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Uttam Sugar Mills Ltd.

BSE: 532729 Sector: Agri and agri inputs
NSE: UTTAMSUGAR ISIN Code: INE786F01031
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OPEN 246.00
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VOLUME 2233
52-Week high 337.30
52-Week low 152.30
P/E 6.88
Mkt Cap.(Rs cr) 952
Buy Price 249.10
Buy Qty 4.00
Sell Price 249.90
Sell Qty 30.00
OPEN 246.00
CLOSE 246.55
VOLUME 2233
52-Week high 337.30
52-Week low 152.30
P/E 6.88
Mkt Cap.(Rs cr) 952
Buy Price 249.10
Buy Qty 4.00
Sell Price 249.90
Sell Qty 30.00

Uttam Sugar Mills Ltd. (UTTAMSUGAR) - Director Report

Company director report

To

The Shareholders of the Company

Your Directors take pleasure in presenting this Twenty Sixth Annual Report togetherwith the Audited Annual Financial Statements for the year ended 31stMarch 2021.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31st March 2021are as under:-

(Rs. in Lakhs)

DETAILS Year ended 31.03.2021 Year ended 31.03.2020
Revenue from Operations 181859.03 164482.61
Profit/(Loss) before Depreciation & Tax 13851.05 11365.76
Less:
Depreciation 2852.12 2923.56
Profit/(Loss) before Tax & Exceptional Items 10998.93 8442.20
Exceptional Items - -
Less: Provision for Taxation - -
Current Tax - 1497.50
Deferred Tax (Credit) / Charge- Net of MAT Credit Entitlements 3606.55 1586.93
Income Tax for Earlier Years (1497.50) 195.21
Tax Impact on account of New Tax Regime 2914.11 -
Profit/(Loss) after Tax 5975.77 5162.56
Total Other Comprehensive Income (4.86) (66.18)
Profit/(Loss) for the period 5970.91 5096.38
Add: Balance brought forward from Previous Year 9449.69 4353.31
Less: Amount transferred to Capital Redemption Reserve on redemption during the year
i) 1451550 6.50% Non-Cumulative Redeemable Preference Shares 1451.55 -
ii) 225000 10% Non-Cumulative Redeemable Preference Shares 225.00 -
Less : Impact of redemption of Preference Shares out of opening retained earning 692.10 -
Surplus/(Deficit) transferred to Balance Sheet 13051.95 9449.69

PERFORMANCE OF THE COMPANY

During the year under review your Company’s Revenue from Operations was Rs.181859.03 Lakhs as compared to 164482.61 Lakhs in the previous financial year.Company’s Profit after comprehensive income was Rs. 5970.91 Lakhs as compared to Rs.5096.38 Lakhs in the previous financial year.

REVIEW OF OPERATIONS Sugar Division

Operational data of the Company for the financial year 2020-21 and 2019-20 are asunder:

Financial Year Cane crushed Sugar produced Recovery %
(In Lakhs Qtls.) (In Lakhs Qtls.)
2020-21 396.16 45.60 11.51
2019-20 340.64 40.40 11.86

Following are the season wise data of Cane crushed and Sugar produced:

Crushing Season Cane crushed Sugar produced Recovery %
(In Lakhs Qtls.) (In Lakhs Qtls.)
2020-21 366.10 41.88 11.44
2019-20 383.02 45.00 11.75

Recovery Equivalent to C Heavy Molasses -12.03% in Sugar Season (SS) 2020-21 &12.18% in SS 2019-20. Note: During the Sugar Season 2020-21 Company’s Barkatpurunit was operated with B heavy Molasses throughout the season. However the Khaikheri unitof the Company was operated for few days on C heavy molasses and subsequently shifted to Bheavy molasses for throughout the season.

The Company registered a gross turnover of Sugar of Rs. 149656.56/- Lakhs for theyear ended 31st March 2021 against Rs. 130497.75/- Lakhs for the year ended31st March 2020– an increase of gross turnover by 14.68%. The net salesrealization at Rs. 3152 per qtl for Current year ending 31st March 2021 washigher as compared to Rs. 3038 per qtl for the previous year ended 31st March2020 besides sales qty of sugar higher by 10.18%.

Net Sales Realisation for Domestic sales were Rs. 3314/- qtl as against Rs. 3356/- qtland in case of Export sales net Realisation during 2020-21 were Rs. 2520/- qtl as against1969/- qtl in previous financial year. During the year export sales were 20% of totalsales while during previous year it was 23% of total sales.

During the financial year the Company commenced its crushing in all units i.e.Libberheri Barkatpur Khaikheri & Shermau in 2nd week of November 2020.The results were slightly on lower side as compared to previous season in terms ofrecovery mainly due to climatic changes specifically in the state of U.P. Howeverrecovery was better as compared to other units/whole state reduction in recovery.

The Company’s aggregate sugar cane crushing were 366.10 Lakhs qtls during theseason 2020-21 as against 383.02 Lakhs qtls in 2019-20. The Company had a recovery of11.44% (Equivalent to C Heavy 12.03%) as against 11.75% (Equivalent to C Heavy 12.18%) inprevious season. The recovery was on lower side mainly due to climatic changes. TheCompany continued to focus on cane development activities comprising of varietalreplacement with proven high sugared varieties change in pattern of sowing ratoonmanagement encouraging use of Bio – fertilizers Bio-pesticides soil testingactivities etc. and modern agricultural practices due to which the recovery and crushingis expected to further improve in the coming season. Apart from these activities companyis further strengthening the cane development activities by way of development of in-houseagri research centre integrated pest management programme soil testing facilitiesencouraging use of Bio-fertilizers and Bio-pesticides and training facilities for thefarmers & cane development staff.

The Uttar Pradesh and Uttarakhand Government have announced State Advised Price (SAP)for sugarcane at Rs.315/- per qtl (Rs 325/- per qtl for early variety) and Rs. 317 per qtl(Rs 327/- per qtl for early variety) respectively for season 2020-21.

Co-generation Division

During the period under review your company produced 3011 Lakhs KWH of power ascompared to 2680.70 Lakhs KWH of power in the year 2019-20. Out of total production yourcompany exported 1446.20 Lakhs KWH to UPPCL/UPCL for a total amount of Rs.5367Lakhs against 1399.13 Lakhs KWH for an amount of Rs.4955 Lakhs in the previous year. Themain reason of increase in power revenue is due to higher cane crush as compared toprevious financial year.

REC is an additional source of Revenue to your company. During the year 2020-21 Companytraded 644 units of REC for Rs. 6.44 Lakhs. REC have not been traded since the AppellateTribunal for Electricity’s (APTEL) order postponing the trading of REC’s.

Distillery Division

Your company has a Distillery with an installed capacity of 150 KLPD at Barkatpur(Distt. Bijnor) in the State of Uttar Pradesh. During the year under review 299.25Lakhs bulk litres (BL) of industrial alcohol produced as compared to 293.56 Lakhs bulklitres in the year 2019-20 and your company sold 276.92 Lakhs bulk litres industrialalcohol (including Ethanol) as compared to 296.55 Lakhs bulk litres in the previousyear. During the financial year your company commissioned Incineration Boiler (60TPH) inBarkatpur Distillery division and started commercial production.

gas produced and sold of 22.71 Lakhs kg amounting to Rs 53 Lakhs during the Year ascompared to production CO2 and sales of 24.09 Lakhs kg amounting to Rs 61 Lakhsin the previous year ending 31st March 2020.

During the year under review 7.41 Lakhs Liter of Sanitizer produced and your companysold 7.22 Lakhs Liter sanitizer amounting to Rs 801 Lakhs.

Future Outlook

Sugar industry Association is requesting on continuous basis to the State/CentralGovernment for fixing cane price on the basis of revenue sharing formula. Sugar priceswere stable during the year because of monthly quota system introduced by the Governmentof India w.e.f. June 2018 onwards.

Central Government has taken certain steps to stabilize the price of sugar like:

• MAXIMUM ADMISSIBLE EXPORT QUANTITY (MAEQ)- In view of the inventory levels withthe sugar industry and to facilitate achievement of financial liquidity MaximumAdmissible Export Quantity (MAEQ) have been fixed for sugar season 2020-21–(60 LakhsM.T.) and for sugar season 2019-20 – (60 Lakhs M.T.) by Government of India.

• The Central Government with a view to facilitate export of sugar during theseason 2020-21 thereby improving the liquidity position of sugar mills enabling them toclear the cane dues of farmers of sugar season 2020-21 hereby notifies the scheme forproviding assistance to sugar mills for expense on marketing cost including handlingupgrading and other processing cost which details are as under:-

a) For marketing including handling & processing cost - Rs. 1600/- M.T.
b) Internal Transport & Freight charges including loading & unloading - Rs 2400/- M.T.
c) Ocean Freight - Rs. 2000/- M.T.
Total - Rs. 6000/- M.T.
Above amended w.e.f. 20/05/2021 are as under
a) Internal Transport & Freight charges including loading & unloading - Rs 2400/- M.T.
b) Ocean Freight - Rs. 1600/- M.T.
Total - Rs. 4000/- M.T.

Quantity restriction (On monthly basis) imposed on sale of sugar from June2018 onwards and this is being continued.

• Minimum Selling Price (MSP) of sugar was first fixed at Rs. 29 per kg in June2018 and later increased to Rs. 31 per kg in February 2019. MSP is the ex-factoryprice (excluding GST and transportation charges) below which no mill can sell sugar inIndia. Owing to India becoming a surplus sugar producer the MSP environment is expectedto continue. However there will be gap of demand and supply quantity of sugar in Indiadue to over production of sugar.

Ethanol Sector

Achieving energy security and the transitioning to a thriving low carbon economy iscritical for a growing nation like India. Blending locally produced ethanol with petrolwill help India strengthen its energy security enable local enterprises andfarmers to participate in the energy economy and reduce vehicular emissions. TheGovernment of India notified the National Policy on Biofuels – 2018 (NPB–2018)on 04.06.2018 wherein under the Ethanol Blended Petrol (EBP) Program an indicativetarget of 20% blending of ethanol in petrol by 2025 was laid out.

Ethanol is one of the principal biofuels which is naturally produced by thefermentation of sugars by yeasts or via petrochemical processes such as ethylenehydration. It has medical applications as an antiseptic and disinfectant. It is used as achemical solvent and in the synthesis of organic compounds apart from being analternative fuel source.

During the year CCEA has approved the following for the sugar season 2020-21 (December2020 to November 2021) during ethanol supply period from various feeds:-

• Price of Ethanol from C hy Molasses increased from Rs.43.75 to Rs. 45.69 PerLitre.

• Price of Ethanol from B hy Molasses increased from Rs.54.27 to Rs. 57.61 PerLitre.

• Price of Ethanol from Sugar cane Juice/Sugar/Sugar Syrup increased from Rs.59.48 to Rs. 62.65.

• Damaged food grain at Rs. 51.55 from Rs. 50.36 Per Litre.

• Additionally GST and transportation charges will also be payable.

For augmentation of ethanol production capacity by setting up of new distilleriesattached with their sugar mills including capacity expansion of existing distilleryand for increasing ethanol production capacity by way of installation of incinerationboilers or by adoption of any other method approved by CPCB for zero liquid discharge.Government will provide interest subvention @ 6% per annum or 50% of rate of interestcharged by bank whichever is lower on the loan sanctioned & disbursed by banks for 5years this scheme further extended.

In view of Covid-19 Pandemic Central & State Government allows distilleries formanufacturing of hand sanitizer.

PRODUCTION OF HAND SANITIZER/CAPACITY ADDITION/EXPANSION

On account of COVID-19 pandemic your company has started manufacturing of Handsanitizer & other related products at Barkatpur and Libberheri unit of the companyafter obtaining necessary approvals from the statutory authorities and the same is nowcontinuously being manufactured and sold.

Further the company has commissioned incineration Boiler of 60 TPH Capacity along withMEE (Multi effect Evaporator) and 10 MW Turbine at Barkatpur (Distillery) Unit of thecompany. This will enable the company to produce ethanol throughout the year as against270 days and will lead to higher production of ethanol by 33% approx.

Your company has also commissioned a Distillery with a capacity of 50 KLPD atLibberheri unit along with incineration Boiler of 20 TPH Capacity. From commissioning theproduction of ethanol/ENA increased by 180 Lakh BL in a year.

DIVIDEND

With a view to conserve the resources your directors do not recommend any dividend forthe year ending 31st March 2021.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March 2021 stoodas Rs. 38.14 Crores. During the year under review the Company has not issued any Sharesincluding shares with Differential Voting Rights/ Stock Options/Sweat Equity etc. Furtherduring the year under review the Company has redeemed 1451550 6.50% Non-CumulativeRedeemable Preference shares and 225000 10.00% Non-Cumulative Redeemable Preferenceshares.

DEPOSITS

Your Company has neither accepted nor renewed any deposit within the meaning of Section73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.There were no unclaimed deposits at the end of Financial Year i.e. 31st March2021.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Raj Kumar Adlakha Managing Director (DIN: 00133256) ofthe Company is liable to retire by rotation and being eligible offers himself forre-appointment. The Board recommends the re-appointment of Mr. Raj Kumar Adlakha asDirector in the ensuing AGM of the Company. The Board also recommends the re-appointmentof Mr. Raj Kumar Adlakha as Managing Director of the Company for a further period of 3years w.e.f 01st April 2021 to 31st March 2024 for the approval ofmembers in the ensuing AGM of the Company.

Changes in the Board/KMP (Appointment and Resignation)

During the year under review Mr. Amir Singh Yadav ceased to be Nominee Director of thecompany w.e.f. 24th July 2020 on account of withdrawal of nomination by PunjabNational Bank.

The tenure of Independent Directors viz Dr. R. Vasudevan and Mr. G. S. Matta has beencompleted during the year under review and accordingly Dr. R. Vasudevan and Mr. G. S.Matta have ceased to be an Independent Directors of the Company w.e.f. 25thSeptember 2020. However being eligible Mr. G. S. Matta has been afresh appointed as an

Additional-cum Non-Executive Director in the Non-Independent category w.e.f. 30thSeptember 2020. In compliance of Section 160 of the Companies Act 2013 it is proposed toregularize the appointment of Mr. G. S. Matta as Non-Executive Director in theNon-Independent category to hold office for a period of five years commencing from 30thSeptember 2020 to 29th September 2025.

Further Mr. Jasbir Singh has been appointed as an Additional-cum Independent Directoron the Board of the Company w.e.f. 30th September 2020. In compliance ofSection 149 and 160 of the Companies Act 2013 it is proposed to regularize theappointment of Mr. Jasbir Singh as an Independent Director to hold office for a period offive years commencing from 30th September 2020 to 29th September2025. Mr. Jasbir Singh has given declarations confirming that he meet the criteria ofIndependence as prescribed under the Companies Act 2013 and SEBI (LODR) Regulations2015.

The Company has also received the confirmation from Mr. Jasbir Singh that he hasenrolled/registered himself in the databank of persons offering to become IndependentDirectors.

During the year under review Mr. S. L. Sharma has been appointed as an Additional cumWhole-Time Director on the Board of the Company w.e.f. 07th January 2021. Incompliance of Section 160 of the Companies Act 2013 it is proposed to regularize theappointment of Mr. S. L. Sharma as Whole Time Director to hold office for a periodcommencing from 07th January 2021 to 31st December 2023.

During the year under review Mr. Rajesh Garg a fellow member of The Institute ofCompany Secretaries of India has been appointed as Joint Company Secretary and ComplianceOfficer of the Company w.e.f. 07th January 2021.

Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of theCompanies Act 2013 or under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

All the Directors have made necessary disclosures as required under the variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Brief profile of the Directors proposed to be appointed / re-appointed and theirQualification Experience alongwith the name of Companies in which they hold theDirectorship and Listed Companies in which they hold Chairmanship/ membership of theCommittees of the Board as stipulated under Regulations 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard onGeneral Meetings is given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 andstate that:

i. in the preparation of the Annual Accounts for the year ended 31st March2021 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures; if any;

ii. they have selected appropriate accounting policies and have 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 31stMarch 2021 and of the profits of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a ‘going concern’ basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS

In accordance with the applicable provisions of the Act the members of the Company attheir 22nd AGM held in the year 2017 had appointed M/s SSVS & Co.Chartered Accountants (Firm Registration No. 021648C) as the Statutory Auditors of theCompany to hold office from 22nd AGM till the conclusion of 27th AGMto be held in the calendar year 2022.

Further the Auditors of the Company have not reported any fraud in terms of the secondproviso to Section 143(12) of the Companies Act 2013 and therefore no detail is requiredto be disclosed under Section 134 (3)(ca) of the Companies Act 2013.

Clarification on Auditors’ Observations

Your Directors wish to clarify the observations reported by the Statutory Auditors asunder: -

1. Regarding observation in Para 1 of Annexure ‘A’ to the Report relating tothe title deeds of the immovable property not in the name of the Company in one case yourDirectors wish to state that the necessary action is being taken by the Company forregistration of such immovable property in the name of the Company.

2. Regarding observation in Para 8 of Annexure ‘A’ to the Report there areno delays in the repayment of interest/ installments to the Bank/Others. However relatingto delays in the repayment of interest/principal amount of the soft loan due to Govt. ofUttarakhand your Directors wish to state that company has made a representation to theState Govt. for waiver of the loan alongwith interest which is under consideration.

COST AUDITORS

As per the requirements of the Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records and accordingly such accounts are made and recordshave been maintained. The Board on the recommendation of the Audit Committee has re-appointedM/s M. K. Singhal & Company (Firm Regn. No. 00074) Cost Accountants to audit theCost Accounting records relating to Sugar Co-generation and Ethanol Distillery for theFinancial Year 2021-22.

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditors has to be ratified by the members of the Company. The Board recommends the samefor approval of members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 amended uptodate and other applicable provisions if any M/s N. K. Rastogi & Associates(Firm Regn. No. 3785) Practicing Company Secretaries has conducted the Secretarial Auditof the Company for the Financial Year 2020-21. The Secretarial Audit Report for thefinancial year ended 31st March 2021 is attached and marked as "Annexure-I"and forms part of the Board’s Report. The Secretarial Auditors’ Report does notcontain any qualification reservation or adverse remark.

MEETINGS

The details of Board Meetings and Committee Meetings held during the period underreview are given in the Corporate Governance Report.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rulesmade thereunder and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has in place Audit Committee. The details ofterms of reference composition of the Audit Committee number and dates of meetings heldattendance of members and other details are given separately in the attached CorporateGovernance Report. The Audit Committee satisfies the requirements of Act and SEBI (LODR)Regulations 2015. All recommendations made by the Audit Committee during the year wereaccepted by the Board.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rules made thereunder the draft Annual Return of the Company for theFinancial Year 31st March 2021 is uploaded on the website of the Company andcan be accessed at http://uttamsugar.in/adminpanel/product_image/4146c1694e1d093b451df4dae605364bANNUAL_RETURN_2021.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rulesmade thereunder and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has in place a whistleblower policy to dealwith unethical behavior victimization fraud and other grievances or concerns if any.The Policy allows the whistle-blowers to have direct access to the Chairman of the AuditCommittee and also protects them from any kind of discrimination or harassment. Theaforesaid policy can be accessed on the Company’s website i.e. www.uttamsugar.in andweblink of the same is http://uttamsugar.in/adminpanel/product_image/6cc3d4c19cf1ab275a3848390e5611c1Whistle_Blower%20&%20Vigil%20Mechanism.pdf.

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesmade thereunder and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has in place Nomination & RemunerationCommittee and the details of terms of reference composition number & dates ofmeetings held attendance and other details are given separately in the attached CorporateGovernance Report. The Board on the recommendation of Nomination & RemunerationCommittee framed a policy i.e. Nomination and Remuneration Policy for selection andappointment of Directors senior managerial personnel and their remuneration includingcriteria for determining qualifications positive attributes independence of a director.The aforesaid policy can be accessed on the Company’s website i.e. www.uttamsugar.inand weblink of the same is http://uttamsugar.in/adminpanel/product_image/a696f4dd281eb69487bbf38876bc2c56Policy_Nomination%20&%20Remuneration.pdf.

BOARD EVALUATION

As per the provisions of the Companies Act 2013 a formal annual evaluation needs to bedone by the Board of its own performance and of its committees and other individualdirectors. Pursuant to the provisions of the Act and the Listing Regulations the Boardhas carried out the annual performance evaluation of the Board Independent DirectorsNon-executive Directors Executive Directors Committees and the Chairman of the Board.The evaluation of Non-Independent Directors Chairman and the Board as a whole wasdone at a separate meeting by the Independent Directors.

Accordingly the above said evaluation was done based on criteria which includes amongothers providing strategic perspective Chairmanship of Board and Committees attendanceand preparedness for the meetings contribution at meetings effective decision makingability and role of the Committees. The detailed analysis of performance evaluation isincorporated under the head ‘Nomination and Remuneration Committee’ in theCorporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not given any loan or provided guarantee during the year under reviewin terms of Section 186 of the Companies Act 2013. However the Company has madeinvestment during the year under review in pursuance of applicable provisions of Section186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013

All related party transactions entered during the year are negotiated on an arms-lengthbasis and are in the ordinary course of business. There have been no materiallysignificant related party transactions entered by the Company with the promotersdirectors and key managerial personnel of the Company. Further the suitable disclosure asrequired in IND AS-24 regarding Related Party Transactions has been made in the notes tofinancial statements. The Company’s policy for Related Party Transactions isavailable on Company’s website i.e. www.uttamsugar.in and weblink of the same ishttp://uttamsugar.in/adminpanel/product_image/db061eede812bddd35e81e5a3164cffaPolicy_Related%20Party%20Transaction.pdf

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are attached with this Report and marked as "Annexure-II".During the year under review no complaint / case was filed or was pending for redressalpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act2013 are given in a separate annexure attached hereto and forms part of this Report andmarked as "Annexure-III".

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of thebusiness of the Company. A detailed note has been provided under Management Discussion andAnalysis Report. The Company has an Audit Committee which ensures proper compliance withthe provisions of the Companies Act 2013 and Listing Regulations and also reviews theadequacy and effectiveness of the internal control systems.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts orTribunals which may impact the going concern status and Company’s operations infuture.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 the Company hasconstituted a Corporate Social Responsibility (CSR) Committee. The details of compositionof CSR committee are given in the Corporate Governance Report attached hereto. The CSRCommittee has framed and finalised the CSR policy of the Company which was duly approvedby the Board. The CSR policy of the Company can be accessed on the Company’s websitei.e. www.uttamsugar.in and weblink of the same ishttp://uttamsugar.in/adminpanel/product_image/0fe80304b5df11cc35569799b8d1445bCorporate_Social_Responsibilty_Policy.pdf.

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as "Annexure-IV" andforms integral part of this Report.

RISK MANAGEMENT POLICY

The Company has in place Risk Management policy to identify and evaluate business riskand opportunity of Risk Management to minimize the adverse impact on business objectivesand enhancement of company’s competitive advantage. The policy facilitates toidentify the risk at appropriate time and necessary steps to be taken to mitigate therisk. The detailed risk analysis and their mitigation are given in the ManagementDiscussions and Analysis Report.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Associate and/or any Joint Venture Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

Except those disclosed in this Annual Report there are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year i.e. 31st March 2021 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no material change in the nature of business of the Company.

BUSINESS RESPONSIBILITY POLICY

Pursuant to the provisions of Regulation 34(2)(f) of the Listing Regulations interalia provides that the annual reports of the top 1000 listed entities based on marketcapitalisation (calculated as on March 31st of every financial year) shallinclude a Business Responsibility Report (BRR). Your Company comes under the same andtherefore the Company has formulated a Policy on Business Responsibility("Policy") which lays down the broad principles to guide the Company indelivering its various responsibilities to its stakeholders. Business ResponsibilityReport describing the initiatives taken by the Company from an environmental social andgovernance perspective forms part of this Report and marked as "Annexure-V".

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34 (3) read withSchedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Report and marked as "Annexure-VI"which also includes a Certificate obtained from a Practicing Company Secretary pursuant tothe said Regulations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the year under review asstipulated under regulation 34(2)(e) read with Schedule V (B) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section andforms part of this Report and marked as "Annexure-VII".

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016

Not applicable as the Company has not made or received any application under theprovisions of IBC during the financial year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN

The requirement to disclose the details of difference between amount of the valuationdone at the time of onetime settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors thank the Customers Suppliers Farmers various Govt. Agencies Banksand Shareholders for their continued support and co-operation. Further your Directorsalso acknowledge the dedicated services rendered by all the employees of the Company.

For and on behalf of the Board
For UTTAM SUGAR MILLS LIMITED
(SHANKAR LAL SHARMA) (RAJ KUMAR ADLAKHA)
Place : Noida EXECUTIVE DIRECTOR MANAGING DIRECTOR
Date : 13th August 2021 (DIN : 09018381) (DIN : 00133256)

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