Dear Members,
Your Directors present herewith the 9th Annual Report on the business
& operations of the Company along with the Audited Statement of Accounts for the
financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
H ( in lakhs)
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from Operations (Gross) |
95,341.98 |
99,505.83 |
| Profit before Finance Costs, Tax, Depreciation and
Amortization |
13,264.53 |
12,714.88 |
| Less: Depreciation & Amortization Expenses |
2,519.49 |
2,092.01 |
| Finance Costs |
3,035.97 |
3,977.97 |
| Profit/(Loss) Before Tax |
7,709.07 |
6,644.90 |
| Less: Provision for Tax |
|
|
| Current Tax |
1,337.85 |
1,147.06 |
| Deferred Tax Charge |
1,345.07 |
896.05 |
| Profit/(Loss) After Tax |
5,026.15 |
4601.71 |
2. OPERATING PERFORMANCE
A detailed analysis of the Companys operations, future
expectations and business environment has been given in the Management Discussion &
Analysis Report which is made an integral part of this Report and marked as
"Annexure A".
3. FINANCIAL PERFORMANCE 2022_23
The Company recorded Total Revenue of H 95,522.34 lakhs (including
other income aggregating to H180.36 lakhs) during the financial year ended 31st March,
2023. The Revenue from Operations (Gross) of the Company for the year 2022-23 stood at H
95,341.98 lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for
the year under review stood at H 13,264.53 lakhs representing 13.89% of the total revenue.
There is no change in the nature of business of the Company. There were
no significant or material orders passed by regulators, courts or tribunals impacting the
Companys operation in future. There were no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year i.e. 31st March 2023 and date of this report.
4. DIVIDEND
Your Board has recommended a dividend of H7/- per share on Equity
Shares (70%) for the financial year 2022-23 to the Members of your Company. The proposal
is subject to the approval of the Members at the 9th Annual General Meeting (AGM) of your
Company scheduled to be held on July 27, 2023. The dividend will entail a cash outflow of
H 986.41 lakhs (previous year H 915.96 lakhs).
As permitted under the provisions of the Companies Act, 2013("the
Act"), the Board does not propose to transfer any amount to General Reserve
5. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from the
public under Chapter V of the Act. There was no public deposit outstanding as at the
beginning and at end of the financial year 2022-23.
6. SHARE CAPITAL
The Authorized Share Capital of the Company stood at
H40,10,00,000/-(Rupees Forty crore and ten lakhs) divided into 2,51,00,000 (Two crore _fty
one lakhs) Equity Shares of H 10/- (Rupees ten) each and 15,00,000 (Fifteen lakhs)
Preference Shares of H100/- and there is no change in the authorised
capital. The Issued and Subscribed Share Capital of your Company, as on 31st March, 2023,
stands at H 14,09,16,300/- (Rupees Fourteen crores nine lakhs sixteen thousand three
hundred only) divided into 1,40,91,630 Equity Shares of H10/- each.
7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary company or any associate
company or any joint venture with any person. However, the Company has in place a policy
for determining material subsidiaries in line with the requirement of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulations) as amended from time to time. The said Policy is
being disclosed on the Companys website at the weblink
http://birla-sugar.com/Assets/Magadh/Magadh-Sugar-Policy-for-Determining-Material-Subsidiaries.pdf.
8. CREDIT RATING
India Ratings and Research - a Credit Rating Agency, has assigned the
Credit Rating IND A with respect to long-term bank facilities whereas short-term bank
facilities rating has been assigned rating of IND A1.
9. HUMAN RESOURCES
The Company continued to create a productive, learning and caring
environment by implementing robust and comprehensive HR processes, fair transparent
performance evaluation and taking new initiatives to further align its Human Resource
policies to meet the growing needs of its business.
10.DIRECTORS
The Board of Directors comprises of six Non-Executive Directors having
experience in varied fields and a Whole time Director. Out of six Non-Executive Directors,
five are Independent Directors and one is Promoter Director. Mr Chandra Shekhar Nopany is
the Promoter Chairperson of the Company. Mr. Chandra Shekhar Nopany will retire by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment as Director of the Company. The Company has received necessary declaration
from each Independent director under Section 149(7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013
read with Regulation 25 of the Listing Regulations. The Board of Directors is of the
opinion that the Independent Directors are persons of integrity with high level of ethical
standards, they possess requisite expertise and experience for appointment as Independent
Director of the Company. All the Independent Directors are exempt from the requirement to
undertake online proffciency self-assessment test conducted by the Indian Institute of
Corporate Affairs.
Other information on the Directors including required particulars of
Director retiring by rotation is provided in the Notice convening the Annual General
Meeting.
In pursuance of the provisions of the Companies Act, 2013 and according
to Regulation 25(3) of the Listing Regulations the Performance Evaluation Criteria has
been laid down for effective evaluation of performance of the Board of Directors, the
Committees thereof and individual Directors including the Chairperson of the Company.
After detailed discussion at Board level as well as taking input from each Director,
Nomination and Remuneration Committee finalized the format / questionnaires containing
various parameters to evaluate the performance of Board and its committee(s), Individual
Directors and Chairperson of the Company.
The performance evaluation parameters are based on their roles and
responsibilities, contribution to the Companys goals, decision making process, flow
of information and various other aspects. The evaluation of performance of the Board as a
whole, Committees of the Board, individual Directors including the Chairperson of the
Company was carried out for the Financial Year 2022-23. Nomination and Remuneration
Committee evaluated the performance of the individual Director. The Independent Directors
in their separate meeting held on 13th March, 2023 carried out the evaluation of the Board
of Directors as a whole, Chairperson of the Company and Non-Independent Directors.
The evaluation of Independent Directors was carried out without the
presence of concerned Director. The Chairperson of Nomination and Remuneration Committee
has submitted report of the respective evaluations to the Chairperson of the Company.
Based on the questionnaires received from the Directors and considering the reports of
Chairperson of Nomination and Remuneration Committee, the Board has evaluated its own
performance and that of its committees and individual directors including independent
directors.
A certificate obtained by the Company from a company secretary in
practice, confirming that none of the Directors on the Board of Directors of the Company
have been debarred or disqualified from being appointed or continuing as director of
companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or
any such statutory authority, is enclosed as "Annexure E" to this Report.
11. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company as on 31st March, 2023 are
as under: a. Mr. Chandra Mohan, Whole time Director b. Mr. Sudershan Bajaj, Chief
Financial Officer c. Mr. S Subramanian, Company Secretary
All Directors, Key Managerial Personnel and Senior Management of the
Company have confirmed compliance with the Code of Conduct applicable to Directors &
employees of the Company and a declaration to the said effect by the Whole-time Director
is made part of Corporate Governance Report which forms part of this report. There has
been no change in this policy during the year under review. The Code is available on the
Companys website at the weblink http://birla-sugar.com/Assets/Magadh/
Magadh-Sugar-Code-of-Conduct.pdf .All Directors have confirmed compliance with the
provisions of Section 164 of the Companies Act, 2013.
12. FAMILIARISATION PROGRAMME
Periodic presentations are made at the Board Meetings, business,
performance updates & business strategy of the Company. The details of the
familiarisation programme (other than through meeting of Board and its Committees)
imparted to Independent Director are uploaded on the website of the Company and available
at the weblink http:// www.birla-sugar.com/Assets/Magadh/MSEL-Famprog%20 22-23.pdf
13. REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Companies Act,
2013 and Listing Regulations, the Company has formulated a Remuneration Policy. There has
been no change in this policy during the year under review and a copy of the said Policy
is available at the website of the Company at the weblink
http://www.birla-sugar.com/Assets/Magadh/ Magadh%20Sugar%20-%20Nomination%20and%20
Remuneration % 20 Policy.pdf The Remuneration Policy,inter-alia,includestheappointment
criterion & qualification requirements, process for appointment & removal,
retirement policy and remuneration structure & components, etc. of the Directors, Key
Managerial Personnel (KMP) and other senior management personnel of the Company. As per
the Remuneration Policy, a person proposed to be appointed as Director, KMP or other
senior management personnel should be a person of integrity with high level of ethical
standards. In case of appointment as an independent director, the person should fulfil the
criteria of independence prescribed under the Companies Act, 2013, rules framed thereunder
and the Listing Regulations. The Remuneration Policy also contains provisions about the
payment of fixed & variable components of remuneration to the Whole-time Director and
payment of sitting fee & commission to the non-executive directors.
14. CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company believes in long term strategy to contribute to the
well-being and development of the society especially the rural population around its
plants at Narkatiaganj, Sidhwalia and Hasanpur. As part of its CSR initiatives, the
Company is working mainly in the areas of imparting School Education, Technical &
Vocational Education, Rural Development, Community Healthcare etc. This multi-pronged CSR
approach is showing notable improvement in the quality of life of rural population. The
Company continues to spend to support local initiatives to improve infrastructure as well
as support in other corporate social responsibilities. The CSR Policy as approved by the
Board is available on Companys weblink http://birla-sugar.com/Assets/Magadh/
Magadh-Sugar-CSR-Policy.pdf There has been no change in this policy during the year under
review. The composition and terms of reference of Corporate Social Responsibility
Committee are given in the Corporate Governance Report.
The Annual Report on CSR activities (including the details of the
development and implementation of the Corporate Social Responsibility Policy) as
prescribed under Section 135 of the Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached as "Annexure I " to this
Report. For the purpose of Section 135 of the Companies Act, 2013, the amount equivalent
to 2% of the average net profits of the Company made during the immediately preceding
three financial years works out to H148.10 lakhs. As against this, the Company has spent H
150.50 lakhs on CSR projects / programs during the Financial Year 2022-23.
15. BOARD MEETINGS
A calendar of Meeting is prepared and circulated in advance to the
Directors. The Board evaluates all the decisions on a collective consensus basis amongst
the Directors. During the financial year ended 31st March 2023, 5 (Five) Meetings of the
Board of Directors of the Company were held. The details of the Board Meetings held during
the year under review are given in the Corporate Governance Report forming a part of this
Annual Report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the Listing Regulations.
The Company has complied with the applicable Secretarial Standards
prescribed under Section 118(10) of the Companies Act, 2013.
16. INTERNAL COMPLAINTS COMMITTEE
An Internal Complaints Committee was constituted by the Company in
terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The said Act aims at protecting womens right to gender equality, life and
liberty at workplace to encourage women participation at work. The Committee meets all the
criteria including its composition mentioned in the Act and relevant Rules. No complaint
has been received by the Committee during the year under review.
17. LOANS, GUARANTEE AND INVESTMENTS
It is the Companys policy not to give any loans, directly or
indirectly, to any person (other than to employees under contractual obligations) or to
other body corporate or person. In compliance with section 186 of the Companies Act, 2013,
loans to employees bear applicable interest rates. During the year under review, the
Company has not made any investment in securities of other body corporate. The details of
Investments, Loans and Guarantees covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
18. RELATED PARTY CONTRACTS / ARRANGEMENTS
All Related Party Transactions entered during the year were on
arms length basis and in the ordinary course of business. There have been no
materially-significant related party transactions made by the Company with the Promoters,
the Directors or the Key Managerial Personnel which may be in conflict with the interests
of the Company at large. Accordingly, disclosure of contracts or arrangements with Related
Parties as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is
not applicable. The Policy on Related Party Transactions as approved by the Board can be
accessed on the Companys website at following
web-linkhttp://www.birla-sugar.com/Assets/
Magadh/Magadh-Sugar-Related-Party-Transaction-Policy. pdf. The details of related party
transactions are set out in the notes to the financial statements.
19. RISK MANAGEMENT
In line with the regulatory requirements, the Company has formally
framed Risk Management Policy to identify and assess the key risk areas, monitor and
report the compliance and effectiveness of the same. A Risk Management Committee, has been
constituted voluntarily comprising of an Independent Director, Whole time Director, Chief
Financial Officer and the Group President to oversee the risk management process in the
Company with an objective to review the major risks which effect the Company from both the
external and the internal environment perspective. Appropriate actions have been initiated
to either mitigate, partially mitigate, transfer or accept the risk (if need be) and
monitor the risks on a regular basis. The details of the terms of reference, number and
date of meeting, attendance of director and remuneration paid to them are separately
provided in the Corporate Governance Report.
20. INTERNAL FINANCIAL CONTROLS
The Company has laid down internal financial controls, through a
combination of Entity level controls, Process level controls and IT General controls
inter-alia to ensure orderly and efficient conduct of business, including adherence to the
Companys policies and procedures, accuracy and completeness of accounting records
and timely preparation and reporting of reliable financial statements/information,
safeguarding of assets, prevention and detection of frauds and errors. The evaluations of
these internal financial controls were done through the internal audit process and were
also reviewed by the Statutory Auditors. Based on their view of these reported
evaluations, the directors confirm that, for the preparation of financial statements for
the financial year ended March 31, 2023, the applicable Accounting Standards have been
followed and the internal financial controls are generally found to be adequate and were
operating effectively & that no significant defficiencies were noticed.
21. WHISTLE BLOWER / VIGIL MECHANISM
The Company has established a vigil mechanism and adopted whistle
blower policy, pursuant to which whistle blowers can report concerns about unethical
behaviour, actual or suspected fraud or violation of the Companys code of conduct
policy. During the year under review, there has been change in this policy with respect to
leak or suspected leak of Unpublished Price Sensitive Information has been incorporated so
that whistle blowers can report concerns. The mechanism provides adequate safeguards
against victimisation of persons who use this mechanism. The brief detail about this
mechanism may be accessed on the Companys website at the weblink
http://www.birla-sugar. com/Assets/Magadh/Magadh-Sugar-Whistle-Blower-Policy .pdf During
the year, the auditors, the secretarial auditors and cost auditors have not reported any
fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014.
22. CORPORATE GOVERNANCE & ANNUAL RETURN
Your Directors strive to maintain highest standards of Corporate
Governance. The Corporate Governance Report for the Financial Year 2022-23 is attached as "Annexure
B" to this Report. The declaration of the Whole-time Director confirming
compliance with the ‘Code of Conduct of the Company is enclosed as "Annexure
C" to this Report and Auditors Certificate confirming compliance with the
conditions of Corporate Governance is enclosed as "Annexure D" to this
Report.
23. RESEARCH & DEVELOPMENT
During the year under review the Company has undertaken Research &
Development initiatives with an intention to improve the sugar recovery ratio and to
educate the cane growers to cultivate improved variety of sugarcane and to otherwise
increase the sucrose contents in their produce.
24. AUDITORS, AUDIT QUALIFICATIONS AND BOARDS EXPLANATIONS
STATUTORY AUDITORS
The shareholders of the Company, at the AGM held on July 21, 2022, had
appointed M/s B S R & Co LLP, Chartered Accountants, (Firm Registration No.
101248W/W-100022), as Auditors of the Company to hold office for a term of 5 (five)
consecutive years from the conclusion of the Eighth AGM of the Company held on July 21,
2022 till the conclusion of the Thirteenth AGM of the Company. The Notes to the Financial
Statements read with the Auditors Reports are self-explanatory and therefore, do not
call for further comments or explanations. There has been no qualification, reservation,
adverse remark or disclaimer in the Auditors Reports.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its Sugar activity is required to be audited. Your
Directors have, on the recommendation of the Audit Committee, appointed M/s D
Radhakrishnan & Co., Cost Accountants, as the Cost Auditor to audit the cost accounts
of the Company for the financial year 2023-24. As required under the Companies Act, 2013,
the remuneration payable to the cost auditor is required to be placed before the Members
in a general meeting for their rati_cation.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report is annexed herewith as "Annexure F " and which
is self-explanatory.
There has been no qualification, reservation, observation, disclaimer
or adverse remark in the Secretarial Audit Report. During the year, the auditors, the
secretarial auditors and cost auditors have not reported any fraud under Section 143(12)
of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
25. INVESTOR EDUCATION AND PROTECTION FUND
The provisions pertaining to Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying with Companies)
Rules, 2012, the Company are not applicable to your company.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure G ".
27. PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal role
in the performance and growth of the Company over the years. Your Company maintains very
healthy work environment and the employees are motivated to contribute their best in the
working of the Company. The information required to be disclosed in pursuance of Section
197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure H"
to this Report and forms an integral part of this Report.
28. 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(3)(c) of the Companies Act, 2013: a. that in the
preparation of the annual financial statements for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; b. that such accounting policies as mentioned in Note 3 of
the Notes to the Financial Statements 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, 2023 and of the
profit or 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 were in place and that the financial controls were adequate
and were operating effectively. f. that systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate and operating effectively.
29. CEO/CFO CERTIFICATION
Mr. Chandra Mohan, the Whole time Director and Mr.
Sudershan Bajaj, Chief Financial Officer have submitted certificates to
the Board as contemplated under Regulation 17(8) of the Listing Regulations..
30.ACKNOWLEDGEMENT
Your Directors take this opportunity of recording their appreciation of
the shareholders, financial institutions, bankers, suppliers and cane growers for
extending their support to the Company. Your Directors are also grateful to various
ministries in the Central Government and State Government of Bihar, the Sugar Directorate
and the Sugar Development Fund for their continued support to the Company. The Board of
Directors also convey its sincere appreciation of the commitment and dedication of the
employees at all levels.
|
For and on behalf of the Board |
| Place: Kolkata |
Chandra Shekhar Nopany |
| Date: 9th May, 2023 |
Chairperson |
|
DIN: 0014587 |
+91-9892691696
