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 |
|
+91-9892691696
