To
The Shareholders of Naraingarh Sugar Mills Limited
Your directors are pleased to present the 30th Annual report
of your company along with audited annual accounts of the company for the period ended
31st March, 2023.
OPERATIONS & FINANCIAL RESULTS
(Amount in Lakhs)
| Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Income from operations |
|
|
| Net sales/income from operations |
21571.76 |
20613.94 |
| Other operating Income |
599.26 |
0.84 |
| Other Income |
39.92 |
728.92 |
| Total Income |
22210.94 |
21343.70 |
| Total expenses ( excluding Depreciation and Finance costs) |
19361.43 |
18353.96 |
| EBIDTA |
2849.51 |
2989.74 |
| Depreciation and Amortisation |
995.03 |
1063.72 |
| Finance costs |
3362.77 |
3038.80 |
| Profit / (Loss) from ordinary activities after finance costs
but before exceptional items |
(1508.29) |
(1112.78) |
| Other Comprehensive Income/(Loss) |
0.00 |
0.31 |
| Profit / (Loss) from ordinary activities before tax |
(1508.29) |
(1112.47) |
| Tax expense/ Deferred Tax |
(391.02) |
(285.64) |
| Net Profit / (Loss) from ordinary activities |
(1117.28) |
(826.83) |
OPERATIONS
During the year under review, there was a dip in the companys
performance due to softening in the sugar prices due to domestic surplus, increase in
State Administrative Price of Sugarcane by the State Government and reduction of
Co-generation tariffs.
As informed in our earlier submissions to the shareholders, due to
non-payment of dues of cane growers within time the mill is being supervised by the state
government. The company had no effective Board of Directors during the financial year and
the operations were supervised by the State Government of Haryana.
The Audit team constituted by the state government includes one Joint
Director, one Senior Auditor and two Auditors.
DIVIDEND
The Board of Directors has not recommended any dividend to be declared
for the financial year 2022-23 in view of the losses suffered by the company.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the financial year ended 31st March, 2023, no entity
became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.
TRANSFER TO RESERVES
Entire amount of Net loss of Rs. 1117.28 Lakhs for the financial year
2022-23, has been transferred to Surplus account, which appears under the head
"Reserves and Surplus." No amount has been transferred to any other reserves.
SHARE CAPITAL
The authorized share capital of the company at the end of the Financial
Year 2022-23 was Rs. 30.00. 00.000/- (Rupees Thirty Crores) comprising of 2,10,00,000
equity shares of Rs. 10/- each and 90.00. 000 Redeemable Preference Shares of Rs. 10/-
each.
The Issued, subscribed and paid-up share capital of the company
comprise of 2,03,12,200 equity shares of Rs. 10/- each (including calls in arrears
amounting to Rs. 1,29,41,000/-) and 21,77,251 (12%) Redeemable Non-Cumulative Preference
Shares of Rs. 10/- each.
There were no changes in the share capital of the company during the
financial year 2022-23. There were no instance of bonus issue, right issue, ESOP, buy back
of share or issue of shares with differential voting rights during the year.
MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statement relates and till the date of this Report.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
There is no change in nature of business of the Company during the
financial year 2022-23.
CASH FLOW STATEMENT
The Cash Flow Statement for the financial year ended 31st
March, 2023 prepared in accordance with Accounting Standard -3, ‘Statement of Cash
Flows is attached and forming part of the financial statements of the Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the
Company laid down a framework and programme for familiarization of Independent Directors,
which may be accessed on the Companys website www.naraingarhsugarmillsltd.com.
As apprised above, the company had no active Independent Directors on
the Board for the first half of the financial year. The Independent Directors were induced
on 28th November, 2022. Hence no familiarization programmes were conducted
during the year.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
The company does not have any subsidiary, associate or joint venture
company. The provisions regarding disclosure of the performance of the entities are not
applicable.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition
As on 31.03.2023, the Board of Directors of the company comprise of the
following Directors:
1. Mr. Sandeep Singh Ghuman (DIN: 07275838), Whole Time Director;
2. Mr. Manoj Kumar Das (DIN: 07693956), Independent Non Executive
Director;
3. Mr. Rayappa Ramappa Hanchinal (DIN: 08138621), Independent Non
Executive Director, and
4. Ms. Grupsi (DIN: 08788588), Non- Executive Independent Woman
Director
The detailed section on ‘Board of Directors is given in the
‘Report on Corporate Governance forming part of the Annual Report.
During the financial year, Mr. Manoj Kumar Das and Mr. R R Hanchinal
were both appointed as Additional (Independent) Director on the Board of the company
w.e.f. 28.11.2022 to hold office until the 29th Annual general Meeting of the
company.
At the 29th Annual General Meeting of the company held on 22nd
December, 2022, the appointment of both the Additional Directors was regularized and both
Mr. Manoj Kumar Das and Mr. R R Hanchinal were appointed as Independent Directors of the
company for a term of 5 years each with effect from 28.11.2022.
Further, the existing tenure of Mr. Sandeep Singh as the Whole Time
Director and Key Managerial Personnel of the company ended on 16.10.2023. The Board of
Directors have approved the re-appointment of Mr. Sandeep Singh as a Whole Time Director
of the company for another term of 3 years w.e.f. 17.10.2023, subject to the approval of
the shareholders, which is proposed to be sought at the ensuing Annual General Meeting of
the company.
Declaration by Independent Directors
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the
Independent Directors, fulfil the criteria of independence specified in Section 149(6) of
the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.
Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of Section 149(13) of the Companies Act,
2013 and Articles of Association of the Company all Directors except Independent Directors
are liable to retire by rotation. Accordingly, Mr. Sandeep Singh (DIN: 07275838) Whole
Time Director of the Company, liable to retire by rotation, retire from the Board by
rotation this year and being eligible, has offered his candidature for re-appointment.
This shall not constitute a break in his office as the Whole Time Director of the Company.
Brief Resume of the Directors being appointed/re-appointed
As required under Regulation 36 of the SEBI Listing Regulations, the
brief resume of the Director being re-appointed, the nature of their expertise in specific
functional areas, names of Companies in which they have held Directorships, Committee
Memberships/ Chairmanships, their shareholding, etc. are form part of the Notice calling
AGM of the Company.
DETAILS OF MANAGING BODY AND KEY MANAGERIAL PERSONNELS
The details of the managing body of the company as per the orders of
the State Government of Haryana and the Key Managerial Personnels (KMPs) in
accordance with the provisions of Section 2(51) and Section 203 of the Companies Act,
2013, read with rules framed thereunder, and includes supervision by the government
officials.
| S. Name No. |
Designation |
Date Of Appointment |
Date of cessation |
| 1. Mr. Sandeep Singh |
Whole Time Director |
17.10.2015 |
N.A. |
| 2. Ms. Misha Nahal |
Company Secretary |
29.12.2021 |
18.07.2023 |
| 3. Mr. Abhimanyu Singh |
Chief Financial Officer |
20.01.2022 |
29.11.2022 |
| 4. Mr. Vijay Bhatia |
Chief Financial Officer |
19.01.2022 |
04.11.2022 |
| 5. Mr. V K Singh |
Unit Head |
19.02.2010 |
-- |
MANAGEMENT COMMITTEE
In absence of the required Board of Directors, and due to non-payment
of cane growers within time the mill is being supervised by government through a
management committee.
POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL
AND OTHER EMPLOYEES
The remuneration paid to the Executive Directors is in accordance with
the Nomination and Remuneration Policy of the company formulated in accordance with
Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of
SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for
the time being in force). The salient aspects covered in the Nomination and Remuneration
Policy have been outlined below:
• To identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP or at Senior
Management level and recommend to the Board his / her appointment
• To formulate the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy
relating to the remuneration for the directors, key managerial personnel, Senior
Management Personnel of the Company.
• To formulate the criteria for evaluation of performance of
independent directors and the board of directors.
• To evaluate the performance of the Members of the Board and
provide necessary report to the Board for further evaluation of the Board and to
determining whether to extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of Independent Directors.
• To recommend to the Board on all remuneration in whatever form,
payable to the Directors, KMPs and Senior Management.
• To develop a succession plan for the Board and to regularly
review the plan.
• To assist the Board in fulfilling responsibilities.
The Nomination and Remuneration policy is available on the website of
the Company at the web-link
https://www.naraingarhsugarmillsltd.com/criteria-of-making-payments-to-non-executive-directors.php.
NUMBER OF BOARD MEETINGS AND MANAGEMENT COMMITTEE MEETINGS
During the year under review, 6 (Six) meetings of the Board of
Directors was held. The details of the meetings and the attendance of Directors, inter
alia other participants is given below:
| S. No |
Date |
Number of members Entitled to attend the
meeting |
Number of members present in the meeting |
| 1 |
22.09.2022 |
2 |
1 |
| 2 |
14.11.2022 |
2 |
1 |
| 3 |
28.11.2022 |
2 |
1 |
| 4 |
29.11.2022 |
4 |
3 |
| 5 |
21.02.2023 |
4 |
3 |
| 6 |
28.03.2023 |
4 |
3 |
Further, the management committee constituted by the State Government
of Haryana, responsible for all the strategic decisions of the company also held the
meetings during the financial year. Details of the dates and attendance of such management
committee meetings are mentioned hereunder:
| S. No |
Date |
Details of the Individuals attending the meetings |
| 1 |
18.04.2022 |
Sh. Vikram Singh, Deputy Commissioner, Ambala (Chairman) |
|
|
Sh. Neeraj, SDM, Ambala (CEO & ED) |
|
|
Sh. Raghubir Singh, Director (Finance) |
|
|
Sh. Abhimanyu Singh, Chief Financial Officer |
|
|
Sh. V K Singh, Unit head |
|
|
Smt. Misha Soni, Company Secretary |
| 2 |
16.06.2022 |
Smt. Saloni Sharma, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. Abhimanyu Singh, Chief Financial Officer Sh. V K Singh, Unit
head Smt. Misha Soni, Company Secretary Sh. Vishwajeet Kajal, Purchase Officer Sh. Gaurav
Kumar Sh. Sukhwinder Singh, Senior Engineer Sh. Anil Gautam, Production Manager |
| 3 |
27.06.2022 |
Sh. Vikram Singh, Deputy Commissioner, Ambala (Chairman) Sh.
Raghubir Singh, Director (Finance) Sh. Abhimanyu Singh, Chief Financial Officer Sh. V K
Singh, Unit head Smt. Misha Soni, Company Secretary |
| 4 |
29.06.2022 |
Smt. Saloni Sharma, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. Abhimanyu Singh, Chief Financial Officer Sh. V K Singh, Unit
head Smt. Misha Soni, Company Secretary Sh. Vishwajeet Kajal, Purchase Officer |
| 5 |
28.07.2022 |
Smt. Saloni Sharma, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. Abhimanyu Singh, Chief Financial Officer Sh. V K Singh, Unit
head Smt. Misha Soni, Company Secretary Sh. Vishwajeet Kajal, Purchase Officer Sh. Sandeep
Singh, Whole Time Director Sh. Gaurav Kumar |
| 6 |
02.08.2022 |
Sh. Raghubir Singh, Director (Finance) Sh. Abhimanyu Singh,
Chief Financial Officer Sh. V K Singh, Unit head Smt. Misha Soni, Company Secretary Sh.
Vishwajeet Kajal, Purchase Officer Sh. Sandeep Singh, Whole Time Director Sh. Gaurav Kumar |
| 7. |
22.08.2022 |
Smt. Saloni Sharma, SDM, Ambala (CEO & ED) Sh. Abhimanyu
Singh, Chief Financial Officer Sh. V K Singh, Unit head Smt. Misha Soni, Company Secretary
Sh. Vishwajeet Kajal, Purchase Officer |
| 8. |
23.08.2022 |
Smt. Saloni Sharma, SDM, Ambala (CEO & ED) Sh. Abhimanyu
Singh, Chief Financial Officer Sh. V K Singh, Unit head |
|
|
Smt. Misha Soni, Company Secretary Sh. Vishwajeet Kajal,
Purchase Officer |
| 9. |
05.09.2022 |
Sh. Abhimanyu Singh, Chief Financial Officer Sh. V K Singh,
Unit head Smt. Misha Soni, Company Secretary Sh. Vishwajeet Kajal, Purchase Officer |
| 10. |
13.09.2022 |
Smt. Priyanka Soni, Deputy Commissioner, Ambala (Chairperson)
Sh. Raghubir Singh, Director (Finance) Sh. Abhimanyu Singh, Chief Financial Officer Sh. V
K Singh, Unit head Smt. Misha Soni, Company Secretary |
| 11. |
03.11.2022 |
Smt. Jayashradha, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. Abhimanyu Singh, Chief Financial Officer Sh. V K Singh, Unit
head Smt. Misha Soni, Company Secretary Sh. Vishwajeet Kajal, Purchase Officer Sh. Sandeep
Singh, Whole Time Director Sh. Gaurav Kumar Sh. Sandeep Singh |
| 12. |
10.11.2022 |
Smt. Jayashradha, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. V K Singh, Unit head Smt. Misha Soni, Company Secretary Sh.
Sandeep Singh |
| 13. |
28.11.2022 |
Smt. Jayashradha, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. V K Singh, Unit head Smt. Misha Soni, Company Secretary Sh.
Sandeep Singh |
| 14. |
09.02.2023 |
Smt. Jayashradha, SDM, Ambala (CEO & ED) Sh. Raghubir
Singh, Director (Finance) Sh. V K Singh, Unit head Smt. Misha Soni, Company Secretary Sh.
Sandeep Singh Sh. Manoj Kumar Das, Independent Director Sh. R R Hanchinal, Independent
Director |
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Since the composition of the Board was deficient and there were no
effective Board procedures as per Companies Act, 2013 or LODR Regulations, no such
performance evaluation was carried out during the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, the Directors confirm: -
• In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
• Such accounting policies have been selected and applied
consistently and the Directors have made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31
March 2023 and of the Profit and Loss of the Company for the year ended on that date;
• Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
• The annual accounts of the Company have been prepared on a going
concern basis;
• Internal financial controls have been laid down to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively;
• Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ENERGY CONSERVATION. RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 (3) (m) of the Companies Act,
2013 read with rules framed thereunder, the details of activities in the nature of Energy
Conservation, Research and Development, Technology Absorption and Foreign Exchange
Earnings and Outgo is attached as ‘Annexure-2 and forms part of this report.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
The information as per Section 197 of the Companies Act, 2013 read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, forms part of this Report is attached as Annexure-1.
The disclosure as per Section 197 of the Companies Act, 2013 read with
Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report.
That annexure is not being sent to the Members and others entitled to this Report and the
financial statements, as provided in Section 136 (1) of the Companies Act, 2013. Any
member interested in obtaining a copy of the said Annexure may write to the Company
Secretary at cs@nsml.in.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return
of the Company has been placed on the website of the Company and can be accessed at
www.naraingarhsugarmillsltd.com.
AUDITORS AND AUDITORS REPORT
I.) STATUTORY AUDITORS
At the previous 29th AGM of the company, M/s P K Vasudeva
& Co, Chartered Accountants (Firm Registration No. 000724N) were appointed as the
Statutory Auditors of the company for a tenure of five years from the conclusion of the
ensuing AGM to hold office up to the conclusion of AGM to be held in the year 2027. The
Auditors have given their consent for appointment and have confirmed that their
appointment, if made would be within the limits prescribed under the act.
The Auditors report of the company issued by the Statutory
Auditors contains certain observations and remarks. The remarks of the Auditors and the
management reply thereof are provided hereunder:
| Sr. Comment/ remark of the Statutory No. Auditors |
Management Reply |
| 1. We draw attention to Note 4.2 of the financial statements
regarding contingent liabilities and commitments (including defaults in repaying term/
soft loans and guarantees) can adversely affect the financial viability of the company.
Adverse decision of various adjudication authorities can further erode the working capital
as well as share capital too. Inspite of such serious nature, the management of the
company has prepared the financial statements without acknowledging the liability and
prepare it on "Going Concern Concept". However, we have not been able to
corroborate the managements contention of "Going Concern". Accordingly we
are unable to comment on the "Going Concern Principle" of the company. |
The management of the company as of now is vested into the
state government of Haryana and the best efforts are being made to regularise the affairs
of the company and deal with all the defaults. The management, keeping an optimistic
approach has decided to continue to follow the "Going Concern Concept" for
preparation of the financial statements. |
| 2. We draw attention to Note 4.4 of the financial statements
regarding defaults by company in repaying loans (Principal and Interest) from Banks/
Financial Institutions. An FIR dated 28.12.2021 was lodged u/s 120B, 406, 409, 420, 468
and 471 of IPC against relatives of ex-officio Directors and other officers of the |
The management of the company as of now is vested into the
state government of Haryana and the best efforts are being made to regularise the affairs
of the company and deal with all the defaults. |
| company. The management of the company is also taken over by
the state government. Further land measuring 64 acres in the name o the company was also
attached by Honble Court vide order dated 25.05.2022. These developments can
adversely affect to the overall functioning of the company and may also affect the
"Going Concern Concept" of the company. Inspite of such serious nature, the
management of the company has prepared the financial statements without acknowledging the
liability and prepare it on "Going Concern Concept". However, we have not been
able to corroborate the managements contention of "Going Concern".
Accordingly we are unable to comment on the "Going Concern Principle" of the
company. |
The matter of FIR being subjudice is not commented upon. The
management, keeping an optimistic approach has decided to continue to follow the
"Going Concern Concept" for preparation of the financial statements. |
| 3. We draw attention to Note 4.5, 4.11 and 4.13 of the
financial statements regarding party balances including balances due from Mr. Rahul Anand,
who is the prime party of FIR along with other company/ firms related to him. We are
unable to comment on this point, since the matter is sub judiced. |
The matter of FIR being subjudice is not commented upon. As
about the balances due from other parties, the financial statements reflects the amounts
as per the companys accounting records. |
| 4. The provisions of Section 186 of the Companies Act, 2013
have not been complied with in respect of the guarantee given by the company. |
The guarantee is given to the banks on behalf of the cane
grower as per the industry practices. |
| 5. The company has failed to maintain adequate internal
financial controls over financial reporting with reference to the financial statements as
on 31st March, 2023. |
The management of the company as of now is vested into the
state government of Haryana and the best efforts are being made to regularise the affairs
of the company and deal with all the defaults. We are trying to improve and strengthen the
internal controls over the period of coming financial years. |
During the financial year, there have been no instances of fraud
reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with
rules framed thereunder, either to the Company or to the Central Government.
II.) SECRETARIAL AUDITORS
As required under Section 204(1) of the Companies Act, 2013 read with
rules framed thereunder, the Company has appointed CS Ajay K. Arora, Practicing Company
Secretary (M. No. 2191 & C.P. No. 993), to conduct the Secretarial Audit for the
financial year 2022-23.
The Secretarial Audit Report submitted by CS Ajay K. Arora in the
prescribed form MR- 3 is attached as ‘Annexure-3 and forms part of this Report.
The Secretarial Audit report contains certain observations and adverse remarks. Such
adverse remarks and the management reply thereof are enclosed with this report as ‘
Annexure-3A.
III.) COST AUDIT
As per the provisions of Section 148 read with the Cost Audit Rules,
the company has appointed M/s Khushwinder Kumar & Co., Cost Accountants as the Cost
Auditors of the company for the FY 202223.
CORPORATE GOVERNANCE
A report on corporate governance together with the Certificate from
M/s. A. Arora & Co, Company Secretaries, confirming compliance with corporate
governance norms as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, which also covers the state of the
Companys affairs, forms a part of this report.
INTERNAL FINANCIAL CONTROL SYSTEM
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate and commensurate with the size,
scale and complexity of its operation. The internal controls are tested for adequacy,
efficiency and effectiveness through audits by the in- house internal audit department and
the observations, corrective and preventative actions are reviewed by the management and
Audit committee of the Board of Directors.
During financial year under review, no material or serious observation
has been received from the Internal Auditors of the Company for inadequacy or
ineffectiveness of such controls.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Companies Act, 2013, re-emphasizes the need for an effective
Internal Financial Control System in the Company. The system should be designed and
operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, requires the
information regarding adequacy of Internal Financial Controls with reference to the
financial statements to be disclosed in the Board Report.
To ensure effective Internal Financial Controls, the Company has laid
down the following measures:-
• The Companys books of accounts are maintained in ERP and
transactions are executed through ERP setups to ensure correctness/effectiveness of all
transactions, integrity and reliability of reporting.
• The Company is having in place a Risk Management framework.
• The Company is having in place a well-defined Vigil Mechanism
(Whistle Blower Policy).
• Compliance of Secretarial functions is ensured by way of
Secretarial Audit.
• Compliance relating to Internal Control System of the Company is
ensured by way of Internal Audit.
RISK MANAGEMENT
The primary objective of risk management is to protect the Company
against risks to the value of the business, its capital and its continuity. In order to
achieve the objective and for better governance, the Company has adopted a Risk Management
Policy. The Policy sets out key risk areas - financial risks (including risk to assets),
legislative and regulatory risks, environmental risks (including natural disasters),
operational risks (markets, production, technology, etc.), risks relating to employment
and manpower, and individual large transactional risks.
DISCLOSURE ON DEPOSITS UNDER CHAPTER V
The Company has neither accepted nor renewed any Deposits during the
Financial Year 2022-23 in terms of Chapter V of the Companies Act, 2013. Further, the
Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance policy in case of sexual harassment at
workplace and is committed to provide a healthy environment to each and every employee of
the Company. The Company has in place ‘Policy for Prevention and Redressal of Sexual
Harassment in line with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred "as the
said act") and Rules made there under. As per the provisions of Section 4 of the said
Act, the Board of Directors has constituted the Internal Complaints Committee
(‘ICC) at the Registered Office, Works to deal with the Complaints received by
the Company pertaining to gender discrimination and sexual harassment at workplace.
Further, as per the provisions of Section 21 & 22 of the said Act,
the Report on the details of the number of cases filed under Sexual Harassment and their
disposal for the financial year under review, is as under:-
-NIL-
DEPOSITORY SYSTEMS
The Company has established connectivity with both Depositories viz.
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL).
The Company has appointed M/s Alankit Assignments Limited, its
Registrar and Share Transfer Agent across physical and electronic alternative.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Particulars of loans, guarantees, investments and securities provided
by the company as on March 31, 2023 have been provided in the Financial Statements which
forms part of the Annual Report. During the financial year 2022-23, the company has not
given any loans or extended any guarantee or security to any other entity, in terms of the
provisions of section 186 of the Companies Act, 2013.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF
THE COMPANIES ACT, 2013
The company did not enter into any related party transactions as per
the provisions of Companies Act, 2013 and the LODR Regulations.
The Company has formulated a policy on dealing with related party
transactions which is posted on the website of the Company at the web link
https://www.naraingarhsugarmillsltd.com/policy-on-dealing-with-
related-party-transactions.php.
DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
The Company has in place a Vigil Mechanism/ Whistle Blower Policy, in
terms of provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its powers) Rules, 2014. The Companys personnel
have direct access to Mr. Sandeep Singh, Whole-Time Director, nominated by the Board of
Directors of the company to play the role of the Audit to report concerns about unethical
behavior (actual or suspected), frauds and other grievances. No personnel of the Company
have been denied access to the said Director. Adequate safeguards are being provided
against victimization of whistle blowers availing of such mechanism.
Whistle Blower Policy of the Company is posted on the website of the
Company at the web-link:
https://www.naraingarhsugarmillsltd.com/details-of-establishment-of-vigil-mechanism-whistle-blower-policy.php.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Companys operations in
future.
There are three cases registered against the Naraingarh Sugar Mills
Limited by Union bank of India and IREDA and Haryana Co-Operative Bank in NCLT Chandigarh
for which the orders are still pending.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards - 1
and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and
approved by the Central Government.
INDUSTRIAL RELATIONS
Industrial relations and work atmosphere remained cordial throughout
the year with sustained communication and engagement with workforce through various
forums.
SAFETY, HEALTH AND ENVIRONMENT
The Company continues to demonstrate strong commitment to safety,
health and environment which have been adopted as core organizational values. The Company
assures safety and facilities in accordance with statutory and regulatory requirements.
Employees are continuously made aware of hazards/ risks associated with their job and
their knowledge and skills are updated through requisite training to meet any emergency.
Medical and occupational check-ups of employees and eco-friendly activities are promoted.
The Company does not produce any kind of hazardous waste.
TRANSFER OF UNCLAIMED DIVIDEND TO IEPF
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 read with the relevant circulars and amendments thereto (IEPF
Rules), the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection
Fund (IEPF), constituted by the Central Government.
During the FY 2022-23, there is no such amount with respect to
Unclaimed Dividend, which is required to be transferred to Investor Education and
Protection Fund (IEPF)
TRANSFER OF SHARES TO IEPF
Pursuant to the provisions of IEPF Rules, all shares in respect of
which dividend has not been paid or claimed for seven consecutive years shall be
transferred by the Company to the designated Demat Account of the IEPF Authority (IEPF
Account).
During FY 2022-23, there were no shares which are required to be
transferred to IEPF Account.
GENERAL DISCLOSURE
During the year under review:
• The Company has not issued Equity Shares with differential
rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of
Companies Act, 2013 and Rules made thereunder.
• The Company has not made any provisions of money or has not
provided any loan to the employees of the Company for purchase of shares of the Company
pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.
• The Company has not bought back its shares, pursuant to the
provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the company
during the financial year 2022-23.
SUM DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES
As on March 31, 2023 a sum of Rs. 23.58 Lakhs was payable towards
Principal amount and the interest due thereon remaining unpaid to MSME supplier.
ACKNOWLEDGEMENT
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its appreciation to all employees in the Company, for their
sustained efforts and immense contribution to the good levels of performance and growth
that the Company has achieved during the financial year under review.
Your Directors also place on record their sincere thanks and
appreciation for the continuing support and assistance received from the financial
institutions, banks, Government as well as non- government authorities, customers,
vendors, and members during the financial year under review.
| Date: 23.10.2023 |
|
| Place: Naraingarh |
By the order of Board of Directors |
|
Naraingarh Sugar Mills Limited |
|
SANDEEP SINGH GHUMAN |
|
Chairman & Whole Time Director DIN: 07275838 |
+91-9892691696
