indian sucrose ltd Directors report


To,

The Members,

Your Directors are pleased to present the 32nd Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2023.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on 31st March, 2023 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 2022-2023 2021-2022
Revenue from Operations 45176.97 44276.76
Other Income 1073.88 731.06
Total Income 46250.85 45007.81
Total Expenses 42029.68 40973.02
Profit/(Loss) before Finance cost. Depreciation & Amortization and Tax Expenses 7553.88 6630.92
Finance Cost 2489.61 1901.17
Depreciation & Amortization 843.10 694.97
Profit/(Loss) before Tax 4221.17 4034.79
(i) Provision for Taxation (Current) 564.75 1436.22
(ii) Deferred Tax 410.48 (1140.41)
(iii) Provision for tax of earlier years 244.94 11.58
Profit/ (Loss) after Tax 2954.43 3701.51

PERFORMANCE REVIEW

During the year under review, your Company has achieved turnover of Rs45176.97 Lakhs as compared to previous year turnover of Rs44276.76 Lakhs and has earned net profit after Tax of Rs2954.43 Lakhs as compared to previous year net profit after Tax of Rs3701.51 Lakhs.

During the year under review, your company has crushed 10864105.49 QTLS of Sugarcane and produced 1126920 QTLS of Sugar as compared to previous year crushing of 9395400,66 QTLS of sugarcane and production of 982860 QTLS of Sugar.

The capacity utilization of the plant during the year under review was 85.21% and the average recovery was 10.38% as compared to capacity utilization of 79.80% and average recovery of 10.48% in the previous year.

DIVIDEND &TRANSFERTO 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 material change or commitment affecting the financial position of the company that has occurred since 31SI March 2023 to the date of this report.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company has been increased from Rs40,00,00,000/- (Rupees Forty Crores Only) divided into 3,30,00,000 (Three Crore Thirty Lakh Only) Equity Shares of Rs10/- (Rupees Ten) each and 70,00,000 (Seventy Lakh) Preference Shares of Rs10/- (Rupees Ten) each to Rs 75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 6,80,00,000 (Six Crore Eighty Lakh only) Equity Shares of Rs10/- (Rupees Ten) each and 70,00,000 (Seventy Lakh) Preference Shares of Rs10/- (Rupees Ten) each by creation of additional 3,50,00,000 (Three Crore Fifty Lakh) Equity Shares of Rs10/- (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 Rs1 7,05,18,070/- (Rupees Seventeen Crores Five lakh eighteen thousand seventy only) to Rs17,37,67,010/- (Rupees Seventeen Crores Thirty-Seven Lakh Sixty- Seven thousand and Ten 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 INVESTOR 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 companys 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. Ashish Singh Yadav 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 Rs500 crore or more, or a turnover of Rs1,000 crore or more or a net profit of Rs5 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 Rs60.25 Lakhs 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 2022-23 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.muksua.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.muksua.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 2023.The Company has framed a policy for determining material subsidiaries, which has been uploaded on website of the company at www.muksua.in.>about us>policy.

CHANGES IN BOARD AND KMP

(a) Appointment/Resignation of Directors

During the Financial Year 2022-23 there was following Change in the Board of Directors of the Company:-

(i) Mr. Abhay Upadhyay, Non-Executive Independent Director, ceased to be director of the Company and from the Committee consequent to his resignation effective from 26th August, 2022. due to involvement with some other projects.

(ii) Board of Directors in their Meeting held on 26,h August, 2022 appointed Mr. Ashish Singh Yadav (DIN: 09265468) as an Additional Director in the capacity of Non - Executive Independent Director with immediate effect. 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 25th August, 2027 on Board committee(s) which was approved by the Members in the 31st Annual General Meeting of the Company held on 30.09.2022.

(b) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Act, Mr. Jaitender Kumar (DIN: 08164429), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re - appointment. The Board of Directors recommends his re - appointment at the forthcoming Annual General Meeting. Brief resume of Mr. Jaitender Kumar 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 Companys 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.muksnn.in >about us>r>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

Six (6) Meetings of the Board of Directors during the financial year ended 31st March, 2023 were held on 06,h April 2022, 16,h June 2022, 26th August 2022, 31st August 2022, 14th November 2022 and 14,h February 2023. The intervening gap between two 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

S. No. Name Designation Category
1. Neeraj Bansal Chairperson Non-Executive - Independent Director
2. Shriram Agrawal Member Non-Executive - Independent Director
3. Kunal Yadav Member Executive Director
4. ""Ashish Singh Yadav 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 was elected 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.

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. No. Name Chairman/Member Category
1. "Ashish Singh Yadav 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 was elected as chairperson 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.

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

S. No. Name Chairman/Member Category
1. "Ashish Singh Yadav 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 was elected 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.

The terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report,

d. Corporate Social Responsibility Committee

S.No. Name Chairman/Member Category
1. "Ashish Singh Yadav 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 Upadhyay resigned from the post of chairmanship of the committee on 26.08.2022, Mr. Ashish Singh Yadav was elected 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.

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 foreseen in advance.

All related party transact ions 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>policy.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

AUDITORS AND AUDITORS 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 2022-23 is forming part of the Annual Report. The observations and comments given by Auditors in their 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)

Auditors Remarks Management Remarks
4th Quarter ended 31st March, 2023 stock statement reports filed by the company are found to be not in agreement to books of account and other records of the company. The details of differences in values are as under There is no difference in Quantity of stock, however due to different valuation method the differences in value of stocks are reflecting in Books of Accounts and Stock Statement.

(Rs. in Lakhs)

Quarter Value of stock as per books Value of stock as per stock statement Differences
4th Quarter ended 31.03.2023 21451.88 21415.98 35.90
In respect of other quarter records were not made available to us as such we are unable to comment on difference, if any. Documents were lying with cost auditors for tabulation therefore could not be presented for verification.
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 thereon, Flowever, noting is overdue till the closure of the financial year.
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 Auditors in their Auditors Report the disputes are pending with various forum, once the dispute will settle or the instructions will be issued by the Forum, the Company shall act, accordingly.

(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 2023-24. 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 2022-23. 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)/ 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.

ANNUAL RETURN

A Copy of annual return for FY 2021-2022 has been placed on the website of the Company www.muksug.in.The same will be done for FY 2022-2023 after conclusion of the 32nd AGM.

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 Companys 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 Companys 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 Companys consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board
Indian Sucrose Limited
(Kunal Yadav) (Jaitender Kumar)
Date: 31.08.2023 Managing Director Director
Place: Mukerian (DIN: 01338110) (DIN: 08164429)