mawana sugars ltd share price Directors report


Your Directors hereby present the 59th Annual Report along with Audited Accounts of the Company for the financial year ended March 31, 2023.

FINANCIAL RESULTS

(Rs. Crore)

Sl.

Particulars

Amount

No.

31.3.2023 31.3.2022
1 Profit before interest, depreciation, 84.34 115.36
exceptional items and tax
2. Interest 27.80 25.66
3. Depreciation 35.58 39.59
4. Exceptional Items – Expenses* (1.62) (5.28)
5. Profit before tax (1-2-3+4) 19.34 44.83
6. Tax expenses 2.10 11.75
7. Profit/(Loss) for the year (5-6) 17.24 33.08
8. Other Comprehensive Income (1.36) 0.14
9. Total Comprehensive Income 15.88 33.22
(7+8)

*Exceptional items relates to provision for impairment in value of Companys investment in associate company namely "Mawana Foods Private Limited".

TRANSFER TO RESERVES

No amount is proposed to be transferred to the General Reserve.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% i.e. Rs.3/- per Equity Share of face value of Rs.10/- each for the Financial Year ended 31.03.2023.

OPERATIONS SUGAR DIVISION

The Sugarcane crush during season (2022-23) was 31.73 lac tons as compared to 29.98 lac tons in the previous season. Recovery is lower by around 0.45% due to general reduction in POL in cane on account of weather conditions, varietal deterioration and attack of insect pest diseases. Company had paid all the cane dues of the previous season before commencement of the current sugar season and continues its policy to accord priority for timely payment to the farmers.

DISTILLERY DIVISION

During the FY 2022-23, the distillery produced 38786 KL of Ethanol which is highest-ever since its inception. For the ethanol year 2022-2023 (Dec 22 to Oct 23), distillery was allocated 37582 KL ethanol for supply to various Oil Marketing Companies and dispatches against the same are in progress.

SUBSIDIARY/ASSOCIATE COMPANIES a) SUBSIDIARY COMPANIES

The Company has the following subsidiary companies: i) Siel Industrial Estate Limited (Siel IE) which was established to develop industrial estate at Rajpura. ii) Siel Infrastructure & Estate Developers Pvt. Ltd (Siel IED) which had been created for assisting in the development of Siel IE. b) ASSOCIATE COMPANY

Mawana Foods Private Limited (MFPL), is an associate of the Company which is engaged in the retail business of sugar and soap.

The performance and financial position of the subsidiaries/ associate company are annexed in Form AOC-I to the Annual Financial Statements. There has been no change in the relationship of subsidiaries/associate Company during the current financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2022-2023, are prepared in compliance with applicable provisions of the Companies Act, 2013, (the Act) Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) CHANGE IN DIRECTORSHIP:

Mr. Krishna Shriram (DIN: 00031783), Director of the Company will retire by rotation at the forthcoming Annual General Meeting (‘AGM) and being eligible, offers himself for re-appointment.

Mr. Arun Kumar Kaul (DIN -09127653) was appointed as an Additional Director (in the category of Non-Executive, Independent Director) of the Company w.e.f.

10.8.2022 for a period of five years (1st term). The appointment of Mr. Arun Kumar Kaul as an Independent Director of the Company has been approved by the shareholders in the Annual General Meeting held on 29.9.2022.

Mr. Piar Chand Jaswal (DIN:07100098), Non-Executive and Non-Independent Director of the Company has resigned from the Directorship of the Company w.e.f. 30.9.2022.

Particulars of the Director seeking appointment/ re- appointment have been given in the explanatory statement annexed to the notice for the Annual General Meeting.

All the Directors have made requisite disclosures under provisions of the Act and SEBI (LODR) Regulations, 2015.

(b) KEY MANAGERIAL PERSONNEL

During the financial year ended March 31, 2023, following persons were the Whole Time Key Managerial Personnel (KMP) of the Company in terms of Section 203 of the Act:

Sl.

Name

Designation

No.

1. Mr. Dharam Pal Sharma Whole Time Director
2. Mr. B.B. Mehta* Chief Financial Officer
3. Mr. Ashok Kumar Shukla Company Secretary
4. Mr. Vikash** Chief Financial Officer

*Retired from the Services of the Company on 14.3.2023. **Appointed as CFO of the Company w.e.f.30.5.2023.

DECLARATION U/S 149 (6) OF THE ACT

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and Regulation 16(1)

(b) of the SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation.

The Directors also confirm that they are not disqualified to be appointed as Directors and they have not been debarred by SEBI to hold the office of Director.

(c) BOARD/DIRECTORS EVALUATION

The Board has carried out an annual evaluation of its own performance, performance of its committees, and individual Directors as required under the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) sound accounting policies have been selected and applied consistently and the judgments and estimates made 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 the year; c) proper and sufficient care has been taken 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; d) the Annual Accounts have been prepared on a going concern basis; e) proper internal financial controls have been laid to be followed by the Company and such internal financial controls are adequate and were operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

MEETINGS OF THE BOARD

During the financial year ended March 31, 2023, five (5)

Board meetings were held. In case of urgent business, three (3) resolutions were passed by circulation with requisite majority. Compliance of various laws applicable to the Company was reviewed at every meeting of the Audit Committee and the Board. The intervening gap between the Meetings of the Board was within the period prescribed under the Act and the SEBI (LODR), Regulations, 2015. The detail of meetings held and attended by the Directors during the year is provided in the Corporate Governance Report. All statutory and other important items/ information were placed before the Board for approval/review.

INTERNAL FINANCIAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments. These Systems and procedures have been adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to

Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

AUDITORS AND THEIR REPORT a) STATUTORY AUDITORS

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No:301003E/ E300005) has been appointed as Statutory Auditors of the Company at the 58th Annual General Meeting (‘AGM) of the

Company held on 29.9.2022 for the second and final term of five consecutive years up to the conclusion of

63rd AGM of the Company.

The Report given by the Auditors on the financial statements of the Company for the year is part of the Annual Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in its Report. b) COST AUDITORS

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Bahadur Murao Co., Cost Accountants, New Delhi (Firm Registration No. 4941) as Cost Auditors for conducting the audit of the cost records maintained by the Company for Sugar, Industrial Alcohol, Co-gen for

FY 2023-24. Confirmation of the Members is sought for ratification of the remuneration payable to the Cost

Auditors.

The Cost Audit Report for the financial year ended March 31, 2022 was filed with the appropriate authorities within the prescribed time. c) SECRETARIAL AUDITORS

Mr. Nirbhay Kumar (CP No.7887) of M/s Nirbhay Kumar Associates, Practicing Company Secretaries was appointed to undertake the Secretarial Audit for FY 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2023 is attached as

Annexure - 1 of this Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year ended March 31, 2023.

RISK MANAGEMENT

The Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

AUDIT COMMITTEE

As on date of this report, the Audit Committee comprises of three Directors of which Mr. Satish Agrawal, and Mrs. Manju Vira Gupta are non-executive independent directors, and Mr. Krishna Shriram is non-executive non-independent director.

The details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

Board has constituted a Nomination & Remuneration Committee (NRC). The details of terms of reference, number & dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of NRC framed Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The aforesaid policy can be accessed on the Companys website: www. mawanasugars.com.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who are appointed in Senior Management and Key Managerial positions and to determine their remuneration. The remuneration policy is placed on the Companys website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The Company has adopted a CSR policy. The Committee is primarily responsible for formulating and recommending to the Board of Directors from time to time the CSR activities and the amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR Projects. The CSR Policy of the Company has been placed on the Companys website. During the year, the Company has not contributed towards CSR in view of accumulated losses.

Annual Report on CSR as format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed as Annexure-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, is enclosed as Annexure-3 and forms part of this Report.

PARTICULARS OF EMPLOYEES

The requisite information as required under the Act and the Rules made thereunder in respect of employees of the Company is given in Annexure-4 of this Report.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

The details of Loans, Guarantees and Investments by the Company are given in the notes to Financial Statements.

RELATED PARTY TRANSACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Companys website.

The related party transactions between the Company and the Directors, Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever applicable.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The aforesaid policy has also been uploaded on the Companys website.

ANNUAL RETURN

A copy of Annual Return for the year 2021-22, is available on the Companys web link www.mawanasugars.com/annual-reports. The Annual Return for the year 2022-23 will be uploaded after filing with the Registrar of Companies in due course.

SECRETARIAL STANDARDS

The Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CORPORATE GOVERNANCE

Corporate Governance Report along with Auditors certificate thereon and Management Discussion and Analysis Report form part of this report are annexed herewith and marked as Annexure-5.

SHARE CAPITAL

During the financial year ended 31.3.2023, the Company has not issued any share capital with different voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

UNCLAIMED SHARES SUSPENSE ACCOUNT

The position regarding the unclaimed equity shares, transferred to the Demat Suspense Account as required under SEBI (LODR) Regulations, is as under:

Balance as on 1.4.2022

No. of Members who approached the Company for transfer of shares and shares transferred from Suspense Account during the year

Balance as on 31.3.2023

No. of holders

No. of Shares No. of No. of holders Shares No. of holders No. of Shares
6655 149770 5 308 6650 149462

The voting rights on the shares in the suspense account as on 31st March, 2023 will remain frozen unless the rightful owners of such shares claim the shares.

ANTI-SEXUAL HARASSMENT POLICY

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", the Company has constituted Internal Complaints Committees at all its workplaces. There has been no complaint reported in this regard to any of the Committees.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen in all its establishments.

ACKNOWLEDGEMENTS

The Directors graciously acknowledge the cooperation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Sugarcane farmers, Society at large, Vendors and valued shareholders of the Company. The Directors also to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors

(Krishna Shriram)
Chairman of the Board
DIN:00031783
Place : New Delhi
Dated : 30.5.2023