agarwal Gupta Nokari & Rustagi AssociatesChartered Accountants on financial statement of the Company have been dealt with in theAccounts annexed as note which are self explanatory and do not call for any furthercomments.
Your Company appointed CS Meena Chowdhary Practising Company Secretary (MembershipNo. - ACS 41084 and Certificate of Practice No. 16829) as the Secretarial Auditor of yourCompany for F.Y.- 2016-17 to conduct the Secretarial Audit pursuant to Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Secretarial Audit Report for the financial year ended March 312017 is annexed asAnnexure and forms part of the Report. DE-MATERIALISATION OF SHARES:
The Company's equity shares are available for de-materialization on both thedepositories viz. NSDL& CDSL. Shareholders may be aware that SEBI has made tradingin your Company's shares mandatory in de-materialized form. As on 31st March 201716278809 equity shares representing 87.99% of your Company's Equity Share Capital havebeen de-materialised
LISTING ATSTOCK EXCHANGE:
Presently the Shares of the Company are listed on The Calcutta Stock Exchange LtdKolkata and The Bombay Stock Exchange Ltd. Mumbai. However trading of shares of theCompany is suspended and efforts are being made for resumption of the same
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 27 (2) -of the SEBI Listing Regulations 2015 (LODR) with theStock Exchanges report on Corporate Governance along with the Auditors' statement on itscompliance and Management discussion and Analysis have been included in this Annual Reportas a separate annexure.
The company shall obtain a Certificate from the auditors regarding compliance with SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and annex theCertificate on Corporate Governance with the Board's Report.
Declaration by Managing Director that the Board Members and Senior Management Personshave complied with the Code of Conduct.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The following number of meetings of the Board of Directors held during the financialyear 2016-17 on 30.05.16 27.07.16 13.08.201614.11.2016 & 14.02.2017.
STATEMENTON DECLARATION BYTHE INDEPENDENTDIRECTORS:
All independent Director(s) have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) ofthe Companies Act 2013.
SUBSIDIARIES JOINT VENTURE COMPANIES
There are no companies which have become or ceased to be its Subsidiaries JointVentures or companies during the year. EXTRACTOF ANNUAL RETURN:
An extract of Annual return as on the financial year ended on March 31 2017 in FormMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 is set out as an Annexure tothe Directors' Report and form part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Pursuant to the provisions of section 177(9) of the Companies Act 2013 the companyhad established a vigil mechanism for directors and employees to report concerns ofunethical behavior actual or suspected fraud or violation ofthe company's code ofconduct.
The Board has on the recommendation of the nomination & remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration.
Pursuant to the provisions ofthe Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its audit nomination & remuneration Committees.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an internal Control system commensurate with the size and scale of itsoperations.
The company has 3(Three) board committees constituted as per the requirement of the Actduring the financial year viz. Audit Committee Nomination and Remuneration Committee andShareholders Grievance Committee.
BUSINESS RISK MANAGEMENT
The main identified risks at the company are commercial risks financial risksoperational risks and legal & regulatory risks. Your company has established acomprehensive risk management system to ensure that risk to the company's continuedexistence as a going concern and to its development are identified and addressed on timelybasis. Risk management strategy as approved by the board of directors is implemented bythe company management.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
All contracts or arrangements with related parties entered into or modified during thefinancial year in the ordinary course of business. All such contracts or arrangementshave been approved by the Audit Committee. No material contracts or arrangements withrelated parties were entered into during the year under review. Accordingly notransactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act readwith Rule 8 ofthe Companies
Your Directors drew attention of the members to Note 4 to the financial statement whichsets out related party disclosures.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note lltothe Financial Statement.
PARTICULARS OF EMPLOYEES
As required under provisions of the Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployees falling under above category thus no information is required to be given in thereport.
DETAILS RELATING TO REMUNERATION OF DIRECTORS AND EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable as during the F.Y.16-17 the company has not paid any amount to any of its directors.
DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case file pursuant to the Sexual Harassment of Womenat workplace (Prevention Prohibition And Redressal) Act 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 312017.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING
As the manufacturing operation of the Company has been discontinued long ago and sincethe company doesn't have any manufacturing facilities and is not engaged in themanufacturing activity the prescribed information regarding compliance of rules relatingto conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is notprovided.
The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.
DISCLOUSER ON SPECIFIED BANK NOTES
During the year the Company had specified Ban Notes (SBNs) or other denomination notesas defined in the MCA notification G.S.R. 308(E) dates March 31 2017. The details ofSBNs held and transacted during the period from November 8 2016 to December 30 2016 thedenomination-wise SBNs and other notes as per the notification are as follows:
|Particulars ||SBNs ||Other denomination notes ||Total |
|Closing cash in hand as on 08.11.2016 ||635000 ||3274.00 ||638274 |
|(+) Permitted receipts ||- ||434000 ||434000 |
|(-) Permitted payments ||- ||123715 ||123715 |
|(-) Amount deposited in Banks ||635000 ||- ||635000 |
|Closing cash in hand as on 30.12.2016 ||- ||313559 ||313559 |
For the purposes of this clause the term 'Specified Bank Notes' shall have the samemeaning provided in the notification of the Government of India in the Ministry ofFinance Department of Economic Affairs number S.O. 3407(E) dated the 8th November2016."
During the year under review the relations between the Management and the workmen werecordial except witness of recent agitation. The management of the Company in confident tosolve the problem soon.
Your Company always endeavors to keep the time of response to Shareholders'requests/grievance at the minimum. Priority is accorded to address all the issues raisedby the Shareholders and provide them a satisfactory reply at the earliest possible time.The Shareholders' Grievance Committee of the Board meets periodically and reviews thestatus of the redressal of
arrangement exists with both the depositories viz. National Securities DepositoryLimited and Central Depository Services (India) Limited.
Your Directors wish to place on record the sincere and dedicated efforts of all themembers of the Company's team which has throughout the year remained active. YourDirectors also take this opportunity to offer their sincere thanks to FinancialInstitutions Banks other Government Agencies our valued customers and the investors fortheir continued support and assistance. The employees of your Company continued to displaytheir unstinted devotion co-operation. Your Directors take this opportunity to recordtheir appreciation for the same. Your Directors also express their profound thanks to theShareholders for their faith and continued support to the endeavors of the Company.
For & on behalf of the Board
For SHREE HANUMAN SUGAR & INDUSTRIES LIMITED (B. K. NOPANY)
Place : Kolkata Date : 30th May 2017