Indian Sucrose Ltd
Directors Reports
To,
The Members,
Your Directors are pleased to present the 3 lsl Annual Report together with
the Audited Financial Statements of the Company for the financial year ended on 31st
March, 2022.
FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on 3131 March, 2022 are
prepared in accordance with the relevant applicable IND AS and provisions of the Companies
Act, 2013.
The summarized financial highlight is depicted below.
(Rs. in Lakhs)
| Particulars |
2021-2022 |
2020-2021 |
| Revenue from Operations |
44276.76 |
43058.01 |
| Other Income |
731.06 |
363.36 |
| Total Income |
45007.81 |
43421.37 |
| Total Expenses |
40973.02 |
40364.53 |
| Profit/(Loss) before Finance cost, Depreciation & Amortization and Tax Expenses |
6630.92 |
5626.35 |
| Finance Cost |
1901.17 |
1811.90 |
| Depreciation & Amortization |
694.97 |
757.78 |
| Profit/(Loss) before Tax |
4034.79 |
3056.84 |
| (i) Provision for Taxation (Current) |
1436.22 |
878.55 |
| (ii) Deferred Tax |
(1140.41) |
48.13 |
| (iii) Provision for tax of earlier years |
11.58 |
(107.02) |
| Profit/ (Loss) after Tax |
3701.51 |
2175.15 |
PERFORMANCE REVIEW
During the year under review, your Company has achieved turnover of Rs. 44276.76 Lakhs
as compared to previous year turnover of Rs. 43058.01 Lakhs and has earned net profit
after Tax of Rs. 3701.51 Lakhs as compared to previous year net profit after Tax of Rs.
2175.15 Lakhs.
During the year under review, your company has crushed 9395400.66 QTLS of Sugarcane and
produced 982860 QTLS of Sugar as compared to previous year crushing of 9884382.37 QTLS of
sugarcane and production of 1013754 bags of Sugar.
The capacity utilization of die plant during die year under review was 79.80 and the
average recovery was 10.48% as compared to capacity utilization of 86.14% and average
recovery of 10.30 % in the previous year.
DIVIDEND & TRANSFER TO RESERVES
No amount is proposed to be transferred to the reserve(s) and your Directors have not
recommended payment of any dividend for the year under review.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
During the year, there was no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENT
There is no change in the nature of business of the company during the year.
There is no material change or commitment affecting the financial position of the
company that has occurred since 31s' March 2022 to the date of this report.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company has been
increased from INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into
1,80,00,000 (One Crore Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and
70,00,000 (Seventy Lakh) Preference Shares of Rs. 10/- (Rupees Ten) each to INR
40,00,00,000/- (Rupees Forty Crores Only) divided into 3,30,00,000 (Three Crore Thirty
Lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each and 70,00,000 (Seventy Lakh)
Preference Shares of Rs. 10/- (Rupees Ten) each by creation of additional 1,50,00,000 (One
Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari-passu in all
respects with existing Equity Shares of the Company.
During the year under review, the paid up Share Capital of the Company has been
increased from INR 15,46,18,070/- (Rupees fifteen crores forty-six lakh eighteen thousand
seventy rupees only) to INR 17,05,18,070/- (Rupees Seventeen Crores Five lakh eighteen
thousand seventy only) due to conversion of warrants issued through fully convertible
warrants on preferential basis to the persons belonging to "promoter and promoter
group category".
DEPOSITS
During the period under review, your Company has not accepted any deposits from public
within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act")
and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER OF AMOUNTS TO INV ESTOR EDUCATION AND PROTECTION FUND
There was no amount required to be transferred to IEPF.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
CSR is a company's sense of responsibility towards the community and environment in
which it operates. It is the continuing commitment by business to behave ethically and
contribute to economic development of the society at large and building capacity for
sustainable livelihoods. The Company believes in conducting its business responsibility,
fairly and in a most transparent manner. It continually seeks ways to bring about an
overall positive impact on the society and environment where it operates and as a part of
its social objectives. This policy has been formally formulated and adopted in terms of
Section 135 of the Act and Rules framed there under to undertake CSR activities.
The Company has always made consistent efforts to maintain an active corporate social
responsibility portfolio.
Composition of Corporate Social Responsibility Committee (CSR Committee):
| S. No. Name |
Chairman/Member |
| 1. Abhay Upadhyay |
Chairperson |
| 2. Geeta Sharma |
Member |
| 3. Jaitender Kumar |
Member |
During the reporting period,
The responsibilities of the CSR Committee include:
1) Formulating and recommending to the Board of Directors the CSR Policy and indicating
activities to be undertaken by the Company in areas or subject, specified in schedule VII
2) Recommending the amount of expenditure for the CSR activities.
3) Monitoring CSR activities from time to time.
As per the provisions of Companies Act, 2013, all companies having a net worth of Rs.
500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore
or more during the immediately preceding financial year are required to constitute a CSR
committee of the Board of Directors comprising three or more directors, at least one of
whom should be an independent director. All such companies are required to spend at least
2% of the average net profits of their three immediately preceding financial years on
CSR-related activities.
Accordingly, the company was invested Rs. 40.80 Lacs towards CSR activities during the
financial year as required to invest pursuant to specified Schedule VII of the Companies
Act, 2013. The Annual Report on corporate social responsibility activities is attached and
marked as Annexure -A and forms part of this report.
During the Financial Year 2021-22 in view of various amendments brought out by the
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, Corporate Social
Responsibility Policy was revised to incorporate the amendments, The Corporate Social
Responsibility policy of the company can be accessed at www.muksu g.in>about us>
policy.
HUMAN RESOURCES
Human resources are the most important resource and your directors believe in to give
them their due weight age for their crucial role-playing in the overall progress of the
organization. The relationship between the management and the staffs/workers has been
comfortable and cordial during the year.
RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy. The policy
identifies the threat of such events as "Risks", which if occurred will
adversely affect value to shareholders, ability of Company to achieve objectives, ability
to implement business strategies, the manner in which the Company operates and reputation.
Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.
The framework defines the process for identification of risks, its assessment,
mitigation measures, monitoring and reporting. While the Company, through its employees
and Executive Management, continuously assess the identified Risks, the Audit Committee
reviews the identified Risks and its mitigation measures annually.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has an Internal Audit department with adequate
experience and expertise in internal controls, operating system and procedures. The system
is supported by documented policies, guidelines and procedures to monitor business and
operational performance which are aimed at ensuring business integrity and promoting
operational efficiency.
The Internal Audit Department reviews the adequacy of internal control system in the
Company, its compliance with operating systems and laid down policies and procedures.
Based on the report of internal audit function, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board of Directors from time to time.
VIGIL MECHANISM
The Company has a vigil mechanism Policy to deal with instance of fraud and
mismanagement, if any. The vigil mechanism Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern. The policy has been uploaded in the website
of the company at www.muksup.in.>about us>policy.
SUBSIDIARIES. ASSOCIATES AND .JOINT VENTURES COMPANIES
The Company does not have any subsidiary, joint venture or associate companies within
the meaning of Sections 2(6) and 2(87) of the Companies Act, 2013 as on 31st March 2022.
The Company has framed a policy for determining material subsidiaries, which has been
uploaded on w'cbsitc of the company at www.muksug.in.>about us>policv.
CHANGES in board and kmp
(a) Appointment/Resignation of Directors
(i) Board of Directors in their Meeting held on 26th August, 2022 appointed
Mr. Ashish Singh Yadav (DIN: 09265468) as an Additional Director in the capacity of Non -
Executive Independent Director with immediate effect to hold office till the conclusion of
31st Annual General Meeting of the Company to be held in the year 2022. The
Nomination & Remuneration committee considered and recommended the appointment of Mr.
Ashish Singh Yadav as Non - Executive Independent Director for a term of five consecutive
years up to 25lh August, 2027 on Board/committee(s) which was approved by the
Board of Directors at its meeting held on 31al August, 2022. The proposal for
re-appointment of Mr. Ashish Singh Yadav will be placed before the members for its
approval in the ensuing Annual General Meeting. Brief resume of Mr. Ashish Singh Yadav is
circulated to the members as part of the AGM Notice.
(ii) Mr. Abhay Upadhyay, Non-Executive Independent Director, ceased to be director of
the Company consequent to his resignation effective from 26th August, 2022. due
to involvement with some other projects.
During the Financial Year 2021-22 there is no Appointment/Resignation in the Board.
(b) Retirement by Rotation
Pursuant to the provisions of Section 152 of the Act, Mrs. Geeta Sharma (DIN:
08905164), Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers herself for re - appointment. The Board of
Directors recommends her re - appointment at the forthcoming Annual General Meeting. Brief
resume of Mrs. Geeta Sharma is circulated to the members as part of the AGM Notice.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its performance as well as that of its Committees and
individual directors. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The Remuneration Policy is available on the
website of the Company at www.muksug.in>about us > policy.
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying it in their appointment letter along with
necessary documents, reports and internal policies to enable them to familiarize with the
Company's procedures and practices. The Company has through presentations, at regular
intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Sugar Industry as a whole. The details of such
familiarization programs for Independent Directors are explained in the Corporate
Governance Report and posted on the website of the Company at www.muksug.in >about
us>policy,
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they have complied with the Code for Independent Directors as
prescribed in Schedule IV to the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Eight (8) Meetings of the Board of Directors w'ere held during the financial year ended
31st March, 2022. The intervening gap between tw'o consecutive meetings was within the
period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details of the Board and Committee(s)
meetings are provided in the Corporate Governance Report forming part of this Report.
COMMITTEES OF THE BOARD
During the year, the details of composition of the Committees of the Board of Directors
are as under: -
a. Audit Committee
| Name No. |
Designation |
Category |
| 1. Neeraj Bansal |
Chairperson |
Non-Executive - Independent Director |
| 2. Shriram Agraw'al |
Member |
Non-Executive - Independent Director |
| 3. Kunal Yadav |
Member |
Executive Director |
| 4. *Abhay Upadhay |
Member |
Non-Executive - Independent Director |
* Mr. Abhay Upadhyay resigned from the post of membership of the committee on
26.08.2022, Mr. Ashish Singh Yadav will act as member of the Committee w.e.f. 26.08.2022,
appointed as non - executive, Independent director at the board meeting of the company
held on 26.08.2022, to hold office till the conclusion of 31st AGM of the
Company.
The terms of reference of the Audit Committee has been furnished in the Corporate
Governance Report. All the recommendation made by the Audit Committee during the year were
accepted by the Board.
b. Nomination and Remuneration Committee
| S. Name No. |
Chairman/Member |
Category |
| 1. * Abhay Upadhay |
Chairperson |
Non-Executive - Independent Director |
| 2. Neeraj Bansal |
Member |
Non-Executive - Independent Director |
| 3. Shriram Agrawal |
Member |
Non-Executive - Independent Director |
| 4. Geeta Sharma |
Member |
Non-Executive Non-Independent Director |
*Mr. Abhay Upadhyay resigned from the post of Chairmanship of the committee on
26.08.2022, Mr. Ashish Singh Yadav will act as chairman of the Committee w.e.f.
26.08.2022, appointed as non - executive, Independent director at the board meeting of the
company held on 26.08.2022, to hold office till the conclusion of 31st AGM of
the Company.
The terms of reference of the Nomination & Remuneration Committee has been
furnished in the Corporate Governance Report. All the recommendation made by the
Nomination & Remuneration Committee during the year were accepted by the Board.
c. Stakeholders Relationship Committee
| Name No. |
Chairman/Member |
Category |
| j *Abhay Upadhay |
Chairperson |
Non-Executive - Independent Director |
| 2. Geeta Sharma |
Member |
Non-Executive Non-Independent Director |
| 3. Jaitendra Kumar |
Member |
Non - Executive Non-Independent Director |
* Mr. Abhay Upadhyay resigned from the post of Chairmanship of the committee on
26.08.2022, Mr. Ashish Singh Yadav will act as chairman of the Committee w.e.f.
26.08.2022, appointed as non - executive, Independent director at the board meeting of the
company held on 26.08.2022, to hold office till the conclusion of 31st AGM of
the Company.
The terms of reference of the Stakeholders Relationship Committee has been furnished in
die Corporate Governance Report.
d. Corporate Social Responsibility Committee
| S.No. Name |
Chairman/Member |
Category |
| 1. * Abhay Upadhay |
Chairperson |
Non-Executive - Independent Director |
| 2. Geeta Sharma |
Member |
Non-Executive Non-Independent Director |
| 3. Jaitender Kumar |
Member |
Non -Executive Non-Independent Director |
* Mr. Abhay Upadliyay resigned from the post of Chairmanship of the committee on
26.08.2022, Mr. Ashish Singh Yadav will act as chairman of the Committee w.e.f.
26.08.2022, appointed as non - executive, Independent director at the board meeting of the
company held on 26.08.2022, to hold office till the conclusion of 3 lsl AGM of
the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors took proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors prepared the annual accounts on a going concern basis;
(e) the directors laid down internal financial controls to be followed by the company
and that such internal financial controls were adequate and operating effectively;
(f) the directors devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions were placed before the Audit Committee for prior
approval. Prior omnibus approval of the Audit Committee was obtained for the transactions
which were repetitive in nature except when the need for them could not be forseen in
advance.
All related party transactions entered during the year under review were in the
ordinary course of business and were in compliance with the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations.
The particulars of such transactions are disclosed in the notes to the financial
statements. The nature of related party transactions require disclosure in AOC-2, the same
is attached with this Report.
The Company has formulated a policy on materiality and on dealing with Related Party
Transactions and same can be accessed at www.muksug.in>about us>policv.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there were no such orders passed by the regulators or
courts or tribunals impacting the going concent status and Company's operation in future.
AUDITORS AND AUDITOR S REPORT
A) Statutory Auditors
M/s SSVS & Co., Chartered Accountants (FRN: 021648C), appointed as a statutory
Auditor of the Company for a period of five years, at the Annual General Meeting held on
September 30, 2021 from the conclusion of 30th AGM till the conclusion of the 35th AGM.
The Report given by the Statutory Auditors M/s SSVS & Co., on the financial
statements along with the notes to the financial statements of the Company for the
financial year 2021-22 is forming part of the Annual Report. The observations and comments
given by Auditors in dieir report read together with notes to Accounts are
self-explanatory and hence do not call for any further comments under section 134 of the
Act. However, the clarification/explanation on the qualifications in the Auditors' Report
are as under: -
(i)
| Auditor's Remarks |
Management Remarks |
| The Company is Holding investment in unquoted equity shares of Companies. As per IND
AS - 32 "financial Instrument Presentation" these financial instruments should
be presented at fair value which is presently not available. Accordingly, the same has
been presented at the carrying cost of such shares based on their audited accounts as on
31/03/2021. |
Fair Valuation of investment is not available because financial statement of the
respective Companies could not be prepared within the stipulated time due to less
availability of staff effected through Covid. |
| The Company has not revalued any of its Property, Plant and Equipment (including right
-of —use assets) and intangible assets during the year. |
Revaluation of assets being done every three years as per Banking Regulation,
Accordingly, the revaluation of assets of the Company will be done in the year 2023. |
| According to the information and explanations given to us, the disputed statutory dues
of Sales tax, Excise duty and Income Tax aggregating to Rs. 946.10 Lakhs that have not
been deposited |
As explained by the Statutory auditor's in their Auditors' Report the disputes are
pending with various forum, once the dispute will settle or die instructions will be
issued by the Forum, the Company shall act, accordingly. |
| In our opinion and according to the information and explanations company has not
defaulted in repayment of loans or other borrowings or in the payment of interest thereon
to any lender except the following as stated in the Auditors' Report. |
The Company has repaid all dues within the stipulated time period as prescribed under
RBI Guidelines, appertain to repayment of Loans and /or payment of interest diereon. |
(b) Cost Auditor
M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar (Firm Registration No.
100123) carried out the cost audit for applicable business during the year. The Board of
Directors has appointed them as Cost Auditors for the financial year 2022-23. The
remuneration payable to the Cost Auditors is required to be placed before the members in a
general meeting for their ratification. Accordingly, Resolution seeking members"
ratification for the remuneration payable to M/s Khushwinder Kumar & Co., Cost
Auditors is included as item No. 3 of the notice convening the Annual General Meeting.
(c) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Lalan Kumar Singh (FCS: 7837, COP: 8544), Company Secretary in practice,
Delhi to conduct the Secretarial Audit of the Company for the financial year 2021-22. The
Secretarial Audit Report is annexed herewith as Annexure - B.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis, which form
part of this Report, are set out as separate Annexures together with the Certificate from
the auditors of the company regarding compliance of conditions of Corporate Governance as
stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-C.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect to the remuneration of the employees of the Company, are
not applicable to the company.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-D to this
report.
LISTING
The shares of the company have been listed in Bombay Stock Exchange Limited (BSE
Limited).
FRAUD
There was no case of any fraud reported during the financial year under report.
SECRETARIAL STANDARDS
The Board of Directors hereby affirms that your Company has adhered to the Secretarial
Standards as prescribed by the Institute of Company Secretaries of India during the
financial year under report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has an internal complaints committee in place, which
registers the complaints made by any aggrieved woman for upholding the Justice.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socioeconomic and environmental
dimensions and contribute to sustainable growth and development.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from the Company's customers, vendors, bankers, auditors, investors,
Government authorities and stock exchanges during the year under review. Your Directors
place on record their appreciation of the contributions made by employees at all levels.
Your Company's consistent growth was made possible by their hard work, solidarity,
co-operation and support.
| For and on behalf of the Board Indian Sucrose Limited |
|
|
|
sd/- |
sd/- |
|
(Kunal Yadav) |
(Jaitender Kumar) |
| Date: 31.08.2022 |
Managing Director |
Director |
| Place: Mukerian |
(DIN: 01338110) |
(DIN: 08164429) |
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