Your Directors hereby present the 86th Annual Report and the Financial Statements ofthe Company for the financial year ended March 31 2020.
During the year under review the sugar segment of your Company passed through adifficult period However the Distillery unit has worked satisfactorily. The summarizedfinancial results of the Company are presented below: (Rs. in Lakhs)
|Particulars ||For the year ended March 31 2020 ||For the year ended March 31 2019 |
|a) Total Revenue ||49824.78 ||37360.47 |
|b) Profit (Loss) before providing for Exceptional ||982.94 ||(3005.43) |
|Item and Depreciation || || |
|c) Less: Exceptional Item || || |
|d) Less: Provision for Depreciation ||(697.22) ||(496.16) |
|e) Profit (Loss) before Tax ||285.72 ||(3501.60) |
|f) Less : Provision for Tax || || |
|g) Profit (Loss) from Continuing Operation ||285.72 ||(3501.60) |
|h) Profit (Loss) from discontinuing Operation || || |
|i) Profit (Loss) for the year ||285.72 ||(3501.60) |
|j) Other Comprehensive Income ||99.19 ||12.78 |
|k) Total Comprehensive Income for the period ||384.91 ||(3488.82) |
|l) Basic earnings per share of Rs 10/- each (Rs) ||5.442 ||(66.697) |
|m) Diluted earnings per share of Rs.10/- each (Rs) ||5.442 ||(66.697) |
TRANSFER TO RESERVES
No amount is proposed to be transferred to the General Reserve out of the amountavailable for appropriation.
In view of the Current year and carry forward losses the Company does not have anydivisible profits available for payment of dividend to equity shareholders. The Directorshave therefore not recommended payment of any dividend for the year ended March 31 2020.
Due to decrease in Sugar prices the Sugar Mills in Uttar Pradesh suffered heavyLosses. However Distillery Unit of the Companywas running at its full capacity and earnedprofit during the year. The Company is regularly paying its debts as a result of whichCompany
Interest Cost is decreasing which is viewed favorably by the Bankers. The Bankshowever continue to be cautious in increasing their exposure to the sugar industrykeeping in view the risk of government intervention in the form of raw material pricing.
INDIAN ACCOUNTING STANDARDS
Pursuant to notifi cation dated February 162015 issued by the Ministry of Corporateaffairs the Company has adopted the Indian Accounting Standards ("Ind As")notified under the Companies (Indian Accounting Standards) Rules 2015 as applicable to itwith effect from April 012017 with the transition date April 01 2016. Accordingly theFinancial Statements have been prepared in compliance with Ind AS and the comparativeinformation of the previous years has been provided as per the prescribed requirements.
CHANGE IN RATING
Brickworks has assigned credit rating B+ to the Company for the Financial Year 2020-21.
This reflects improvement in the business risk profile which is expected to remainsteady with moderate growth over the medium term. The rating however remains constrainedon account of working capital intensive operation with significant accumulated losses anda high degree of regulatory risk in sugar industry.
Material changes and commitments affecting the financial position between end of thefinancial year and date of the report There have been no material changes or commitmentsmade which affect the financial position of the Company between end of the financial yearand date of the report.
SUGAR UNIT (UPPER DOAB SUGAR MILLS) :
A) INDUSTRY PROFILE:
Sugar mills across the country have produced 264.65 lakh tons of sugar during October2019 to May 2020 which is comparatively less than 326.19 lacs tons produced duringcorresponding period last year. In UP sugar mills have produced 122.28 lakh tons of sugarin May 2020 which is comparatively higher than the production of 116.80 lakh tonsproduced last year in the corresponding period.
Current Crushing season has been prolonged in the State as most of the Gur / Khandsariunits closed their operations prematurely due to COVID-19 lockdown due to whichsignificant portion of cane that would have gone to them has been diverted to the sugarmills for crushing in the sugar season. Almost 80% of the Gur/ Khandsari units in theState are primarily located in Western and Central U.P. thereby increasing supply ofsugarcane for crushing in the sugar mills in these regions of the State.
The government has allowed export of 6 million tons of sugar under maximum admissibleexport quota (MAEQ) during the 2019-20 marketing year (October- September) to liquidatesurplus sugar in the global markets. India has so far signed orders for shipment of 4.2million tones for the 2019-20 upto may2020 out of which 36 lac tons of sugar havemoved/dispatched from the mills for export. Contracts for balance export of sugar arebeing signed for various destinations with major quantities being signed for exports toIndonesia and Iran. Shipments are also happening and are expected to normalize in thecoming days. Centre has urged the mills for diversion of excess sugarcane and sugar forproduction of fuel Ethanol as a long term solution for addressing the problem of excesssugar stock.
B) COMPANY OPERATIONS :
The operating performance of the sugar unit for crushing season 2019-20 as compared tothe previous crushing season 2018-19 is as under:
|i) Particulars ||2019-20 ||2018-19 |
|ii) Gross working days ||222 ||204 |
|iii) Cane crushed (lakh/qtls.) ||120.14 ||108.23 |
|iv) Average cane crush (qtls./day) ||54118 ||53056 |
|v) Manufacturing losses (%) ||2.05 ||2.05 |
|vi) Steam Consumption (% cane) ||51.03 ||51.94 |
|vii) Average sugar recovery (% cane) ||10.96 ||10.95 |
|viii) Downtime (%) ||7.8 ||9.77 |
|ix) Sugar production (lakh/qtls) ||13.16 ||11.846 |
The Company cane crush was increased by about 11.91 lakh qtls and higher recovery by0.01% over the previous year. However the longer duration of the crushing season downtimescomes down by 1.97 as compared to last year.The recovery % cane was higher mainly due tohigher pol in cane which resulted from improved varietal mix and implementation of othercane development activities.
C) CANE DEVELOPMENT
a) Due to vigorous efforts made by the management in the area of sugarcane developmentthe area under cultivation of high sugar varieties of cane increased from 96% in season2018-19 to 99% in season 2019-20. In addition the management focused on execution of bothextensive and intensive cane development activities comprising of appropriate usage ofinsecticides pesticides and optimum use of fertilizers. Consequently the Pol % caneincreased by 0.01 i.e from 13.00% in crushing season 2018-19 to 13.01% in crushing season2019-20.
b) The management is further making efforts to maintain the area under high sugarvariety cane upto 99% in the next season 2020-21. The management is also making efforts toincrease the supply of cane at factory gate from 71.56% in crushing season 2019-20 toabout 80% in crushing season 2020-21.
c) Extraneous materials such as trashes green tops diseased cane mud with canesupplies have been achieved 1.98% against target 2.60% as a result of the close monitoringdone by the management.
d) Management plans to continue these efforts in the next crushing season 2020-21 andconsequently the Pol % cane is expected to further increase to about 13.40% from 13.01% incrushing season 2019-20.
e) The Company has undertaken vigorous cane development activities by encouraging highyield variety cane (Co 0238) and discouraging the uneconomic varieties of cane. The earlyvariety of cane has improved from 20725 ha. from 96% to 21353 ha. 97.27% in this season.This has resulted in the improvement in the Sugar pol % from 13.00 to 13.01. The overallrecovery in the Sugar has improved from 10.95% to 10.96%. It is expected that we willachieve recovery to 11.40% next season.
DISTILLERY UNIT(SHAMLI DISTILLERY AND CHEMICAL WORKS) :
a) INDUSTRY PROFILE :
Government policy continues to focus on increasing the percentage of mixing ethanolwith petrol. Consequently the demand for ethanol continues to increase which has apositive effect on the financial performance of the distilleries like yours which arefocused on production of industrial alcohol
B) COMPANY OPERATIONS :
i) DISTILLERY EXPANSION PROJECT:
The Company undertook an expansion project of distillery whereby the productioncapacity of the distillery was increased from 45 KL per day to 70 KL per day and is nowrunning on full capacity.To help the Sugar Industry from the present liquidity constraintsthe Government of India is promoting Ethanol Policy and has announced the scheme forexpansion of Distillery and installation of Incineration Boiler to get Zero liquiddischarge. Accordingly the distillery unit submitted application to avail the benefit ofthe above scheme. The UPPCB also issued instructions to install incineration Boiler withina period of one year with the warning that incase of non -compliance coercive action suchas closure of Distillery unit will be initiated against the Company.
OPERATING PERFORMANCE :
The operating performance for the financial year 2019-20 as compared to the previousfinancial year 2018-19 is as under:
|Particulars ||2019-20 ||2018-19 |
|i) Gross working days (days) ||222.00 ||195.68 |
|ii) Production Rs (lakh/ltrs) ||172.57 ||108.14 |
|iii) Production Ethanol (lakh/ltrs) ||144.83 ||93.33 |
|iv) Alcohol recovery/qtl. molasses(AL) ||21.54 ||21.13 |
|v) Fermentation efficiency (%) ||89.08 ||89.05 |
|vi) Distillation efficiency (%) ||98.56 ||98.54 |
Distillery production was high during 2019-20 since the plant was running at its fullcapacity.
Further analysis of operating performance for sugar and distillery segments are coveredunder "Management Discussion and Analysis Report" at Annexure 5 of this Report.
Distillery Division has started Production of Alcohol based Hand Sanitizer (with 80%Alcohol) from 01.04.2020 in variant of 200 ML 250 ML 5 Litres in Brand name of"Clean Well". The Company has produced 101007 Litre Sanitizer and sale 77427Litre during the period from 01.04.2020 to 31.07.2020.
In accordance with the provisions of Companies Act 2013 (the Act) and the Company'sArticle of Association Mr. Ajit Hoon Director and Mr. Vivek Viswanathan Joint ManagingDirector retire by rotation under section 152 of the Act and being eligible offerthemselves for re-appointment at the ensuing Annual General Meeting. Necessary resolutionsfor re-appointment of aforesaid Directors have been included in the notice convening theensuing annual general meeting.
The Board of Directors in its meeting held on 25.05.2019 appointed Mr. R.C. Sharma asthe Chairman of the Board for 1 year. He was further reappointed as Chairman for a periodof one year in the Board Meeting held on 27.06.2020.
The Board of Directors in its meeting held on 11.08.2020 appointed Mr. Tanmay Sharmaand Mr. Ravi Malhotra as Non Executive Independent additional Director up to the date ofensuing Annual General Meeting. The required information pursuant to Regulation 36 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI LODR Regulations") providing the experiencesqualifications name of the Company in which the above Directors hold Directorship andmembership of the Committee of the Board are detailed in the notice convening the annualgeneral meeting against the relevant items of the agenda which forms part of this annualreport.
None of the Directors of the Company is disqualified from being appointed as Directoras specified in terms of section 164(1) and (2) of the Companies Act 2013 .
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The guidelines forselection of Directors are set out below:
The Nomination and Remuneration Committee of the Board of Directors oversees theCompany's nomination process for Directors. The Committee identifies and reviewsindividual qualified candidates to serve as a Director on the Board. The Committee may acton its own for identifying the potential candidates. The Committee reviews anddiscusseseach candidate and conducts evaluation of candidates in accordance with theprocess that it deems fit and appropriate discusses with the Promoters and sends itsrecommendation for nomination to the Board of Directors based on the following guidelines:
1. For Independent Directors the Committee seeks candidates who are not a nominee orrelated to the Promoters of the Company. Such candidates shall possess integrityleadership skill managerial qualities foresight abilities and competency required todirect and oversee the Company's management in the best interest of stake holders i.e.shareholders consumers employees and the community it serves.
2. The candidate must be willing to regularly attend meetings of the Board and developa strong understanding of the Company its business and its need. He must contribute his/her time and knowledge for the Company and be prepared to exercise his/her duties withskill and care. Candidates should have understanding of governance concept and legalduties of a Director.
3. The candidate should preferably have sufficient experience on the Board of a listedCompany.
4. For appointment of executive Directors the Committee also seeks opinion ofPromoters.
KEY MANAGERIAL PERSONNEL
The Details of Key Managerial Personnel under section 203 of the Companies Act 2013and changes therein during the year are as under :
1. Mr. Rajat Lal Managing Director
2. Mr. Vivek Viswanathan Joint Managing Director
3. Mr. Rahul Lal Joint Managing Director
4. Mr. Gajendra Kumar Sharma Chief Financial Officer (Appointed w.e.f. 25.05.2019)
5. Mr. Ajay Kumar Jain Company Secretary
STATEMENT ON DECLARATIONS GIVEN BY THE INDEPENDENT DIRECTORS
All Independent Directors have given necessary declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.
INDEPENDENT DIRECTORS MEETING
A separate meeting of the Independent Directors (Annual Independent Directors Meeting)was convened on February 3 2020 which reviewed the performance of the Board as a wholeand of the Non-Independent Directors on the basis of the report of the Nomination andRemuneration Committee. The collective feedback of each Independent Director was discussedwith the Board covering performance of the Board as a whole and performance ofNon-Independent Directors.
PERFORMANCE EVALUATION OF CHAIRMAN DIRECTORS BOARD AND COMMITTEES
Pursuant to the provisions of section 178 of the Companies Act 2013 and Regulations 25of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 theperformance evaluation of Non-Independent Directors the Board and Committee wasundertaken by the Nomination and Remuneration Committee for the year under review. Theperformance evaluation report of the Non-Independent Directors as done by the Nominationand Remuneration Committee has been reviewed by the Independent Directors . Theperformance evaluation of the Chairman and Independent Directors is done by the Board andthe report of Nomination and Remuneration Committee for the Non-Independent Directors asreviewed by the Independent Directors is placed before the Board of Directors. Thecriteria for the performance evaluation are detailed in the report on Corporate Governanceattached as Annexure 5 of this Report.
The evaluation framework for assessing the performance of Directors the Board andCommittees is done on the following parameters:
a) BOARD PERFORMANCE
1. Attendance and active participation
2. Knowledge of working of industry experience in related issues
3. Leadership and initiative
4. Independent judgments on the Board discussions utilizing his knowledge andexperience especially on issues related to strategy operational performance and riskmanagement
5. Commitment to role and fiduciary responsibility as a Board member
6. Understanding the nature of Director's role demonstrate awareness and concern aboutnorms related to Corporate Governance disclosure and legal compliance
7. Contribute new ideas / advise to management on business issues
b) COMMITTEE PERFORMANCE
1. The Committee is delivering on the defined objectives
2. The Committee has the right composition to deliver the objective
The Board on the recommendations of the Nomination and Remuneration Committee hasframed a policy for selection and appointment of Directors senior management and theirremuneration. The remuneration policy is stated in the report on Corporate Governanceattached at Annexure 5 of this Report.
The calendar of meetings is prepared and circulated in advance to Directors.
During the financial year 2019-20 Five Board Meetings were held on 25.05.201922.07.201923.09.201909.11.2019 03.02.2020. The details of the same are given in theCorporate Governance report attached at Annexure 5 of this Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of sub-section 134(3)(c) of the Companies Act 2013 withrespect to Director's Responsibility Statement the Directors confirm that :
i) In the preparation of the Annual Accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under the Act have beenfollowed and there are no material departures from the same.
ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and of the profits of theCompany for the financial year ended on that date.
iii) They have taken proper and sufficient care for the maintenance of the adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities .
iv) They have prepared the Annual Accounts of the Company on a "goingconcern" basis .
v) They have laid down Internal Financial Controls to be followed by the Company andthat such Internal Financial Controls are adequate and operating effectively.
vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel and other designated persons which may havepotential conflict with the interest of the Company at large. All related partytransactions are placed before the Audit Committee and also Board of Directors forapproval. The form for disclosure of particulars of contract / arrangements entered intoby the Company with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 in form AOC -2 is given below:
(PURSUANT TO CLAUSE (B) 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 theCompanies Act 2013 including certain arm's length transaction under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis :
|Particulars ||Details |
|a) Names(s) of the related party & nature of relationship ||N.A |
|b) Nature of contracts /arrangements/transaction ||None |
|c) Duration of the contracts/arrangements/ transactions ||N.A |
|d) Salient terms of the contracts or arrangements or transactions including the value if any ||N.A |
|e) Justifi cation for entering into such contracts or arrangements or transactions ||N.A |
|f) Date of approval by the Board ||N.A |
|g) Amount paid as advances if any ||N.A |
|h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 ||N.A |
2. Details of contracts or arrangements or transactions at arm's length basis :
|Particulars ||Details |
|a) Name(s) of the related party & relationship ||N.A |
|b) Nature of contracts/ arrangements/ transaction ||N.A |
|c) Duration of the contracts/arrangements/ transactions ||N.A |
|d) Salient terms of the contracts or arrangements or transaction including the value if any. ||N.A |
|e) Date of approval by the Board for renewal ||N.A |
|f) Advance paid if any ||N.A |
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not made any loans or investments or given any guarantee during theyear under review.
SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES
The Company does not have any subsidiary joint venture or associate Company.
Compliance with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 by forming a Disciplinary Committee as per provisionsof the Act. The Company confi rms that there is no complaint / case fi led against orpending with the Company during the financial year 2019-20.
CODE OF CONDUCT
Code of Conduct for the Directors as well as for the members of the senior managementof the Company was adopted in the Board meeting held on April 4 2005 which wassubsequently amended from time to time. The code is intended to serve as a basis forethical decision making in conduct of professional work. The Code of Conduct states thateach individual in the organization must know and respect existing laws accept andprovide appropriate professional views and be upright in his conduct and observe corporatediscipline. The said Code of Conduct has been circulated to all the Directors and membersof senior management and the compliance of the same has been affirmed by them in respectof the financial year 2020-21. A copy of the Code of Conduct has been put up on theCompany's website www.sirshadilal.com. A declaration regarding compliance of Code ofConduct is given by the Managing Director under the head "Code of Conduct"that Board members and senior management team have complied with the same under CorporateGovernance and forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to dealwith instances of fraud and mismanagement if any.
A vigilance Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
The details are given in the report on Corporate Governance attached as Annexure 5 ofthis Report.
PREVENTION OF INSIDER TRADING CODE
The Company has adopted Code of Practices & Procedures for Fair Disclosure ofUnpublished Price Sensitive Information for Prevention of Insider Trading with a view toregulatetrading in securities by the Directors designated employees of the Company andother related parties. The code requires pre clearance for dealing in the Company's sharesand prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the trading window is closed. The Board isresponsible for implementation of the code.
All Directors and the designated employees have confirmed compliance with the code.
Mr. M. S. Gupta Proprietor M/s M. Sharan Gupta & Co. had appointed as StatutoryAuditors of the Companyfor a period of 4 years in the Annual General Meeting of theCompany held on 26.09.2018.
COMMENTS ON AUDITOR'S OBSERVATIONS
(i) Reply to paragraph no. 1 of "Emphsis of Matter" in Auditor's reportrelating to non maintenance of accounts on accrual basis:
As stated in the note no. 35 of the financial statement in respect of interestliability on delayed payment of sugar cane price. The company has not provided towardsinterest liability of late payment of cane price for the sugar season 2011-12 to 2014-15Rs.607.19 lakh and also for Rs.7464.66 Lakhs relating to subsequent year 2015-16 to2019-20 in the view of the Supreme Court order no. 35113/2017 dated 23.04.2018.
The company is contemplating to fi le a review petition against above mentioned orderof Supreme Court therefore no provision has been made for the above mentioned liability.
(ii) Reply to paragraph no.2 of "Emphasis of Matter" in Auditor's Reportrelating to bonus liability:
As state in note no. 36 of the financial statement in respect of bonus liability dueto amendment in Payment of Bonus (Amendment) Act 2015 in terms of which the ceiling ofpayment of bonus has been revised w.e.f. 1st April 2014. Certain High Courts have stayedimplementation of revision of bonus Act from retrospective effect. Indian Sugar MillsAssociation to retrospective effect from 1st April 2014. The matter is subjudice.
The shareholders of the Company approved appointment of Mr.Rishi Mohan Bansal CostAuditor for conducting the cost Audit for sugar and industrial alcohol business for thefinancial year 2019-20. The cost Audit reports for the last Audited accounts for thefinancial year ended March 31 2019 were fi led by the cost Auditor with respect to sugarand industrial alcohol business on August 17 2019 which is within the due date. Therewas no adverse or negative remark in the reports.
As per the Companies Act 2013 cost Auditors need to be appointed within 180 days fromthe commencement of every financial year. Accordingly the Company has appointed Mr. RishiMohan Bansal as cost Auditor for conducting the cost Audit of sugar and industrial alcoholfor the financial year 2020-21. The appointment is subject to ratifi cation in the nextAnnual General Meeting.
The Board of Directors of the Company appointed M/s Rahul Saini & Co. CompanySecretaries (Membership No. ACS 16716C.P.No. 7009) as the Secretarial Auditors toconduct the Secretarial Audit for the financial year ended March 31 2020.
The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith as Annexure-1 to this Report. There is no qualification reservation or adverseremark or disclaimer in the report.
The Company has not invited or accepted any deposits within the meaning of Section 73of the Companies Act 2013 during the year under report. In terms of proviso to Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits) Rules2014 the Board hereby reportthat the Company has not borrowed any unsecured loans from the Directors/ Relatives or anyother related parties.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in form MGT-9 is annexed withAnnexure-2 of this Report and also on the web site of the Company www.sirshadilal.com
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONS
As required under section 197(12) read with rule 5 of the Companies (Appointment andremuneration of managerial personnel) Rules 2014 the details of the ratio of theremuneration of each Director to the median employee's remuneration and such other detailsas prescribed therein are given in Annexure-3 of this Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197(12)read with rule 5 of the Companies(Appointment and remuneration of managerial personnel) rules 2014 in respect of theemployees of the Company are given in Annexure-3 of this Report.
DETAIL OF SHARES WITH DIFFERENTIAL VOTING RIGHT SWEAT EQUITY SHARE AND ESOP SCHEME
The Company has not issued shares with differential voting right and sweat equityshares. There was no scheme of ESOP during the financial year.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future .
Pursuant to section 134(3)(n) of the Companies Act 2013 and Regulation 21 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted a business Risk Management Committee. Thedetails of the Committee its terms of reference risks associated and their mitigationare set out in the report on Corporate Governance attached at Annexure-5 of this Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has over the years evolved effective systems and procedures to ensureinternal financial controls in all its establishments and such policies and proceduresadopted by the Company for ensuring theorderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
The Audit Committee evaluates the Internal Financial Control system periodically. Aneffective communication/ reporting system operates between the Units and Corporate Officeto keep various establishments abreast of regulatory changes and ensure compliances. Thedetails of the internal Financial control system and their adequacy are given in thereport on Corporate Governance attached at Annexure-5 of this Report .
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company had constituted CSR Committeein the Board Meeting held on 08.08.2017 as theCompany has earned profits more than 5 Crore in the preceding financial years.The Board ofDirectors of the Company has approved the CSR Policy in the Board of Directors meetingheld on August 8 2017. As per the provisions of Section 135 of the Companies Act 2013there is no liability of the Company to spend in CSR Activity as the Company's Averageprofits during last three Financial years are negative and its Net Worth is completelyeroded.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are provided inAnnexure-4 of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The performance of both the business segments of the Companyi.e. Sugar and Alcohol forthe year ended March 31 2020 and current year prospects as required under Regulation 34of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 has been detailed in the "Management Discussion andAnalysis Report" in the report on Corporate Governance attached at Annexure-5 of thisReport.
The Company complies with all the mandatory requirements as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the ListingRegulations). The separate section on Corporate Governanceincluding a certificate from apracticing Company secretary confi rming compliance of the conditions of CorporateGovernance as stipulated under regulations 17 to 27 and clauses (b) to (i) of regulation46(2) and paras C and D of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations) is given in Annexure-5 of thisReport .
In line with requirements under regulation 30 of the Listing Regulations the Companyhas framed a policy on disclosure of material events and information as per the ListingRegulations which is available on our website at https://www.sirshadilal.com/ corporategovernance.
The shares of the Company are listed with the BSE Limited. The annual listing fee forthe year 2020-21 has been paid to the Exchange.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company confirms that there is no complaint / case fi led against or pending withthe Company during the financial year 2019-20.
The industrial relations remained generally cordial during the year at both the plantsof the Company.
Your Director's wish to place on record their sincere thanks and appreciation for thedevoted services rendered by the employees of the Company at all levels. We also place onrecord our appreciation to the Financial Institutions State Bank of India PunjabNational Bank Zila Sahkari Bank Ltd. Other Business Associates and GovernmentAuthorities for their valuable cooperation and support from time to time. We would alsolike to express our thanks to our Shareholders for their continued confidence in theCompany.