To
The Members,
Your Directors present the Annual Report of Kesar Enterprises Limited (the Company)
along with the audited financial statements for the financial year ended March 31, 2023.
1. Financial Highlights
(Rs In Lakhs)
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
Profit / (Loss) before interest, depreciation & taxation |
225.01 |
1,536.87 |
| Less: Finance Cost |
2731.72 |
2,571.58 |
Profit / (Loss) before Depreciation & Taxation |
(2506.71) |
(1,034.71) |
| Less: Depreciation and Amortisation Expense |
1898.87 |
1837.48 |
| Less: Taxation / Deferred Tax |
- |
16.94 |
Profit / (Loss) for the year |
(4405.58) |
(2,889.13) |
Other Comprehensive Income |
|
|
| Items that will not be reclassified to profit or loss: |
|
|
| (i) Actual loss on defined benefit obligation |
(70.91) |
(5.65) |
| (ii) Effect of measuring investment at fair value |
(7.70) |
(22.36) |
Net Profit or (Loss) for the year |
(4484.19) |
(2,917.14) |
For the Financial Year 2022-23, there is a loss of Rs 4,405.58 lakhs as against a loss
of Rs 2,889.13 lakhs in the previous year. After taking into account the effect of other
Comprehensive Income based on Ind-AS norms, there is a loss of Rs 4,484.19 lakhs for the
Financial Year 2022-23 as against a loss of Rs 2,917.14 lakhs in the previous year.
Over the last few years, the Sugar Industry has faced severe difficulties on account of
high sugar cane prices set by the State Government, lower sugar prices and consequential
inadequate recovery of cost of production. These factors have adversely affected the
Companys operations and financial performance.
2. Companys Operational Performance (Financial Year 2022-23) Sugar Division
The crushing for the Season 2022-23 started on 31-10-2022 i.e. 9 days earlier, after
considering the cane maturity factor etc., as compared to 08-11-2021 in the previous
season, and ended on 26-04-2023 i.e. 15 days earlier, as against 11-05-2022 in the
previous season.
During the season, the plant has crushed 115.99 lakh quintals of sugarcane in 177 days
as against 115.39 lakh quintals in 185 days in the previous season. The crushing was
higher by 0.60 lakh quintals during the season, which was second highest crushing in the
history of the Company, since its inception. Though, this year the total cane area was
higher at 30,983 hectare as compared to 28,430 hectares in previous season, the cane yield
per hectare was slightly lower at 551 quintals per hectare as compared to 597 quintals per
hectare in the previous season. The overall sugar recovery was 10.49%, which is same to
that of previous season. During the season, the sugar production was 12.16 lakh quintals,
as against 12.10 lakh quintals in the previous season. For the sugar season 2022-23, the
Central Government had announced a Fair & Remunerative Price [FRP] of sugarcane at Rs
305/- a quintal at a base recovery of 10.25%, with a premium of Rs 3.05 per quintal for
every 0.1% increase above 10.25% in the final recovery achieved by respective sugar
factory. However, the Government of Uttar Pradesh has not increased their State Advised
Price (SAP) of Sugarcane this season and has retained the same at Rs 340/- a quintal for
normal variety. On the basis of FRP and our recovery of 10.49%, the cane price works out
to be Rs 312.32 per quintal, as against which, the Company has to pay Rs 350 per quintal
for early variety of cane based on SAP.
During the last few years, the cost of production in the State of Uttar Pradesh (UP)
was the highest in the country, which rendered the UP Sugar Industry unviable,
cash-starved and uncompetitive. There is an urgent need to rationalize the cane pricing
policy in the State of UP and adopt a ‘linkage formula as recommended by the
Rangarajan Committee linking sugar cane price to sugar realisation. This is the only
long-term solution for stability & viability of the Sugar industry. Indian Sugar Mills
Association (ISMA) and UP Sugar Mills Association (UPSMA) have been in discussion on this
issue with Central Government. However, the said issue is yet to be decided.
During the Season 2022-23, Molasses produced was 5.28 lakh quintals as against 5.07
lakh quintals in the previous season. The UP Government had announced the Molasses Policy
for 2022-23 (November-October), wherein the molasses reservation ratio for the country
liquor manufacturers had been retained at 20.00%, which is the same as that for the
previous season.
During the year under review, there is a moderate increase in sugar selling price, as
compared to the previous year. However, the increase in the sugar realisation is much
lower than the impact of increase in the cane price. Although the Government had approved
an increase in Minimum Selling Price (MSP) for sugar 4 years ago, it did not introduce it,
resulting into lower realization.
Power Division
During the Sugar Season 2022-23, the Plant started on 20-10-2022 as against 05-11-2021
in the previous season and operated till 30-04-2023, as against 15-05-2022 in previous
season. Like previous season, this season also, the Company planned to stop the power
plant immediately after the closure of sugar plant operations and not to run the power
plant during off-season on account of reduced, unviable power tariff. The Plant consumed
2.82 lakh MT of bagasse and 0.39 lakh MT of alternate fuel to generate 1.39 MW power as
against 2.97 lakh MT of bagasse and 0.28 lakh MT of alternate fuel to generate 1.33 lakh
MW power in the previous Season. The total power exported to Uttar Pradesh Power
Corporation Limited (UPPCL) was 0.94 lakh MW amounting to Rs 30.70 Crores as against 0.86
lakh MW amounting to Rs 31.66 Crores in the previous Season. The Uttar Pradesh Electricity
Regulatory Commission vide notification dated 25.07.2019 reduced the power purchase rates
of bagasse-based power plants with effect from 01.04.2019 from Rs 5.86 per unit to Rs 3.76
per unit. As per this notification, power purchase rate with effect from 01.04.2022 has
become Rs 3.33 per unit. The sugar industry has filed a writ petition to challenge such
reduction in power rates before the Honble High Court, which has been admitted, as at
present rates running of power plant is almost an unviable proposition.
Spirits Division
During the year, Distillery plant was operated at its full capacity of 45 KLPD, as per
the guidelines of Pollution Control Board (PCB). Below given are the comparative figures
of two seasons:
Product |
UoM |
2022-23 (Upto 30 May 2023) |
2021-22 |
| Molasses Consumed |
Lakh Qtl |
3.59 |
2.57 |
| Rectified Spirit (RS) |
Lakh BL |
83.02 |
57.34 |
| Ethanol |
Lakh BL |
0.00 |
6.73 |
| DS / SDS |
Lakh BL |
81.16 |
43.07 |
With a view to capitalise change in the market scenario, the Company has not offered
any quantity of Ethanol to Oil Marketing Companies (OMCs) and has decided to supply RS /
SDS directly in the open market. Till 30.05.2023, the Company has supplied 81.00 Lakh BL
of RS /SDS as against 42.84 Lakh BL of RS / SDS BL supplied during the whole of year
(November 2021 to October 2022). The current years average realisation of RS / DS / SDS
is around Rs 52.90 per BL as compared to the landed rate of Rs 49.41 / BL offered by OMCs
for Ethanol produced from C Final molasses.
3. Expectations from Financial Year 2023-24 Sugar Division
The crushing for Season 2023-24 is expected to start in the last week of October 2023 /
1st week of November 2023 depending upon the cane maturity status and other
relevant factors.
During the Financial Year 2023-24, the sugar price is expected to be steady due to
expected low level of opening stock of sugar. This may result into the Company generating
better operational margins gradually. The industry outlook is positive in the short term
and long term with sugar prices expected to be stable as there is lot of focus on reducing
/ curtailing sugar production, and to manufacture Ethanol directly from sugar syrup,
besides diverting from C Heavy to B Heavy molasses, in addition to the focus on Exports.
Spirits Division
With the completion of installation of incineration boiler during the Financial Year
2021-22, the focus will now be on Distillery expansion project of installing a new 80 KLPD
MPR plant. Although the original plan was to complete this 80 KLPD plant by September
2022, it got deferred due to certain factors, but it is expected to be executed very soon.
Once, 80 KLPD plant gets commissioned, the Company will start running the Distillery at
its new capacity of 80 KLPD, which can go upto 96 KLPD with B Heavy molasses. With the
higher sales revenue /margin from B Hy molasses, the Company is hopeful of a better
performance of its Spirit division, with commissioning of the 80 KLPD plant during next
season. Till such time, the Company will continue to run its Distillery at 45 KLPD
capacity.
Power Division
The Cogen Power Plant will start in the last week of October 2023 and will be operated
till the end of sugar crushing season 2023-24.
4. Dividend
Considering the financial position of the Company, your directors have not recommended
any dividend for the financial year 2022-23.
5. Transfer to Reserves
No amount is proposed to be transferred to reserves during the year under review.
6. Share Capital
As on March 31, 2023, the Paid-up Share Capital of the Company was Rs 1007.97 lakhs.
During the year under review, the Company has not issued any shares. The Company has no
Employee Stock Option Scheme in existence.
7. Directors Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 (the
Act), the Board of Directors to the best of their knowledge hereby state that:
i) in preparation of the annual accounts for the financial year ended on March 31,
2023, 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 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 loss for that period;
iii) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the 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 for the financial year ended on
March 31, 2023 on a going concern basis;
v) the Directors had laid down proper internal financial controls in place and that
such internal financial controls were adequate and were operating effectively;
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.
8. Number of Meetings of the Board
Five (5) meetings of the Board of Directors were held during the year under review. For
details of meetings of the Board of Directors, Members may kindly refer to the Corporate
Governance Report, which is a part of this report.
9. Audit Committee
As on March 31, 2023, the Audit Committee comprised of Four (4) members, including
Three (3) Independent Directors and One (1) Executive Director. Further details of the
Audit Committee are provided in the Corporate Governance Report, which forms part of this
report.
During the year under review, there were no instances where recommendations of the
Audit Committee were not accepted by the Board.
10. Directors & Key Managerial Personnel
As on March 31, 2023, 66.67% of the Board comprised of Independent Directors. List of
Directors as on 31st March 2023 is provided in Corporate Governance Report,
forming part of this Report.
During the year under review, Shri Devendra J Shah (DIN: 03095028) was appointed as an
Additional Director in the category of Non-Executive Non- Independent Director, by the
Board of Directors at their meeting held on 11.08.2022 w.e.f. 12.08.2022 on the basis of
recommendation of the Nomination & Remuneration Committee, in terms of provisions of
Section 161 of the Companies Act, 2013, to hold office up to the date of ensuing 87th
Annual General Meeting (AGM). At the 87th AGM held on 20.09.2022, appointment
of Shri Shah as Non-Executive Non- Independent Director was approved by the Members.
Further, Shri Harsh R Kilachand (DIN: 00294835) was re-appointed as Whole Time Director
(designated as Chairman and Managing Director) for a period of three years from 14.08.2022
to 13.08.2025, by the Board of Directors at their meeting held on 25.07.2022, which was
approved by the Members at 87th AGM held on 20.09.2022. During the year under review, Shri
Anilkumar S Ruia (DIN: 00296622), Independent Director of the Company resigned from the
position of Independent Director of the Company with effective from 5.09.2022, citing
health issues. Pursuant to Section 152 of the Act, Shri Devendra J Shah (DIN: 03095028)
shall retire by rotation at the 88th AGM and he being eligible offers himself for
re-appointment. A resolution seeking shareholders approval for his re-appointment along
with other necessary details forms part of Notice of 88th AGM. Pursuant to the
provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meets the criteria of Independence as laid down under
Section 149(6) of the Act along with the rules framed thereunder and Regulation 16 (1) (b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
Listing Regulations). There has been no change in the circumstances affecting their
status as Independent Directors of the Company. The Independent Directors have confirmed
compliance with the Code for Independent Directors prescribed in Schedule IV to the Act
and also, with the Code of Conduct for Directors and Members of Senior Management
formulated by the Company.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses, if any, except in case of Shri Devendra J. Shah who continues
to work as Consultant in professional capacity, in compliance with law.
During the year under review, Shri Sharat Mishra, who was working at a designation of
President, was appointed as Chief Operating Officer (designated as Key Managerial
Personnel under the Act). Pursuant to the provisions of Section 203 of the Act, Shri Harsh
R Kilachand (Chairman & Managing Director), Shri Sharat Mishra (Chief Operating
Officer), Shri Rohit Balu (Chief Financial Officer) and Shri Gaurav Sharma (Company
Secretary & Assistant Vice President -Legal) are the Key Managerial Personnel of the
Company as on 31st March 2023. The Directors and Key Managerial Personnel have
confirmed that during the year under review, none of them have entered into any agreement
for himself / herself or on behalf of any other person, with any shareholder or any other
third party with regard to compensation or profit sharing in connection with dealings in
the shares of the Company.
11. Details of Familiarisation Programmes
Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company
familiarises the Independent Directors through various programmes, from time to time, with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company etc. The details of
Familiarization Programmes imparted to Independent Directors are placed on the Companys
website on
https://www.kesarindia.com/pdf/Policies/Details%20of%20Familiarisation%20Programme.pdf
12. Board Evaluation
The Board of Directors have carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as composition and structure of the Board,
effectiveness of the Board processes, information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The performance of individual directors was evaluated by the Board on the basis of
criteria such as the contribution of each director to the Board and Committee Meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.
In a separate meeting of independent directors, performance of the Board as a whole,
Board Committees and Chairman & Managing Director of the Company was evaluated.
Performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated.
13. Policy on directors appointment and remuneration and other details
The Companys policy on appointment of directors, key managerial personnel and senior
management and their remuneration is available on the Companys website onhttps://www.kesarindia.com/corporate_governance.html
The policy on remuneration has also been disclosed in the Corporate Governance Report,
which is a part of this report as an annexure.
14. Corporate Social Responsibility (CSR)
Although, the provisions of Section 135 of the Act are not applicable to the Company at
present, the Company has a Corporate Social Responsibility Committee. The Composition of
the committee is provided in Corporate Governance Report, forming part of this report.
In view of losses incurred by the Company for past many years, while the Company was
not required to spend any amount during the financial year 2022-23 in terms of provisions
of Section 135, the Company carried out various CSR activities during the year under
review, including the following:
Imparting training to Girls from rural areas for sewing Cloths
Distribution of Blankets/Quilts during winter season, among needy people
Organizing Eye Testing, Blood Donation and Blood testing Camps
15. Internal Financial Control Systems and their Adequacy
The Company has adequate Internal Financial Control Systems in place. The details in
respect of internal financial control and their adequacy are included in the Management
Discussion and Analysis Report, which is a part of this report.
16. Risk Management
Your Company has formulated a risk management policy to identify, evaluate and mitigate
various kinds of risks. The Audit Committee has oversight in the area of financial risks
and controls. A detailed statement indicating the development and implementation of the
risk management policy for the Company, including identification of various elements of
risk, is part of the Management Discussion and Analysis Report, forming part of this
report.
17. Statutory Auditors & Secretarial Auditors
At the 85th Annual General Meeting of the Company held on 11 September 2020,
M/s. V. C. Shah & Co., Chartered Accountants were appointed as statutory auditors of
the Company to hold office for a term of 5 (Five) years from the conclusion of the 85th
Annual General Meeting till the conclusion of 90th Annual General Meeting of
the Company to be held in year 2025.
The Board of Directors had, at its meeting held on 14th February 2023,
appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as secretarial
auditors of the Company to undertake the secretarial audit for the financial year 2022-23,
in terms of the provisions of Section 204 of the Act.
18. Statutory Auditors Report and Secretarial Auditors Report
The Statutory Auditors have submitted their Report for the year ended on 31st
March 2023, which has been taken on record by the Board of Directors. There is no
qualification, reservation or adverse remark in the Statutory Auditors Report. No frauds
have been reported by the Statutory Auditors during the financial year 2022-23. The
Statutory Auditors Report forms part of this annual report.
The Secretarial Auditors have also submitted their Report for the year ended on 31st
March 2023. There are two instances of non-compliances highlighted in the Secretarial
Audit Report; responses to the same are as follows:
(a) In respect of non-compliance under Regulation 33 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the members may kindly note that the
Company was not able to file its audited financial results for the financial year ended on
31st March, 2022 with the Stock Exchange within the period stipulated under Regulation 33
of the said Regulations, in view of enhanced disclosures requirements under amended
Schedule III, enhanced reporting requirements as per new Companies (Auditors Report)
Order, 2020 as well as delay in collation of financial data and hence, it could also not
hold any Board Meeting during the quarter ended 30th June 2022, in deviation
with the requirement under Regulation 17 (2) of the said Regulations. A letter dated 25th
May 2022 was also submitted to Stock Exchange (BSE), in compliance of SEBI Circular dated
CIR/CFD/ CMD-1/142/2018 dated 19th November 2018. The audited financial results
for the financial year ended on 31st March 2022 were approved and taken on
record at the Board Meeting held on 25th July 2022 and filed with the Stock
Exchange on 25th July 2022. The Company has paid the fine which was imposed by
BSE in terms of Standard Operating Procedure prescribed in SEBI Circular titled "Non-compliance
with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of
trading of specified securities"dated 22nd January 2020.
(b) In respect of non-compliance under Regulation 17(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the members may kindly note that due to
reasons stated in paragraph (a) above, the Company could not hold any Board Meeting during
the quarter ended 30th June 2022, in deviation with the requirement under
Regulation 17 (2) of the said Regulations. The Company held the Board Meeting on 25th
July 2022. The Company has paid the fine which was imposed by BSE in terms of Standard
Operating Procedure prescribed in SEBI Circular titled "Non-compliance with
certain provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of
trading of specified securities"dated 22nd January 2020. No frauds
have been reported by the Secretarial Auditors during the financial year 2022-23.
The Secretarial Audit Report is annexed to this report as "Annexure I".
19. Cost Audit
The Company is required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Act and the same have been made and maintained
in accordance with the said provision.
Pursuant to Section 148 of the Act, the Board of Directors had appointed Shri Rishi
Mohan Bansal, Cost Accountant as Cost Auditor of the Company to conduct the audit of cost
records maintained by the Company relating to Sugar, Industrial Alcohol and Electricity
Divisions for the year ended on 31st March 2023. The Cost Audit Report when
received from the Cost Auditor for year ended on 31st March 2023, shall be
considered and examined by the Board and submitted to Central Government within stipulated
time.
Based on recommendation of the Audit Committee, the Board of Directors have, at their
meeting held on 30th May 2023, appointed Shri Rishi Mohan Bansal, Cost
Accountant as Cost Auditor of the Company to conduct the audit of cost records maintained
by the Company relating to Sugar, Industrial Alcohol and Electricity Divisions for the
year ending on 31st March 2024. In pursuance of Section 148 (3) of the Act read with Rule
14 of the Companies (Audit and Auditors) Rules, 2014, a resolution seeking to ratify the
payment of remuneration to the Cost Auditor for the financial year ending on 31st March
2024 forms part of Notice of ensuing 88th AGM.
20. Vigil Mechanism
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in accordance with Section 177(9) of the Act and
Regulation 22 of the Listing Regulations, to report concerns about any violation of legal
or regulatory requirements, misrepresentation of any financial statement and to report
actual or suspected fraud or violation of the Code of Conduct of the Company.
The Policy allows the Whistle Blowers to have direct access to the Chairman of the
Audit Committee in exceptional circumstances and protects them from any kind of
discrimination or harassment. This Policy is available on the Companys website on https://www.kesarindia.com/corporate_governance.html
21. Transactions with Related Parties
None of the transactions with related parties fall under the scope of Section 188(1) of
the Act. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the
financial year 2022-23 and hence, does not form part of this report.
A policy of Related Party Transactions as approved by the Audit Committee and the Board
of Directors is placed on the Companys website onhttps://www.kesarindia.com/corporate_governance.html
22. Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments as per Section 186 of the Act by
the Company, have been disclosed in the financial statements.
23. Deposits from Public
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
24. Credit Facilities
During the year under review, no credit facilities were obtained by the Company from
any bank or financial institution. During the year under review, the Board of Directors
have, at their meeting held on 29th March 2023, approved One Time Settlement
(OTS) with UCO Bank, with OTS amount to be paid in instalments over a period of time as
per terms of sanction issued by the Bank and accepted by the Company. As on date of this
report, the Company is in compliance with the OTS terms. The loan was availed by the
Company from UCO Bank for setting up of 44MW bagasse based Co-generation power project
adjoining the Companys sugar factory at Baheri. Since, the loan was taken for the new
project, no valuation was done by the Bank at the time of sanctioning the loan. Therefore,
the difference between the valuations at the time of sanction and at the time of one-time
settlement cannot be ascertained. Consequentially, disclosure regarding the details of
difference between amount of valuation done at the time of one-time settlement and the
valuation done while taking loan, in terms of Rule 8 (5) (xii) of the Companies (Accounts)
Rules, 2014, is not applicable.
25. Insurance
The Company has taken adequate insurance for all its properties.
26. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March 2023 is available on the Companys website on http://www.kesarindia.com/communications.html
27. Prevention of Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 on
prevention of Insider Trading, your Company has a comprehensive code which lays down
guidelines and advises the Directors, Key Managerial Personnel and other designated
persons on procedures to be followed and disclosures to be made, while dealing in
securities of the Company. The Companys Code of Conduct for the Directors and Members of
Senior Management, also makes it a duty on the part of the Directors and Members of Senior
Management to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015,
while trading in securities of the Company.
28. Policy for Prevention of Sexual Harassment
The Company has complied with the provisions relating to constitution of an Internal
Complaint Committee (ICC) for prevention and redressal of complaints / grievances on the
sexual harassment of women at workplaces under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company did not receive any complaint on sexual
harassment.
29. Compliance with Secretarial Standards
Your directors state that applicable provisions of Secretarial Standards i.e. SS-1 and
SS-2 issued by the Institute of Company Secretaries of India, relating to ‘Meetings
of the Board of Directors and ‘General Meetings, respectively have been duly
followed by the Company.
30. Material Changes & Commitments Affecting Financial Position between the end of
the financial year & Date ofthis Report
In the opinion of the Board of Directors, there are no material changes &
commitments affecting the financial position of the Company between the end of financial
year 2022-23 and date of this report.
31. Significant and Material Orders passed by the Regulators, Courts and Tribunals
There are no significant and material orders passed by any regulator or court or
tribunal impacting the going concern status and companys operations in future, as on the
date of this report, subject to the following:
(a) During the financial year 2021-22, UCO Bank had filed application u/s 7 of
Insolvency and Bankruptcy Code, 2016 before Honorable National Company Law Tribunal
(NCLT), Mumbai Bench, seeking initiation of Corporate Insolvency Resolution Process of the
Company. The said application is pending before NCLT as on date of this report. The said
application was last listed on 19th May 2023 before NCLT, Mumbai. During the
course of hearing, NCLT Bench has directed the bank to file application for withdrawal of
application filed by the Bank u/s 7 in view of OTS entered into between the Bank and the
Company, which shall be placed before the Bench on 13th June 2023 for orders.
(b) During the year under review, in respect of land owned by the Company in Village
Khurpia, Tehsil Kiccha, District Udham Singh Nagar, Tehsildar , on an application of a
third party, passed an order dated 6th February, 2023, deleting the name of the
Company as owner and entering the name of a third party as owner, in Khatauni (which is
the revenue record of the local district). On the strength of the said order dated 6th
February 2023, the third party also filed original suit before Ld. Senior Civil Judge,
District Udham Singh Nagar, Uttarakhand, seeking permanent injunction against the Company
in respect of the said land. Ld. Senior Civil Judge granted temporary injunction against
the Company via order dated 3rd March 2023. These orders have been challenged
by the Company at appropriate forums including through writ petition filed by the Company
before Honble High Court of Uttarakhand at Nainital, which are pending for adjudication,
as on the date of this report.
32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Particulars with respect to conservation of energy and technology absorption pursuant
to Section 134(3)(m) of the Act are provided in "Annexure II" forming
part of this Report. During the year under review, there were no Foreign Exchange Earnings
and Outgo.
33. Particulars of Employees
Information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect
of employees on the payroll of the Company in India, is provided as "Annexure
III" to this report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the said annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company Secretary.
34. Management Discussion & Analysis Report and Corporate Governance Report
Management Discussion & Analysis Report and Corporate Governance Report prepared in
accordance with Schedule V of the Listing Regulations form part of this Report as Annexure
IV and Annexure V respectively.
The Company has complied with the requirements as stipulated under Regulation 34 of the
Listing Regulations. A Certificate from the Secretarial Auditors regarding the compliance
of conditions of corporate governance, is annexed to Corporate Governance Report.
35. Acknowledgements
The Directors thank the Companys employees, customers, vendors and members for their
continuous support. The Directors also thank the Government of India, Government of
Maharashtra and Government of Uttar Pradesh and concerned Government departments and
agencies for their co-operation.
|
On behalf of the Board of Directors |
|
Harsh R Kilachand |
30th May 2023 |
Chairman & Managing Director |
|
DIN: 00294835 |
+91-9892691696
