To
The MEMBERS,
The Directors have pleasure in presenting the Annual Report and the Audited Accounts of
the Company for the financial year ended March 31, 2021:
| FINANCIAL RESULTS: |
|
(Rs. in lacs) |
|
2020-21 |
2019-20 |
| Sales & Other Income |
|
|
| Profit/(Loss) before Interest, Depreciation and Tax |
(21.00) |
(16.46) |
| Less: Depreciation |
|
|
| Profit/(Loss) before tax |
(21.00) |
(16.46) |
| Less, Provision for tax |
|
|
| Profit/(Loss) after tax |
(21.00) |
(16.46) |
| Add: Balance brought forward from previous year |
735.39 |
751.85 |
| Profit available for appropriation |
714.39 |
735.39 |
| Balance carried to Balance Sheet |
714.39 |
735.39 |
OVERVIEW:
During the financial year under review, your Company had no income, similar to that in
the previous financial year. As such, Loss after Tax was registered at Rs. 21.00 lacs,
which stood at Rs. 16.46 lacs in the previous financial year 2019-20.
The Company was engaged in the business of manufacturing of sugar and molasses at the
unit taken on lease, located in Motihari, Bihar. However, in view of termination of lease
agreement by the lessor in the year 2005 and other problems, the manufacturing activities
of the Company came to standstill, inspite of the fact that the Company had spent more
than 50 Crores towards balancing equipments for the plant. Thereafter, the management of
the Company has been making its best efforts to set up its own unit for manufacture of
sugar and allied products but could not succeed due to non-availability of required funds
for the project and also in view of viability of setting up of sugar plant varying from
time to time.
DIVIDEND:
Your Directors do not recommend any dividend for the year in view of net loss.
RESERVE FUND
The company has not transferred any amount in General Reserve Account.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
The outbreak of corona virus (COVID-19) pandemic globally and in India is causing
significant disturbance and slowdown of economic activity. As presently there is no
operating activities in the Company there has been no impact of COVID -19. However,
Companys efforts to upgrade the Sugar Plant and recommence operations are definitely
adversely impacted causing delay in formalising and implementing the same due to the
pandemic situation.
MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
There has been no material event during the year to be reported.
PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits
from public falling under the ambit of Section 73 of the Companies Act, 2013
("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with respect to financial
statements. The policies and procedures adopted by the Company ensure prevention and
detection of frauds and errors, accuracy and completeness of the records and timely
preparation of reliable financial statements. No reportable material weakness in the
design or operation was observed during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review the following changes took place among the
Directors and Key Managerial Personnel of the Company:
1) The following Directors and KMPs were appointed
? Mr. Chandan Sharma (DIN: 08855518), Ms. Ankita Srivastava (DIN: 08855511) and Ms.
Khushbu Sharma (DIN: 08855892) were appointed as Independent Directors w.e.f September 29,
2020 for a period of for 5 (five) consecutive years for a term up to September 28, 2025.
? Mr. Bijan Aditya (DIN: 07887918) was appointed as Additional Non-Executive Director
w.e.f November 11, 2020 to hold office upto ensuing Annual General Meeting and being
eligible has been proposed to be reappointed as Non-Executive Director at the said Annual
General Meeting .
? Mr. Subir Kumar Dey (DIN: 08945343) was appointed as Additional Non-Executive
Director w.e.f December 23, 2020 to hold office upto ensuing Annual General Meeting and
being eligible has been proposed to be reappointed as Non-Executive Director at the said
Annual General Meeting. ? Mr. Shibojyoti Majumder (PAN: ATJPM6195J ), was appointed as
Chief Financial Officer of the Company w.e.f November 11, 2020.
2) The following Directors ceased to be director for the reasons as mentioned
thereagainst -
? Mr. Bimal Kumar Nopany (DIN: 00694221) ceased to director w.e.f August 20, 2020 due
to demise. ? Mr. Chandan Kumar Garodia (DIN: 05325649) resigned from directorship w.e.f
October 07, 2020. ? Mr. Ram Chandra Jha resigned (DIN: 02812046) resigned from
directorship w.e.f October 07, 2020. ? Ms. Ratna Srivastava (DIN: 02657363) resigned from
directorship w.e.f December 23, 2020.
Your Directors put on records their appreciation for the guidance and valued services
received from Mr. Bimal Kumar Nopany, Mr. Chandan Kumar Garodia, Mr. Ram Chandra Jha and
Ms. Ratna Srivastava during the tenure of their office.
Mr. Shirish Goswami (DIN: 02899135), retires by rotation at the ensuing AGM, and being
eligible, offers himself for re-appointment.
Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as required by
Regulation 36 (3) of the Listing Regulations and Secretarial Standard - 2 on General
Meetings, are given in the notice of the ensuing AGM.
DECLARATION BY INDEPENDENT DIRECTORS
The Companys Independent Directors have submitted requisite declarations confirming
that they continue to meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors
have also confirmed that they have complied with Schedule IV of the Act and the Companys
Code of Conduct.
Further, in terms of Section 150 of the Act read with Companies (Appointment and
Qualification of Directors) Rules, 2014, all Independent Directors of the Company are
registered with Indian Institute of Corporate Affairs. In the opinion of the Board, the
Independent Directors hold highest standard of integrity and possess the requisite
qualifications, experience, expertise and proficiency. .
PERFORMANCE EVALUATION
The Company has framed the criteria for performance evaluation of Independent
Directors, the Board, the Board Committees and other individual Directors. Criteria for
performance evaluation of the Whole Time Director, Non-Executive Director and
Non-Independent Director have also been framed.
The criteria for performance evaluation of Directors among others includes factors such
as preparation, participation, engagement, personality and conduct, value addition,
strategic planning and vision, team spirit and consensus building, leadership quality,
understanding and focus on key business issues, independent thinking and judgment, quality
of analysis, experience and business wisdom, management qualities, awareness, motivation,
integrity, ethics and receptivity. The criteria for evaluating the Boards
functioning/effectiveness inter alia includes its structure, strategic review, business
performance review, internal controls, process and procedures.
On the basis of the criteria framed, a process was followed by the Board for evaluating
the performance of individual Directors, its own performance and its Committees. The
Nomination and Remuneration Committee also evaluated the performance of every individual
Director. The Independent Directors in their separate Meeting also carried out the
performance evaluation of the Whole Time Director, Non-Executive Director and other
non-independent Director as well as the Board of the Company. The Directors expressed
overall satisfaction on the performance and functioning of the Board, its Committees and
the Directors.
FAMILIARISATION PROGRAMMES
The details of programmes to familiarise the Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model/procedures/processes of the Company, etc. through various
programmes are put on the website of the Company and can be accessed at the link:
https://www.easternsugar.in/
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
Eight Meetings of the Board of Directors were held during the year. The particulars of
the meetings held and attended by each Director are detailed in the Corporate Governance
Report.
AUDIT COMMITTEE
During the financial year under review, in view of changes in Directorships of the
Company the Audit Committee of the Company was reconstituted from time to time and the
present Committee comprises of Mr. Chandan Sharma as Chairperson and Mr. Ankita Srivastava
and Mr. Subir Kumar Dey as its members. The terms of reference of the Committee have been
provided in the Corporate Governance Report
NOMINATION & REMUNERATION COMMITTEE
During the financial year under review, in view of changes in Directorships of the
Company the Nomination & Remuneration Committee of the Company was reconstituted from
time to time and the present Committee comprises of Mr. Chandan Sharma as Chairperson and
Ms. Ankita Srivastava and Mr. Subir Kumar Dey as its members.
The Nomination & Remuneration Committee shall identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the
criteria lay down, recommend to the Board their appointment and removal and shall carry
out evaluation of every directors performance. The terms of reference of the committee
have been provided in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the financial year under review, in view of changes in Directorships of the
Company the Stakeholders Relationship Committee of the Company was reconstituted from time
to time and the present Committee comprises of Ms. Khushbu Sharma as Chairperson and Ms.
Ankita Srivastava and Mr. Subir Kumar Dey as its members. The terms of reference of the
committee have been provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
SUBSIDIARIES, JOINT VENTURE COMPANIES
There are no companies which have become or ceased to be its Subsidiaries, Joint
Ventures or companies during the year.
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 point no. 2 & 7 to the Financial
Statement.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
All contracts /arrangements /transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arms length
basis. During the year, the Company had not entered into any contract/
arrangement/transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The
Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions as approved by the Board is available on the Companys website and can be
accessed at https://www.easternsugar.in/
There were no materially significant related party transactions which could have
potential conflict with the interests of the Company at large. Members may refer to Note
18(xi) to the Standalone Financial Statement which sets out related party disclosures
pursuant to Ind AS.
VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities and has put in
place a mechanism of reporting illegal or unethical behavior. In compliance with the
provisions of Section 177(9) of the Companies Act, 2013 and the Listing Regulations, 2015,
the Company has in place a Whistle Blower Policy for its Directors and Employees to report
concerns about unethical behavior, actual or suspected fraud or violation of applicable
laws and regulations and the Companys Codes of Conduct. The concerns may be reported to
the Audit Committee through the Nodal Officer and, in exceptional cases, may also be
reported to the Chairman of the Audit Committee. The confidentiality of those reporting
violations is maintained and they are not subjected to any discriminatory practice. During
the year under review, no employee was denied access to the Audit Committee.
The Whistle Blower Policy may be accessed on the Companys website at the link:
https://easternsugar.in/Whistle-blower-policy.aspx
COMPLIANCE WITH THE CODE OF CONDUCT:
A declaration signed by the Whole time Director affirming compliance with the Companys
Code of Conduct by the Directors and Senior Management, for the financial year 2020-21, as
required under Schedule V of the Listing Regulations, forms a part of this Annual Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
The Company adheres to good governance practices. Corporate Governance at the Company
extends to all stakeholders and is embodied in every business decision. The Company places
prime importance on reliable financial information, integrity, transparency, empowerment
and compliance with the law in letter and spirit. Management Discussion and Analysis
Report, the Corporate Governance Report and the Certificate from the Auditors of the
Company confirming compliance of the conditions of Corporate Governance are annexed hereto
and form a part of the Directors Report.
There is a conscious effort to ensure that the values enshrined in the Codes of Conduct
for the Directors and Senior Management Personnel and the Employees respectively, are
followed in true spirit across all levels of the Company.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2021 is available on the Companys website at
https://easternsugar.in/PDF/anualreturn/Annual_Return_March_2021.pdf
AUDITORS AND AUDITORS REPORT
At the AGM held on September 18, 2017 the Members approved appointment of M/s Saraf
Manoj & Co (FRN 323473E), Kolkata as the Statutory Auditors of the Company to hold
office for a period of five years from the conclusion of that AGM till the conclusion of
the AGM to be held in the year March 31, 2022 subject to ratification of their appointment
by Members at every AGM, if so required under the Act. The requirement to place the matter
relating to appointment of auditors for ratification by Members at every AGM has been done
away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no
resolution is being proposed for ratification of appointment of statutory auditors at this
AGM.
The Statutory Auditor has confirmed that they continue to remain eligible to act as the
Statutory Auditor of the Company.
Observations of the Auditors M/s. Saraf Manoj & Co., Chartered Accountants, on
financial statement of the Company given in the following:
| AUDITORS REMARKS |
OUR COMMENT |
| Non compliance of sections 194-A, 192 & 192-J, of Income Tax Act, 1961 with
respect to TDS on interest other than interest on securities , salary, & fee for
professional & Technical services respectively. The TDS on above have not been
deducted and deposited in time. |
The Sugar factory has not been in operation for last 16 consecutive seasons, hence the
normal working and availability of data is affected, and the Company has not able to
deducted the TDS. |
| Non compliance of generally accepted accounting principles in accounting of Gratuity,
Leave liabilities towards employees, bonus, Professional Taxes, Trade License Fees,
Interest and penalty on delayed deposit of TDS & income from interest on securities
and other deposits as they are accounted for on cash basis. |
Due to non-working in the factory there has been no access to the records of the
employees. Initiative has been taken for the updating of the records and thereafter the
estimation can be made. |
| The Company has not provided depreciation on its Fixed Assets for the period covered
under this audit. The Company has also not provided depreciation on transition to Schedule
II of The Companies Act, 2013.. |
The Sugar factory has not been in operation for last 16 consecutive seasons, hence the
normal working and availability of data is affected. Due to no access of data, company has
been unable to ascertain exact amount of depreciation.. |
FRAUD REPORTING
During the year under review, the Auditors have not reported any matter under Section
143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
Section 134 (3) (ca) of the Act.
SECRETARIAL AUDITORS & REPORT
Your Company appointed CS Meena Chowdhary, Practising Company Secretary, (Membership
No. - ACS 41084 and Certificate of Practice No. 16829) as the Secretarial Auditor of your
Company for F.Y.-2020-21 to conduct the Secretarial Audit pursuant to Section 204 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed as
Annexure and forms part of the Report.
Observations of the Secretarial Auditor are self explanatory and do not call for any
further comments.
SECRETARIAL COMPLIANCE REPORT:
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained
annual secretarial compliance report from Ms. Meena Chowdhary (Membership No. ACS 41084
and CP No. 16829), Company Secretary in Practice, Kolkata and the same was submitted to
the stock exchanges within the prescribed time limits. The Annual Secretarial Compliance
Report duly signed by the Company Secretary in Practice is available on the Companys
website at
https://easternsugar.in/annual-secretarial-compliance/AnnualSecretarialComplianceMarch_2021.pdf
BUSINESS RISK MANAGEMENT
The main identified risks at the company are commercial risks, financial risks,
operational risks and legal & regulatory risks. Your company has established a
comprehensive risk management system to ensure that risk to the companys continued
existence as a going concern and to its development are identified and addressed on timely
basis. Risk management strategy as approved by the board of directors is implemented by
the company management.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING
As the manufacturing operation of the Company has been discontinued long ago, and since
the company doesnt have any manufacturing facilities and is not engaged in the
manufacturing activity, the prescribed information regarding compliance of rules relating
to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the
Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is not
provided.
The Company does not have any Foreign Exchange Earnings and outgo in the year under
review.
REMUNERATION POLICY
The Board has, on the recommendation of the nomination & remuneration Committee
framed a policy for selection and appointment of Directors, senior management and their
remuneration. The Remuneration Policy is available on the Companys website at
https://www.easternsugar.in/
EMPLOYEES INFORMATION AND RELATED DISCLOSURES
As required under Section 197(12) of the Companies Act, 2013 read with the Rules 5(1),
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, disclosures of remuneration and other details/particulars of the Directors
and employees of the Company are provided in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(5) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March
31, 2021, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and
judgement and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company as at March 31, 2021 and of the
profit/(loss) of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls to be followed by the Company have been laid
down and that the financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. During
the year under review, there was no case file pursuant to the Sexual Harassment of Women
at workplace (Prevention, Prohibition And Redressal) Act , 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
DE-MATERIALISATION OF SHARES:
The Companys equity shares are available for de-materialization on both the
depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading
in your Companys shares mandatory, in de-materialized form. As on March 31, 2021,
26316000 equity shares representing 90.28% of your Companys Equity Share Capital have
been de-materialised.
LISTING AT STOCK EXCHANGE:
The Shares of the Company are listed on BSE Ltd., Mumbai and National Stock Exchange of
India Ltd.
However, trading of shares of the Company at the BSE Ltd., and National Stock Exchange
of India Ltd. is suspended and necessary applications for revocation of suspension have
been made and revocation is awaited. Annual Listing fee upto financial year 2020-21 has
already been paid.
EMPLOYEE RELATIONS:
During the year under review, the relations between the Management and the workmen were
cordial, except witness of recent agitation. The management of the Company in confident to
solve the problem soon.
INVESTOR RELATIONS:
Your Company always endeavors to keep the time of response to Shareholders
requests/grievance at the minimum.
Priority is accorded to address all the issues raised by the Shareholders and provide
them a satisfactory reply at the earliest possible time. The Shareholders Grievance
Committee of the Board meets periodically and reviews the status of the redressal of
Shareholders Grievances. The Shares of the Company continue to be traded in Electronic
Form and the De-materialization arrangement exists with both the depositories, viz.,
National Depository Limited and Central Depository Services (India) Limited.
ACKNOWLEDGEMENT:
Yours Directors wish to place on record the sincere and dedicated efforts of all the
members of the Companys team which has throughout the year remained active. Your
Directors also take this opportunity to offer their sincere thanks to Financial
Institutions, Banks, other Government Agencies, our valued customers and the investors for
their continued support and assistance. The employees of your Company continued to display
their unstinted devotion, cooperation. Your Directors take this opportunity to record
their appreciation for the same. Your Directors also express their profound thanks to the
Shareholders for their faith and continued support to the endeavors of the Company.
|
For and Behalf of Board of Directors |
|
Sd/- |
|
Shirish Goswami |
|
Whole Time Director |
|
DIN: 02899135 |
|
Sd/- |
| Place: Kolkata |
Subir Kumar Dey |
| Date: 14.08.2021 |
Director |
|
DIN: 08945343 |
+91-9892691696
