Dear members
Your Directors have pleasure in presenting the 39* Annual Report of the
company together with audited financial statements for the financial year ended 31it
March 2023.
| Financial Results |
Year Ended |
|
31.03.2023 |
31.03.2022 |
| Profit before depreciation |
29425.20 |
18958.60 |
| Less : Depreciation |
7403.75 |
6785.67 |
| Profit Before Tax |
22021.45 |
12172.93 |
| Less: Provisions Current Tax |
4427.18 |
2220.53 |
| Deferred Tax |
3255.13 |
1954.01 |
| Profit After Tax |
14339.14 |
7998.39 |
| Add : Surplus brought forward from previous year |
2743.48 |
3499.06 |
| Amount available for appropriation |
17082.62 |
11497.45 |
| Appropriations |
|
|
| Dividend paid on equity shares for the respective financial
years |
1253.97 |
1253.97 |
| Transfer to General Reserve |
10000.00 |
7500.00 |
| Surplus carried over to Balance Sheet |
5828.65 |
2743.48 |
| TOTAL |
17082.62 |
11497.45 |
Transfer to General Reserve
The company has transferred a sum of Rs. 10000 lakhs out of currentyear
profit to the General Reserve.
Dividend
Your Directors recommend a dividend @ Rs. 12.50/- (Rupees twelve and
paise fifty only) per equity share for the financial year ended March, 2023 taxable in the
hands of the shareholders. Payment is subject to the approval of the shareholders at the
ensuing Annual General Meeting.
Review of Operations Sugar
During the year under review, the aggregate cane crush was 56.57 lakhs
tonnes with a recovery of 9.53% compared to 49.01 lakhs tonnes with a recovery of 9.33% in
the previous year.
Power
The Co-generation plants generated 653.55 million units of power and
exported 452.78 million units of power to grids compared to the generation of 573.77
million units and export of 393.23 million units in the previous year.
Distillery
During the year, the distilleries produced 54.22 million B.Ltrs
compared to the production of 12.44 million B.Ltrs in the previous year. The modernization
of Distillery unit in Tamilnadu has been completed.
Granite
In the Granite Unit 125001 square meters of Polished Granite products
were produced compared to production of 184518 square meters in the previous year.
Wind Mill
Wind Mills generated 13.81 million units of power and exported 12.06
million units to grid compared to the generation of 11.36 million units and export of
10.64 million units in the previous year.
Prospects for the Current year 2023 - 2024
In the current financial year, it is estimated to crush 60.00 lakh
tonnes of sugarcane in aggregate. Performance of co-generation plant will be based on
bagasse availability in the sugar mills. It is estimated to produce 50.00 million B.Litres
of alcohol in the Distillery Units. The performance of Granite Division largely depends on
the mining policy of the Central/ State Governments.
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act, 2013 read with the
Articles of Association of the Company Sri S V Balasubramaniam, Director is liable to
retire by rotation and being eligible offers himself for re-appointment.
The Company has devised a policy on Directors appointment,
remuneration and for performance evaluation of independent directors, Board, Committees
and other individual directors which include performance evaluation of non-executive and
executive directors.
The details of programmes for familiarization of independent directors
with the company, their roles, rights, responsibilities in the company, nature of the
industry in which the companys operations, business models and related matters are placed
on the website of the company at the link http://www.bannari.com/ Investorl nformation.
html.
Sri E P Muthukumar (DIN: 00003740), Independent Director of the Company
resigned from the Board effective from the conclusion of the Board Meeting held on 10th
August 2022 due to his health conditions. Further, he confirmed that there were no
material reasons other than his health condition for his resignation of Independent
Director.
The Board of Directors places on record its appreciation for the
contribution of Sri EP Muthukumar during his tenure.
All the Independent Directors have given declarations that they meet
the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013 and
applicable regulations under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Sri S V Balasubramaniam, Chairman Sri B Saravanan, Managing Director,
Sri C Palaniswamy, Company Secretary, Sri M Ramprabhu, Chief Financial Officer are the Key
Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.
There is no change in the Key Managerial Personnel during the year.
Particulars of Loans, Guarantees or Investments
During the year, the company has not made any loan or guarantee or
investment or provided any security under Section 186 of the Companies Act, 2013.
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars relating to conservation of energy, Technology
absorption, Foreign Exchange earnings and outgo as required to be disclosed under the
Companies Act, 2013 are provided in Annexure I to this Report.
Particulars of Employees
The information as required under Section 197 of the Companies Act 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is furnished in Annexure II forming partof this Report.
In terms of proviso to Section 136 (1) of the Companies Act, 2013 the
Report and Accounts are being sent to the members excluding the information on employees
as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the said information is available for inspection by the members
at the Registered Office of the Company during business hours on all days except Sundays
and public holidays upto the date of Annual General Meeting. If any member is interested
in obtaining a copy thereof, such member may write to the Company Secretary in this
regard.
The Company has complied with applicable provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. During
the year no complaint/case was filed pursuant to the said Act.
Meetings of the Board
Four Meetings of the Board of Directors were held during the year. The
details are furnished in the Report on Corporate Governance attached herewith.
Committees and Policies
The company has constituted Board Committees and framed policies as
required under the provisions of the Companies Act 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details are furnished in the Corporate
Governance Report attached herewith.
Corporate Governance and Management Discussion and Analysis Report
A separate section on Corporate Governance, Management Discussion and
Analysis Report, a certificate from the Auditors of the company regarding compliance of
conditions of Corporate Governance and a certificate on non-disqualification of Directors
as required under the provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are annexed as Annexure - III.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014 the company has formulated a
policy on Corporate Social Responsibility. The Annual Report on CSR activities for the
financial year ended 31st March, 2023 is attached as Annexure IV to this report.
Risk Management Committee / Risk Management policy
The company has constituted Risk Management Committee as required under
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and has formulated a detailed Risk
Management Policy. In the opinion of the Board no element of risk that
may threaten the existence of the company has been identified. More details are furnished
in the Report on Corporate Governance attached herewith.
The Risk Management Policy is posted in the companys website at the
link https://www.bannari.com/ lnvestorlnformation.html
Vigil Mechanism/Whistle Blower Policy
The company has established vigil mechanism for Directors and Employees
to report concerns about the unethical behavior, actual or suspected incidents of fraud or
violation of the code of conduct or ethics. The Whistle Blower Policy is posted in the
companys website at the link https://www.bannari.com/lnvestorlnformation.html
Dividend Distribution Policy
The company has formulated and adopted Dividend Distribution Policy
which is posted in the companys website at the link https://www.bannari.com/
lnvestorlnformation.html
Related Party Transactions
All related party transactions are entered on arms length basis and
are in compliance with the applicable provisions of the Companies Act, 2013 and other
relevant Regulations as referred under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. None of the transactions is materially significant which
may have potential conflict with the interest of the company at large and therefore
disclosure in Form AOC-2 is not required. All the related party transactions are placed
before the Audit Committee and approved by the Audit Committee. Prior omnibus approval of
the Audit Committee was obtained on annual basis for the transactions which are at a
foreseen and repetitive nature. The Related Party Transactions Policy as approved by the
Board is uploaded on the compan/s website at https://www.bannari.com/ Investor
lnformation.html.
The details of transactions with Related Parties are provided in the
accompanying financial statements.
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,
Independent Directors at their meeting held on 10.02.2023 without participation of
non-independent directors and management considered and evaluated the performance of the
Chairman, Managing Director and the Board.
The Board has carried out an annual evaluation of its own performance,
the performance of the committees, board, independent Directors and individual Directors.
The criteria applied in the evaluation process are detailed in the Corporate Governance
Report which forms part of this report.
Material changes and commitments
There are no material changes and commitments affecting the financial
position of your Company which have occurred between the end of the financial year 2022-23
and the date of this report.
Directors Responsibility Statement
As stipulated in Section 134(3)( c) and 134 (5) of the Companies Act
2013 your Directors confirm that
a) in the preparation of the annual accounts, all the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
b) they had selected such accounting policies and applied them
consistently and made judgments 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 of the profit of the company for that period;
c) they 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;
d) they had prepared the annual accounts on a going concern basis;
e) they 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
f) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34 SEBI (LODR) Regulations 2015 as amended the
Business Responsibility and Sustainability Report has been prepared as prescribed and
annexed to this Report as Annexure V and the same shall form part of this report.
Annual Return
Copy of the previous year Annual Return in the prescribed form is
available at the weblink https://www.bannari.com/lnvestorlnformation.html. A copy of
Annual Return for the financial year 2022-2023 will be placed on the website of the
company after the conclusion of 39th AGM.
Auditors / Auditors Report
M/s P N Raghavendra Rao & Co., Chartered Accountants (Firm
Registration No. 003328S), Coimbatore were appointed as the Statutory Auditors of the
company at the 38th Annual General Meeting of the Company for a period of five consecutive
years and they shall hold office till the conclusion of 43rd Annual General
Meeting. The Auditors have confirmed their independence and eligibility under Section 141
of the Companies Act, 2013.
The Report given by the Statutory Auditors M/s P N Raghavendra Rao
& Co., on the financial statements of the company for the financial year 2022-23 do
not contain any qualification, reservation, adverse remark or disclaimer. During the year
under review, the Auditors did not report any matter under Section 143(12) of the
Companies Act, 2013 and
therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.
Secretarial Auditors and Secretarial Audit Report
The Board has appointed M/s C Thirumurthy & Associates, Company
Secretaries, Coimbatore as Secretarial Auditors to conduct Secretarial audit for the
financial year 2022-2023. The Report of Secretarial Auditors is annexed to this report as
Annexure VI.
The Report do not contain any qualification, reservation or adverse
remark.
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided in
the Management Discussion Analysis Report attached herewith.
Cost Audit
The Company has maintained cost records as specified by the Central
Government under Section 148 of the Companies Act, 2013.
Sri M Nagarajan, Cost Accountant, Coimbatore was appointed as Cost
Auditor to conduct audit of cost accounting records for the financial year 2022-23.
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review.
General
i) Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transaction on these items during the year
under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend,
voting or otherwise
c) Issue of shares (including sweat equity shares) to employees of the
company under any scheme
ii) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys operations in
future.
iii) No resolution plan/process was initiated or pending under
insolvency and bankruptcy Code 2016, against the Company.
iv) The disclosure relating to valuation at the time of one time
settlement with banks or financial institutions is not applicable as the company has not
made any such one-time settlement.
v) The Company has no Subsidiary / Joint venture /Associate company.
vi) There is no change in Share Capital and nature of business.
Acknowledgement
Your Directors wish to place on record their appreciation for the
continued support and co-operation by the Government Authorities, banks and other
stakeholders. Your Directors thank the cane growers who have supplied sugarcane to the
factories and wish to place on record their appreciation of the contributions made by all
the employees.
|
By order of the Board |
|
S V BALASUBRAMANIAM |
| Coimbatore |
Chairman |
| 24.05.2023 |
DIN :00002405 |
+91-9892691696
