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 |
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.