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Bajaj Hindusthan Sugar Ltd Directors Report

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Jul 19, 2024|09:44:59 AM

Bajaj Hindusthan Sugar Ltd Share Price directors Report

Boards Report

Dear Members,

Your directors have pleasure in presenting their Ninety Second Annual Report of Bajaj Hindusthan Sugar Limited along with audited financial statements for the year ended March 31, 2024.

Financial highlights

The summarised financial results of the Company for the year ended March 31, 2024 are presented below:

Rs. Crore
Year ended March 31,2024 Year ended March 31, 2023
Sales and other income 6089.37 6319.34
Profit/(Loss) before depreciation, interest and tax 272.67 271.93
Depreciation and amortisation 212.87 213.17
Profit/(Loss) after depreciation but before interest and tax 59.80 58.76
Finance costs (Net) 155.70 210.10
Profit/(Loss) before tax (95.90) (151.34)
Provision for taxation (Net) (4.37) (3.60)
Profit/(Loss) after tax (91.53) (147.74)
Opening balance b/f (1857.70) (1708.97)
Disposable surplus after adjustments (1949.23) (1856.71)
Transfer to reserve for molasses storage tank 0.80 0.99
Transferred from Remeasurement of defined employee benefits 0 0
Balance carried to balance sheet (1950.03) (1857.70)

On a standalone basis, the Company achieved a turnover (including other income) of Rs.6089.37 crore for the year ended March 31, 2024 as compared to Rs.6319.34 crore in the previous year. The loss after tax is RS.91.53 crore as compared to the loss of Rs.147.74 crore in the previous year. On a consolidated basis, the turnover including other income is Rs.6146.33 crore as compared to Rs.6,360.34 crore in the previous year. The loss after tax and minority interest is RS.86.41 crore as against loss of Rs.134.73 crore in the previous year.

Dividend

In view of loss during the year under review, your directors do not recommend any dividend for the current Financial Year. (Previous Year - Nil)

Dividend distribution policy

The Board of Directors at its meeting held on February 13, 2017 approved the Dividend Distribution Policy containing the requirements mentioned in regulations 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is annexed as "Annexure I" and forms part of this Report.

Transfer to Reserves

The Board of Directors of the company has decided not to transfer any amount to the Reserves for the year under review.

Operations

Detailed analysis of operations of the Company are given in the Management discussion and analysis report under financial analysis of Operations of the Company.

The Operational data of Bajaj Hindusthan Sugar Limited for its fourteen sugar plants having an aggregate sugarcane crushing capacity of 1,36,000 TCD, six distilleries having aggregate capacity to produce Industrial

Alcohol of 800 kilolitres per day and fourteen co-generation plants having a total power generation capacity of 449 MW are as under:

Sugar

During the year ended March 31, 2024, the Company crushed 12.819 MMT of sugarcane as against 13.842 MMT in the previous year. This year, sugar recovery was 10.89% as against 9.74% in the previous year. During the year 2023-24, the Company has diverted 1.189 MMT sugarcane for producing B-heavy molasses and Cane Syrup owing to which sugar recovery was lower. Had there been no diversion, sugar recovery for the year would have been 11.03% as compared to 10.81% in previous year. During the year, the Company produced 13,93,171 MT sugar (previous year 13,48,640 MT) and 5,23,678 MT C-molasses (previous year 1,63,196 MT) and 72,832 MT B-heavy molasses (previous year 6,33,387 MT).

The Company sold 13,33,980 MT of sugar and 80,379 MT of molasses during the year as against 14,22,798 MT of sugar and 1,03,776 MT of molasses during the previous year. Approximately 16,788 MT of sugar production is estimated to have been sacrificed in favour of ethanol production through B-heavy molasses. This year, the Company crushed 31,320 MT sugarcane (previous year NIL) for cane syrup for ethanol production.

Sugarcane availability was lower as compared to previous year and the Company has diverted less Sugarcane for producing B-heavy molasses, Inspite of lower cane crush, due to high sugar recovery and lower diversion of cane for B Molasses, sugar production increased by around 3%.

Distillery

The Industrial Alcohol / Ethanol production was 1,78,121 KL as against 1,88,609 KL in the previous year. Alcohol / Ethanol sale during the year was at 1,52,719 KL as against 1,85,366 KL during the previous year.

The Company continues its endeavour to produce ethanol from B-heavy molasses route by diverting cane for the same. The Company produced 1,11,443 KL of Ethanol during the year as against 1,67,649 KL in the previous year out of B-heavy molasses.

Ethanol sales during the year produced from B-heavy molasses stood at 1,06,175 KL at an average realization of Rs.60,668 per KL as against 1,63,370 KL at an average realisation of Rs.60,244 per KL in the previous year. Ethanol sales from molasses produced from C-heavy route stood at 44,150 KL at an average realization of Rs.47,294 per KL as compared to 21,996 KL at an average realisation of Rs.32,600 per KL in the previous year. Realization of Ethanol from C heavy is higher due to increase of Ethanol price by Central Government. Ethanol sales from molasses produced from C-heavy route was higher in the current year as the Company chose to produce and sell Ethanol from C-heavy molasses route. Blended realisation for total industrial alcohol (including ENA) sales stood at Rs.56,879 per KL as compared to Rs.56,964 per KL in previous year.

During the year 2022-23, Distillery plants had been run for 250 days, while in current year 2023-24, all plants had been run for 186 days.

Power

The operations of power generation were smooth at all the fourteen plants. While most of the power generated by us continued to be used for captive consumption to run our plants, the surplus power was sold to the Uttar Pradesh state grid.

During the year, Power generation was at 722.99 Million Units (MUs) as against 716.57 MUs in the previous year. The Company exported 185.63 MUs of power as against 170.60 MUs during the previous year.

Change in nature of business

There is no change in nature of business during the financial year.

Material changes and commitments

There have been no material changes and commitments which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Listing of securities

The Companys equity shares are listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees to each of these Stock Exchanges have been paid by the Company.

Subsidiary Associate and Joint Ventures

As on March 31, 2024, the Company had the following Subsidiaries and Associates, all of them are presently unlisted:

Subsidiaries:

1. Bajaj Aviation Private Limited (BAPL) - (Holding 100%).

2. Bajaj Power Generation Private Limited (BPGPL) - (Holding 100%).

3. Phenil Sugar Limited (PSL) - (Holding 98.01%)

4. Bajaj Hindusthan (Singapore) Private Limited (BHSPL) - (Holding 100%).

5. PT. Batu Bumi Persada, Indonesia - (step down subsidiary being 99.00% subsidiary of BH(S)PL).

6. PT. Jangkar Prima, Indonesia - (step down subsidiary being 99.88% subsidiary of Bh(S)PL).

Associate:

1. Bajaj Ebiz Private Limited - (Holding 49.50%).

There is no joint ventures in the company during the year.

Performance and financial positions of subsidiaries, associate and joint ventures

a) Bajaj Aviation Private Limited (BAPL): During the year ended March 31, 2024, BAPL, the wholly owned subsidiary of the Company continued to provide Air Transport Services through Aircraft - Falcon LX 2000.

For the year ended March 31,2024, BAPL generated revenue of Rs.3,015.94 lakh from its operations as compared to Rs.3,173.61 lakh generated in the previous year. The profit after tax for the current year was at Rs.54.90 lakh as compared to Rs.1,400.15 lakh in the previous financial year.

b) Bajaj Power Generation Private Limited (BPGPL): BPGPL, the wholly owned subsidiary of the Company is engaged in setting up of power project. The Companys existing power project could not take off in time due to various reasons beyond the Companys control, but the Company has sufficient land and is exploring the possibilities of renewable power project in future with necessary regulatory approvals as required.

c) Phenil Sugars Limited ("PSL"): PSL continued to be the subsidiary of the Company (98.01%) during the year under review. During the financial year 2023-24, the loss after tax is 25.23 crore as compared to the loss of Rs.54.52 crore in the previous year.

d) Bajaj Hindusthan (Singapore) Private Limited: BHSPL through its two subsidiaries in Indonesia, continued to hold coal mines in Indonesia which are in the process of being developed.

e) PT. Jangkar Prima (PTJP), Indonesia and PT. Batu Bumi Persada (PTBBP), Indonesia: PTJP and PTBBP are engaged in the business of Mining and Mining services including consulting, planning, implementation and testing of equipment in the field of construction of mining. These subsidiaries are in the process of development of a coal mine for which necessary approvals are in place. Operation of coal mine is expected to start soon.

f) Bajaj Ebiz Private Limited: Bajaj Ebiz did not carry out any business during the year and is under process of striking off.

There is no joint venture in the company during the year.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules 2014, statement containing the salient features of the financial statements of its subsidiaries/associate companies in the manner prescribed under the Companies Act, 2013 is given as Annexure to the Consolidated Financial Statements.

Consolidated Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013 and Rules made thereunder, Indian Accounting Standard (Ind AS) 110, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. Consolidated Financial Statements presented by your Company include financial information about its aforesaid subsidiaries and associates. The standalone financial statements of BHSL as well as its aforesaid subsidiaries and its associates will be available on the website of the Company (www.bajajhindusthan.com).

Credit Rating

The brief details of the ratings received from credit rating agency are given in Corporate Governance Report.

Investor Education and Protection Fund

The details of Investor Education and Protection Fund are given in Corporate Governance Report.

Directors and Key Managerial Personnel Number of meetings of the board

During the year, five meetings of the board were held on May 29, 2023, July 31,2023, November 09, 2023, February 09, 2024, and March 30, 2024. The Maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act 2013 & SEBI (LODR) Regulation, 2015.

A detailed update on the Board and its Committees composition, meetings held and attendance of the Directors at these meetings is provided in the Corporate Governance Report, which forms a part of this Annual Report.

Retirement by rotation

Mr. Ajay Kumar Sharma, (DIN: 09607745) Managing Director of the Company will retire by rotation and being eligible offers himself for reappointment. The appointment of Mr. Ajay Kumar Sharma is in compliance with the provisions of Section 164(2) of the Companies Act, 2013.

Appointment of Director

Mr. Shyam Sunder Jangid (DIN: 01186353) was appointed as an Additional Director in the category of Non-Executive Independent Director of the company with effect from March 30, 2024, subject to approval of shareholders at the ensuing 92nd Annual General Meeting.

The profile of Mr. Shyam Sunder Jangid is given in the Corporate Governance Report.

Cessation of Director

Mr. Dinesh Kumar Shukla (DIN: 00025409) ceased to be an Independent Director of the company upon completion of 2 consecutive terms of 5 years of directorship at the closure of business hours on March 31, 2024.

Key Managerial Personnel

There is no change in Key Managerial Personnel during the year.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Induction and training of Board members

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

Independent Directors Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As required under Rule 8(5) (iiia) of the Account of Companies Rules, in the opinion of the Board of Directors of your Company, the Independent Directors comprise persons of high repute and possess relevant expertise and experience in their respective fields.

Directors responsibility statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are 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 loss of the Company for that year.

(iii) the directors had taken 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.

(iv) the directors had prepared the annual accounts on a going concern basis.

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors Report

Auditors and their report

M/s. Sidharth N Jain & Company, Chartered Accountants (Firm Registration No. 018311C), has been appointed as Statutory Auditors of the Company at the 90th annual general meeting held on September 26, 2022, for a period of 5 consecutive years till the conclusion of 95th Annual General Meeting.

During FY 2023-24, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act 2013 and therefore, no details are required to be disclosed under Section 134(3) (ca) of the Act.

The auditors in their report to the members, have given qualified opinion, emphasis of matter and key audit matters and the explanation/comments of your directors with respect to it are as follows:

1. Explanation to 3rd para of the Audit report regarding qualified opinion

As per the Master Framework Agreement (MFA) executed between the Company and Lenders on December 16, 2017 the Optionally Convertible Debentures (OCDs) shall carry a Yield to Maturity (YTM) at a yield rate on the principle amount, accruing on annual basis, starting from the allotment date. The redemption will start from the Financial Year 2024-25.

In addition to the clause of the MFA quoted above it will be pertinent to note that another clause stated that upon occurrence of an Event of Default, the Debenture Trustee/ Monitoring Institution can issue a Conversion Notice for conversion of all of its outstanding OCDs into the equity shares of the Company. This clause contemplates conversions of all outstanding OCDs. The expression outstanding OCDs is not a defined expression unlike other expressions in the MFA.

Thus, MFA provides that upon occurrence of an Event of Default, the Debenture Trustee/ Monitoring Institution may instruct the conversion of outstanding OCDs into equity shares. Since the expression used is outstanding and not "Outstanding Amount - OCDs", it can be construed that the conversion of OCDs will cover only the outstanding face value of the OCDs and will not include YTM.

Having considered the clauses referred above, Clause regarding conversion does not suggest or indicate that the amount of YTM is required to be added to the Principle Amount of the OCDs for conversion of the OCDs into the equity shares of the Company at the time of the conversion. Accordingly, the management considers such YTM as contingent liability and has not provided the premium in the books of the Company.

2. Explanation to para 5 of the Audit report regarding Material Uncertainty related to Going Concern

The Company during the current year and in last few years have positive EBITDA (Earnings before interest, taxes depreciation and amortisation) however have incurred losses at PAT (Profit after Tax) level. The losses

were mainly attributable to higher raw material (i.e. sugarcane prices) and other input cost, relatively lower realization of sugar, higher depreciation, and finance expenses.

While cane prices are fixed by the State Government, sugar prices are totally market driven and are dependent on demand supply dynamics which at times lead to a complete mismatch between the cane prices and sugar prices. To mitigate the said sugar price risk, Government had fixed Minimum Selling Price (MSP) of sugar @ Rs.31 per kg below which no sugar mill can sell sugar in market. Sugar Industry, Indian Sugar and Bio-Energy Manufacturers Association (ISMA) and National Federation of Co- Operative Sugar Factories (NFCSF) are advocating for an increase in MSP to the level of Rs.43-45 per kg which the Government will have to implement at the earliest. Also the Government has implemented monthly release mechanism (sugar sale quota) to regulate sugar supplies in the market so that prices remain firm. Further, a sizeable portion of cane/sugar is diverted towards manufacturing of ethanol. There is a big push from the Government side to increase the ethanol production which will boost up the sugar industry scenario and will have a positive impact both on sugar realisation and ethanol production, increased ethanol prices etc. Presently, the Government is promoting ethanol production and planning to increase ethanol blending in petrol up to 20% by 2025, which may turn around the economic dynamics of the sugar industry in future.

The Companys investment in equity share of groups power business have good potential of an upside as per its fair value resulting into improvement in the net worth of the Company. The Company is the largest integrated Sugar and Ethanol manufacturing company in India with 14 sugar factories (1,36,000 TCD), 6 Distilleries (800 KLD) and cogeneration (449 MW) facilities and crushes around 14% of the total sugar cane grown in the State of Uttar Pradesh. The Company has huge potential for improvement and growth due to its scale, size and vintage. The Company also expects to receive accrued benefits of Rs.1,826 crore including interest as on March 31, 2024, under the Sugar Industries Promotion Policy, 2004 for which it is entitled as per Court orders but presently, the matter is sub-judice.

The Company has plan to improve its quality of sugar also by improving colour (ICUMSA) of sugar, increasing refined sugar capacity, entering into branded sugar segment, increasing sale to institutional buyers which will give better brand equity to sugar with improved sugar realisation i.e. pushing from commodity to brand. In view of the above, management expects to generate positive cash flow from operation. Accordingly, the financial results are presented on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the ordinary course of business. This matter has been referred by auditors in their audit report.

In view of the above, the management expects to generate positive cash flow from operation. Accordingly, the financial statements are presented on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the ordinary course of business.

Accordingly, the Management is of the view that going concern of the accounting is appropriate.

3. Comments to para 10 (i) & (ii) of the Audit report regarding Emphasis of Matter

(i) Management is of the view that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future to recover carrying value of the investments & loans and on-going efforts towards obligation casted on the Company and its promoters to recover the outstanding loans in phased manner.

(ii) Please refer the comments in Sr. No. 1 above regarding OCDs.

4. Comments on Key audit matters of the Audit report regarding Impairment assessment for Investments, loans and interest on loan-related party companies

Please refer the comments on Sr. 3 above regarding recovery of outstanding loans and sale of investment and accordingly no impairment have been identified by the management based on above assessment.

Statement on Impact of Audit Qualifications for Audit Report with Modified Opinion

Pursuant to Regulation 34(2)(a), statements on Impact of Audit Qualifications as stipulated in Regulation 33(3)(d) for Modified Opinions on standalone and consolidated financial statements are attached as Annexure "IX" and "X" and forms part of this report.

Cost auditors and their report

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No. 00001 1) as

the Cost Auditors of the Company for financial year 2024-25 and has recommended their remuneration to the shareholders for ratification at the ensuing Annual General Meeting. The Cost Audit Reports for the financial year ended March 31,2023, for the products Sugar, Industrial Alcohol and Electricity was filed with the Ministry of Corporate Affairs on August 21, 2023.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

Secretarial auditors and their report

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, M/s. Anant B Khamankar & Co., Company Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit Report and Annual Secretarial Compliance Report are annexed as "Annexure II and Annexure III" and forms part of this report. The report does not contain any qualification, reservation or adverse remark or disclaimer.

Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (IBC)

State Bank of India (SBI) had filed a petition before the National Company Law Tribunal (NCLT), Allahabad Bench for initiating Corporate Insolvency Resolution Process (CIRP) against the Company. The Honble National Company Law Tribunal (NCLT), Allahabad Bench vide its Order dated October 25, 2023 has dismissed the petition under section 7 of the IBC, 2016, filed by the State Bank of India, as withdrawn.

Public deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Deposits unclaimed at the end of the year was Nil.

Particulars of loans, guarantees or investments.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in "Annexure IV" and forms part of this report.

Details of difference between valuation amount on one time settlement and valuation while availing loans from banks and financial institutions:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

Audit Committee

The Company constituted Audit Committee as required under Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition of Audit Committee is given in Corporate Governance Report. There is no such instance during the year under review where the Board had not accepted any recommendation of Audit of the Audit Committee.

Related party transactions

The details of transactions entered into with the Related Parties are enclosed in Form no. AOC 2 is annexed herewith as "Annexure V" and forms part of this report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Annual Return

Draft Annual Return of the company for the financial year ended March 31, 2024 as per Section 92(3) of the Companies Act, 2013 is placed on the website of the company at www.bajajhindusthan.com.

Corporate Social Responsibility

As required under Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee. As per recommendation of the CSR Committee, the Board at its meeting held on September 25, 2014 approved the CSR Policy of the Company. Report on CSR Activities/ Initiatives is enclosed as "Annexure VI" and forms part of this report.

Policies

Policy for determining material subsidiary

During the year ended March 31, 2024, the Company does have material unlisted subsidiary company as defined in Regulation 16 (c) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has framed a policy for determining "material subsidiary" and the same is available on the Companys website at www.bajajhindusthan.com/investorcorner-policies.php

Policy on remuneration and other aspects of directors and Key Managerial Personnel

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The detailed remuneration policy is placed on the Companys website at www.bajajhindusthan. com/investorcorner-policies.php

Vigil Mechanism / Whistleblower Policy

The Company has formulated a Vigil Mechanism/Whistleblower Policy in accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism/ Whistleblower Policy are provided in the Corporate Governance Report and also posted on the website of the Company at www.bajajhindusthan.com/ investorcorner-policies.php

Risk Management

The Company has a Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The detailed remuneration policy is placed on the Companys website at www.bajajhindusthan.com/ investorcorner-policies.php

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.

Related Party Transaction Policy

Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at www.bajajhindusthan.com/investorcorner-policies.php

Corporate Social Responsibility (CSR) policy

Contents of Corporate Social Responsibility Policy in the Boards report are given in the Report on CSR Activities in "Annexure VI" and on the Companys website at www.bajajhindusthan.com/investorcorner-policies.php

Anti-Sexual Harassment Policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees, including trainees are covered under this policy.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended March 31, 2024, there was nil complaints recorded pertaining to sexual harassment.

The following is the summary of sexual harassment complaints received and disposed of during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed of: Nil Compliance with Secretarial Standards

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Significant and material orders passed by the regulators or courts or tribunals

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companys operations. However, members attention is drawn to the statements on contingent liabilities and commitments in the notes forming part of the financial statements.

Particulars of employees and related disclosures

As required under the provision of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are set out in "Annexure VII" and forms part of this report.

Transfer of unclaimed dividend and unclaimed shares to investor education and protection fund

The details of Unclaimed Dividend and Unclaimed Shares forms part of the Corporate Governance Report. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The relevant particulars regarding the above are given in "Annexure VIII" and forms part of this report.

Corporate governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations. A separate section on corporate governance practices followed by the Company, together with a certificate from the Auditors confirming compliance is annexed and forms part of this Report.

Management Discussion and Analysis and Business Responsibility and Sustainability Report

As per Regulation 34 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and Business Responsibility and Sustainability Report are prescribed in separate Sections forming part of this Annual Report.

Acknowledgements

Industrial relations have been cordial at all the plants of the Company. The Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors
Sd/-
Kushagra Bajaj
Chairman
(DIN: 00017575)
Mumbai
May 10, 2024

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We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.