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Shree Hanuman Sugar & Industries Ltd.

BSE: 537709 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE101H01013
BSE 00:00 | 04 Mar Shree Hanuman Sugar & Industries Ltd
NSE 05:30 | 01 Jan Shree Hanuman Sugar & Industries Ltd
OPEN 1.67
PREVIOUS CLOSE 1.62
VOLUME 194590
52-Week high 1.67
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.65
Sell Qty 1987.00
OPEN 1.67
CLOSE 1.62
VOLUME 194590
52-Week high 1.67
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.65
Sell Qty 1987.00

Shree Hanuman Sugar & Industries Ltd. (SHREEHANUMANSG) - Director Report

Company director report

TO THE MEMBERS

Dear Shareholders

Your Directors have pleasure in presenting their 90thAnnual Report along with theAudited Accounts of the Company for the financial year ended 31st March 2020

FINANCIAL RESULTS

(Rs. in Lacs)

2019-20 2018-19
Sales & Other Income 37.57 129.33
Profit/(Loss) before Interest Depreciation and Tax (55.12) (79.47)
Less Interest -- --
Profit/(Loss) before tax (55.12) (79.47)
Less: Provisions for Tax -- --
Profit/(Loss) after tax (55.12) (79.47)
Add/Less: Balance brought forward from previous year 219.38 298.85
Profit available for appropriation 164.26 219.38
Balance carried to Balance Sheet 164.26 219.38

OVERVIEW:

Total Income during the year under review stood at Rs. 37.57 lacs as against Rs.129.33lacs in the previous financial year 2018-19. Loss after Tax was registered at Rs.55.12 lacs as against Rs. 79.47lacs in the previous financial year.

During the year under review Company's Sugar Mill at Motihari Bihar continued toremain inoperative due to technical problems. The management of your Company has beentaking its best efforts for correcting technical problems to ensure resumption of theproduction activities.

The Company has not undertaken any major construction project. Presently it has verysmall construction activities which mainly included 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.

DIVIDEND:

Your Directors do not recommend any dividend for the year in view of net loss.

TRANSFER TO RESERVE

The company has not transferred any amount in General Reserve Account.

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicand that as at the end of the year there were no outstanding deposits under Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financialstatements. The policies and procedures adopted by the Company ensure prevention anddetection of frauds and errors -accuracy and completeness of the records and timelypreparation of reliable financial statements. No Reportable material weakness in thedesign or operation was observed during the year.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

During the financial year under review -

a) Mr. Bimal Kumar Nopany (DIN- 00694221) Managing Director of the Company resigned asDirector of the company w.e.f 22ndApril 2019.

b) Mr. Bimal Kumar Nopany (PAN- ABRPN7296B) was appointed as Chief Executive Officerof the company w.e.f lst June 2019.

c) Ms. Pratima Srivastava (DIN- 01192980) resigned from directorship of the Companyeffective from 29th March 2020.

Additional information pursuant to the Listing Regulations in respect of Directorsseeking appointment/re-appointment is given in the AGM Notice of the Company.

DECLARATION BY INDPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and the Listing Regulations.

PERFORMANCE EVALVATION

The Company has framed the criteria for performance evaluation of IndependentDirectors the Board the Board Committees and other individual Directors.

Criteria for performance evaluation of the Chairman & Managing Director ExecutiveDirector and NonIndependent Director have also been framed.

The criteria for performance evaluation of Directors among others includes factors suchas preparation participation engagement personality and conduct value additionstrategic planning and vision team spirit and consensus building leadership qualityunderstanding and focus on key business issues independent thinking and judgment qualityof analysis experience and business wisdom management qualities awareness motivationintegrity ethics and receptivity. The criteria for evaluating the Board'sfunctioning/effectiveness inter alia includes its structure strategic review businessperformance review internal controls process and procedures.

On the basis of the criteria framed a process was followed by the Board for evaluatingthe performance of individual Directors its own performance and its Committees. TheNomination and Remuneration Committee also evaluated the performance of every individualDirector. The Independent Directors in their separate Meeting also carried out theperformance evaluation of the Chairman & Managing Director Executive Director andother non-independent Director as well as the Board of the Company. The Directorsexpressed overall satisfaction on the performance and functioning of the Board itsCommittees and the Directors.

FAMILIARISATION PROGRAMMES

The details of programmes to familiarise the Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry inwhich theCompany operates business model/procedures/processes of the Company etc. through variousprogrammes are put on the website of the Company and can be accessed at thelink:http://www.hanumansugar.com/.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2019-20 the Company held seven Meetings of the Board ofDirectors. The details of the Meetings and attendance of each of the Directors thereat areprovided in the Report on Corporate Governance forming part of the Annual Report. Themaximum gap between any two consecutive Board Meetings did not exceed 120 days.

AUDIT COMMITTEE:

During the financial year under review the Audit Committee of the Company comprised ofMr. L. K. Tibrawallaas Chairman and Ms. Shabnam Agarwal and Mr. Pratima Srivastava as itsmembers. The terms of reference of the Committee have beenprovided in the CorporateGovernance Report.

SHAREHOLDERS GRIEVANCE COMMITTEE:

During the financial year under review the Shareholders' Grievance Committee comprisedof Mr. L. K. Tibrawalla and Ms. Pratima Srivastava as members and Ms. Shabnam Agarwal asChairperson. The terms of reference of the Committee have been provided in the CorporateGovernance Report.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review the Nomination and Remuneration Committeecomprised of three members viz Mr. L. K. Tibrawalla as Chairmen and Ms. Shabnam Agarwaland Ms. Pratima Srivastava as members. The terms ofreference of the Committee have beenprovided in the Corporate Governance Report.

The Board of Directors of the Company based on the recommendation of the Nominationand Remuneration Committee has formulated the Nomination and Remuneration Policy whichcontains the matters with regard to criteria for appointment of Directors and determiningDirectors' independence and policy on remuneration for Directors Senior ManagerialPersonnel and other employees and the same may be accessed at the Company's website atthe link: http://www.hanumansugar.com.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is a part of the Annual Report.

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 2 &3 to the Financial Statement.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

All contracts or arrangements with related parties entered into or modified during thefinancial year were 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 of the Companies Act 2013

Your Directors draw attention of the members no Note 11 to the financial statementwhich sets out related party disclosures.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control system commensurate with the size and scale of itsoperations.

VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism of reporting illegal or unethical behaviour. In compliance with theprovisions of Section 177(9) of the Companies Act 2013 and the Listing Regulations 2015the Company has in place a Whistle Blower Policy for its Directors and Employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of applicablelaws and regulations and the Company's Codes of Conduct. The concerns may be reported tothe Audit Committee through the Nodal Officer and in exceptional cases may also bereported to the Chairman of the Audit Committee. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice.

The Whistle Blower Policy may be accessed on the Company's website at the link:http://www.hanumansugar.com.

CORPORATE GOVERNANCE:

The Company adheres to good governance practices. Corporate Governance at the Companyextends to all stakeholders and is embodied in every business decision. The Company placesprime importance on reliable financial information integrity transparency empowermentand compliance with the law in letter and spirit. While Management Discussion and AnalysisReport that is an annexure to the Directors' Report the Corporate Governance Report andthe Certificate from the Auditors of the Company confirming compliance of the conditionsof Corporate Governance are annexed here to and form a part of the Directors' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conductfor the Directors and Senior Management Personnel and the Employees respectively arefollowed in true spirit across all levels of the Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual return as on the financial year ended on March 312020 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.

AUDITORS AND AUDITOR'S REPORT:

M/S. SARAF MANOJ & CO CHARTERED ACCOUNTANTS were appointed as Auditors of theCompany at the 89thAnnual General Meeting held on 25/09/2019 for a period of five (5)years until the conclusion of Annual General Meeting to be held in the year of 2024.

Observation of the Auditors M/s Saraf Manoj & Co. Chartered Accountants are selfexplanatory and do not call for any further comments.

FRAUD REPORTING:

During the year under review the Auditors have not reported any matter under Section143 (12) of the Companies Act 2013 therefore no detail is required to be disclosed underSection 134 (3) (ca) of the Act.

SECRETARIAL AUDITORS & REPORT:

Your Company appointed Ms. Meena Chowdhary Practising Company Secretary (MembershipNo. - ACS 41084 and Certificate of Practice No. 16829) as the Secretarial Auditor of yourCompany for F.Y.- 2019-20 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 312020is annexed as Annexure and forms part of the Report.

Observations of the Secretarial Auditor are self explanatory and do not call for anyfurther comments.

Pursuant to Regulation 24(A) of SEBI Listing Regulations the Company has obtainedannual secretarial compliance report from Ms. Meena Chowdhary (Membership No. aCs 41084and CP No. 16829) Company Secretary in Practice Kolkata and the same was submitted tothe stock exchanges within the prescribed time limits.

BUSINESS RISK MANAGEMENT:

The Company's management systems organizational structures processes codes ofconduct together form the basis of risk management system that governs and managesassociated risks. The Board does not foresee any risk which may threaten the existence ofthe Company.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

As the manufacturing operation of the Company are discontinued and during the yearunder review and also in the previous financial year there was manufacturing activity theprescribed information regarding compliance of rules relating to conservation of Energyand Technology absorption pursuant to Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is not provided.

The Company does not have any Foreign Exchange Earnings and outgo in the year underreview. REMUNERATION POLICY

The Board has on the recommendation of the nomination & remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration.

EMPLOYEES INFORMATION AND RELATED DISCLOSURES

As required under Section 197(12) of the Companies Act 2013 read with the Rules 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 disclosures of remuneration and other details/particulars of the Directorsand employees of the Company are provided in the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March 2020 and of theprofit/(loss) of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laiddown and that the financial controls are adequate and are operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

During the year under review no case was filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

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 index-materialized form. As on 31st March 202016363027equity shares representing 88.45% of your Company's Equity Share Capital have beendematerialised

LISTING AT STOCK EXCHANGE:

Presently the Shares of the Company are listed on The Calcutta Stock Exchange LtdKolkata and The BSE Ltd. Mumbai.

However trading of shares of the Company at the BSE Ltd is suspended and efforts arebeing made for resumption of the same for which the revocation fee together with listingfee up to financial year 2019-20 has already been paid and revocation is awaited.

SUBSIDIARIES JOINT VENTURE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries JointVentures or companies during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of theemployees for their untiring personal efforts as well as their collective contributions atall levels. The Directors would like to thank other stakeholders including lenders andbusiness associates who have continued to provide support and encouragement.

Place: Kolkata For & on behalf of the Board
Date:17.08.2020 SHREE HANUMAN SUGAR & INDUSTRIES LIMITED
Sd/-
L.K. Tibrawalla
Director
DIN : 00423521
Sd/-
Shabnam Agarwal
Director
DIN : 02428022