Dear Members,
Your Directors present herewith the 9th Annual Report on the business & operations
of the Company alongwith the Audited Statement of Accounts for the financialyear ended
31st March, 2023.
1. Financial Results
A summary of standalone and consolidated Financial Performance of the Company for the
financialyear ended on 31st March 2023, are summarized below:
( in lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Total Revenue from Operations |
484.41 |
82.21 |
5319.40 |
5398.78 |
| Profit before Finance Costs, Tax, Depreciation and |
480.48 |
199.57 |
(1077.33) |
(983.85) |
| Amortization |
|
|
|
|
| Less: Depreciation & Amortization Expenses |
2.05 |
2.15 |
79.21 |
76.96 |
| Less: Finance Cost |
10.72 |
10.85 |
298.03 |
234.92 |
| Profit/(Loss) Before Tax |
467.71 |
186.57 |
(1454.57) |
(1295.73) |
| Profit/(Loss) After Tax |
426.34 |
186.07 |
(1625.73) |
(854.64) |
2. Operating Performance / State of Affairs of the Company
Details on the state of a"airs of the Company are covered in the Management
Discussion and Analysis Report.
A detailed analysis of the Companys operations, future expectations and business
environment has been given in the Management Discussion & Analysis Report which is
made an integral part of this Report and marked as Annexure "A".
3. Financial Performance 2022-23
During the Financial Year 2022-23, the Company incurred a Profit after tax of
426.34 lakhs on standalone basis. On consolidated basis the loss after tax stood at
1625.73 lakhs.
There is no change in the nature of business of the Company. There were no significant
or material orders passed by regulators, courts or tribunals impacting the Companys
operation in future.
There were no material changes and commitments a"ecting the financialposition of
the Company which have occurred between the end of the financialyear i.e. 31st March 2023
and date of this report.
4. Dividend
The Board of Director did not recommend any dividend on equity shares for the period
under review.The Board of Directors has recommended a payment of dividend on 13,00,000,
8.5% Non-Convertible Cumulative Redeemable Preference Shares of 10/- each (NCCRPS) at the
rate of 0.85p per NCCRPS upto the date of redemption i.e. 2nd August, 2023 subject to
the approval of the shareholders at the ensuing 9th Annual General Meeting of the Company.
5. Public Deposits
The Company has not accepted any deposits from the public and as such there are no
outstanding deposits within the meaning of the provisions of the Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions
of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules
2014.
6. Share Capital
Paid up Share capital comprises of 1,00,03,102 Equity Shares with a face value of
10/- totaling to 10,00,31,020/- and 13,00,000 Preference Shares of 10/- each totaling
to 1,30,00,000/- . During the year under review, there has been no change in the capital
structure.
Your Company has not issued any shares/securities during the Financial Year 2022-23.
7. Subsidiary, Associate and Joint Venture
As on 31st March, 2023, the Company has 5(fve) subsidiaries named as Morton Foods
Limited (Formerly known as ‘Allahabad Canning
Limited), Champaran Marketing Co. Ltd, Hargaon Investment & Trading Co. Ltd, OSM
Investment & Trading Co. Ltd and Hargaon Properties Ltd. The Company has in place a
policy for determining material subsidiaries in line with the requirement of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and can be accessed at http://birla-sugar.com/Assets/Palash/POLICY%20FOR%20DETERMINING%20
MATERIAL%20SUBSIDIARIES%20NEW.pdf
The consolidated financial statements presented by the Company include
financialinformation of its subsidiaries prepared in compliance with applicable Accounting
Standards.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule
5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the
financialstatement of subsidiary companies in Form AOC-1 forms part of this Report and
marked as Annexure "F".
8. Human Resources
The Company continued to create a productive, learning and caring environment by
implementing robust and comprehensive HR processes, fair transparent performance
evaluation and taking new initiatives to further align its Human Resource policies to meet
the growing needs of its business.
9. Directors
The Board comprises of 5 (fve) Non-Executive Directors having experience in varied
felds and 1 (one) Executive Director. Out of fve Non-
Executive Directors, four of them are Independent Directors. Mrs. Shalini Nopany,
Non-Executive Woman Director is the Chairperson of the Company.
Mrs. Shalini Nopany (DIN: 00077299) will retire by rotation at the ensuing Annual
General Meeting and being eligible has o"ered herself for re- appointment as Director
of the Company in terms of Section 152(6) of the Companies Act, 2013.
The Board of Directors on recommendation of the Nomination and Remuneration Committee
has reappointed Mr. Chand Bihari Patodia (DIN: 01389238) as Managing Director of the
Company for a further period of three years with effect from 30th March, 2023 subject to
approval of shareholders within three months from the date of appointment.
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 25 of SEBI
(LODR) Regulations, 2015. Declarations have also been received by all the appointed
Independent Directors of the Company with regard to registration on the databank of
Independent Directors maintained by the Indian Institute of Corporate A"airs, Manesar
(Haryana) in accordance with the provisions of Section 150 of the Companies Act, 2013.
In pursuance of the provisions of the Companies Act, 2013 and according to Regulation
25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Performance Evaluation Criteria has been laid down
for e"ective evaluation of performance of the Board of Directors, the Committees
thereof and individual Directors including the Chairperson of the Company. After detailed
discussion at Board level as well as taking input from each Director, Nomination and
Remuneration Committee fnalized the format / questionnaires containing various parameters
to evaluate the performance of Board and its committee(s), Individual
Directors and Chairperson of the Company. The performance evaluation parameters are
based on their roles and responsibilities, contribution to the Companys goals, decision
making process, #ow of information and various other aspects. The evaluation of
performance of the Board as a whole, Committees of the Board, Individual Directors
including the Chairperson of the Company was carried out for the Financial Year 2022-23.
Nomination and Remuneration Committee evaluated the performance of the individual
Director.
The Independent Directors in their separate meeting held on 13th February, 2023 carried
out the evaluation of the Board of Directors as a whole, Chairperson of the Company and
Non-Independent Directors. The evaluation of Independent Directors was carried out without
the presence of concerned Director.
The Chairman of Nomination and Remuneration Committee has submitted report of the
respective evaluations to the Chairperson of the Company. Based on the questionnaires
received from the Directors and considering the reports of Chairman of Nomination and
Remuneration Committee, the Board has evaluated its own performance and that of its
committees and individual directors including independent directors.
10. Key Managerial Personnel
The following directors / executives of your Company are whole-time Key Managerial
Personnel (KMPs) as on 31st March, 2023 in accordance with the provisions of Section 203
of the Companies Act, 2013 a) Mr. Chand Bihari Patodia - Managing Director b) Mr. Deepak
Kumar Sharma – Chief Financial Ofcer c) Mr. Vikram Kumar Mishra – Company
Secretary During the year under review, Ms. Mayuri Raja had resigned from the position of
Company Secretary and in his place Mr. Vikram Kumar Mishra was appointed as Company
Secretary and Key Managerial Person of the Company w.e.f 12th January, 2023.
All Directors, Key Managerial Personnel and Senior Management of the Company have
con"rmed compliance with the Code of Conduct applicable to Directors & employees
of the Company and a declaration to the said e#ect made by the Managing Director forms
part of this report. The Code is available on the Companys website at the weblink http://birla-sugar.com/Assets/Palash/Palash-Securities-Code-of-Conduct.pdf
11. Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Nomination and Remuneration Policy as adopted by
the Board of Directors is available on the weblink http://www.birla-sugar.com/Assets/Palash/
PALASH-REMUNERTION-POLICY.pdf The Nomination & Remuneration Committee has also
framed criteria for performance evaluation of every Director and accordingly has carried
out the performance evaluation during the year under review.
The Remuneration Policy, inter-alia, includes the appointment criterion &
quali"cation requirements, process for appointment & removal, retirement policy
and remuneration structure & components, etc. of the Directors, Key Managerial
Personnel (KMP) and other senior management personnel of the Company. The Nomination and
Remuneration Policy also contains provisions about the payment of fixed & variable
components of remuneration to the Whole-time Director/Managing Director and payment of
sitting fee & commission to the non-executive directors.
12. Familiarisation Programme
Periodic presentations are made at the Board Meetings with respect to business
performance and updates on business strategy of the Company. The details of the
familiarisation programme (other than through meeting of Board and its Committees)
imparted to Independent Director are uploaded on the website of the Company at the weblink
http://www.birla-sugar.com/Assets/Palash/Familiarisation%20
Programme%20-%20Disclosure1.pdf
Further at the time of appointment of an Independent Director, the Company issues a
formal letter of appointment outlining his/ her role, duties and responsibilities. The
format of such letter of appointment is also available at the website of the Company at
the weblink http://
www.birla-sugar.com/Palash-Shareholders-Info/Terms-and-conditions-of-appointment-of-Independent-Directors-Palash
13. Corporate Social Responsibility Policy
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company.
14. Meetings
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board
evaluates all the decisions on a collective consensus basis amongst the Directors. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. During the financialyear ended 31st March 2023, 5 (Five) Meetings of the Board
of Directors of the Company were held. The details of the
Board Meetings held during the financialyear 2022-23 have been furnished in the
Corporate Governance Report forming which forms part of this Annual Report.
The Company has complied with the applicable Secretarial Standards prescribed under
Section 118(10) of the Companies Act, 2013.
15. Audit Committee
The Audit Committee was constituted on 30th March, 2017. The Committee comprised of Mr.
Chhedi Lal Agarwal, Mr. Dinesh Kacholia, Mr. Arun Kumar Newar, Independent Directors and
Mr. Chand Bihari Patodia, Managing Director. Mr. Chhedi Lal Agarwal, Independent Director
acts as the Chairman of the Audit Committee and the Company Secretary acts as the
Secretary to the Committee. Chief Financial O"cer is a permanent invitee to the
meetings. During the year there were no instances where Board has not accepted the
recommendation of Audit Committee.
The details of the terms of reference, number and dates of meetings held during the
financialyear 2022-23, attendance of the Directors and remuneration paid to them are
separately provided in the Corporate Governance Report.
16. Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted on 30th March, 2017. The
Committee comprised of Mr. Chhedi Lal Agarwal, Mr. Arun Kumar Newar, and Mr. Dinesh
Kacholia. Mr. Chhedi Lal Agarwal, Independent Director acts as the Chairman of the
Stakeholders Relationship Committee and the Company Secretary acts as the Secretary to
the Committee.
The details of the terms of reference, number and dates of meetings held, attendance of
the Directors and remuneration paid to them are separately provided in the Corporate
Governance Report.
17. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted on 30th March, 2017. The
Committee comprised of Mr. Chhedi Lal Agarwal, Mr. Arun Kumar Newar, and Mr. Dinesh
Kacholia. Mr. Arun Kumar Newar, Independent Director acts as the Chairman of the
Nomination & Remuneration Committee and the Company Secretary acts as the Secretary to
the Committee.
The details of the terms of reference, number and dates of meetings held, attendance of
the Directors and remuneration paid to them are separately provided in the Corporate
Governance Report.
18. Loans, Guarantee and Investments
During the year under review, the Company has not given any loans and corporate
guarantees covered under the provisions of Section 186 of the Companies Act, 2013. Details
on particulars relating to investments under Section 186 of the Companies Act 2013 are
given in Notes of the financial statements.
19. Related Party Contracts / Arrangements
All Related Party Transactions entered during the year were on arms length basis
and in the ordinary course of business. There have been no materially-significant related
party transactions made by the Company with the Promoters, the Directors or the Key
Managerial
Personnel which may be in con#ict with the interests of the Company at large.
Accordingly, disclosure of contracts or arrangements with Related Parties as required
under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
The Company has developed a Related Party Transactions Policy for purpose of
identifcation and monitoring of such transactions and accordingly all Related Party
Transactions are placed before the Audit Committee and the Board for approval. The Related
Party Transaction Policy appears on the Companys website at http://www.birla-sugar.com/Assets/Palash/Related%20Party%20Policy-Amended.pdf
The details of related party transactions entered during the year as per the
provisions of Indian Accounting Standard ("Ind AS") 24 have been disclosed in
the Notes to the Financial Statements.
20. Opening of Suspense Escrow Demat Account
The Company has opened a Suspense Escrow Demat Account with Depository Participants
In accordance with SEBI circular and guidelines for crediting unclaimed shares in
dematerialised form lying in the Companys Demat Suspense Account.
21. Risk Management
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize risks
as also identify business opportunities.
22. Internal Financial Controls
The Company has laid down internal financialcontrols, through a combination of
Entity level controls, Process level controls and
IT General controls inter-alia to ensure orderly and e"cient conduct of business,
including adherence to the Companys policies and procedures, accuracy and completeness of
accounting records and timely preparation and reporting of reliable financial statements/
information, safeguarding of assets, prevention and detection of frauds and errors. The
evaluations of these internal financialcontrols were done through the internal audit
process and were also reviewed by the Statutory Auditors. Based on their view of these
reported evaluations, the directors confrm that, for the preparation of financial
statements for the financialyear ended 31st March, 2023, the applicable Accounting
Standards have been followed and the internal financialcontrols are generally found to be
adequate and were operating e#ectively & that no significant defciencies were noticed.
23. Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism and adopted whistle blower policy,
pursuant to which whistle blowers can report concerns about unethical behavior, actual or
suspected fraud or violation of the Companys code of conduct and instances of leak of
Unpublished Price Sensitive Information which are detrimental to the Companys interest.
The vigil mechanism provides for adequate safeguards against victimization of the
Director(s) and employee(s) who avail of this mechanism. No person has been denied access
to the Chairman of the Audit Committee. The Whistle-Blower Policy of the Company can be
accessed on the Companys website at the weblink http://www.birla-sugar.com/Assets/Palash/Whistle-Blower-Policy-Palash-New.pdf
During the year, the auditors and the secretarial auditors have not reported any fraud
under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014.
24. Corporate Governance & Annual Return
Your Directors strive to maintain highest standards of Corporate Governance. The
Corporate Governance Report for the Financial Year 2022-23 is attached as Annexure
"B" to this Report.
The declaration of the Managing Director confrming compliance with the ‘Code of
Conduct of the Company is enclosed as Annexure "C" to this Report and
Auditors Certifcate confrming compliance with the conditions of Corporate Governance is
enclosed as Annexure "D" to this Report The Companys Annual Return in
Form MGT-7 can be viewed on the Company website (www.palashsec.com).
25. Auditors, Audit Qualifcations and Boards Explanations Statutory Auditors
In terms of Section 139 of the Companies Act, 2013 read with rules thereunder, Messrs.
Agrawal Subodh Co., Chartered Accountants, (Firm Registration No: 319260E), were
re-appointed as the Statutory Auditors of the Company for another term of 5(fve) years to
hold o"ce from the conclusion of the 7th AGM till the conclusion of the 12th AGM to
be held in the year 2026.
The Statutory Auditors Report on the financialstatement for financialyear 2022-23
forms part of this Annual Report. Statutory Auditors have expressed their unmodifed
opinion on the Standalone Financial Statements and their reports do not contain any
qualifcations, reservations, adverse remarks, or disclaimers. Further, the qualifcation
expressed by the Statutory Auditors in the Consolidated Auditors
Report are self explanatory and do not call for further comments.
The Statutory Auditors hold valid certifcate issued by the Peer Review Board of the
ICAI, as required under Regulation 33 of SEBI (LODR)
Regulations, 2015.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had
appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to undertake the
Secretarial Audit of the Company for the financialyear 2022-23. The Secretarial Audit
Report is annexed herewith as Annexure "E". The Report does not contain
any qualifcation, reservation or adverse remark.
In addition to the above, pursuant to Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Secretarial Audit Reports of the material
unlisted subsidiaries of the Company viz-a-viz Morton Foods Limited (Formerly known as
Allahabad Canning Limited), Champaran Marketing Co Ltd, Hargaon Investment & Trading
Co. Ltd and OSM Investment & Trading Co Ltd is annexed herewith as Annexure
"E1" ,Annexure "E2", Annexure "E3" & Annexure
"E4" respectively, which is self- explanatory.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, your Company has, on the recommendation of the Audit Committee
re-appointed Messrs M Parasrampuria & Co., Chartered Accountants to conduct Internal
Audit of the Company for the financialyear 2022-23.
26. Investor Education and Protection Fund
The provisions pertaining to Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, are
not applicable to your company.
27. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
During the year under review, no complaint / case was either fled or pending pursuant
to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
28. Energy Conservation, Technology Absorption and Foreign Exchange Earnings &
Outgo
The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply to the
Company. There was no foreign exchange inflowor outflowduring the year under review.
29. Particulars of Employees
There was no employee in the Company who was in receipt of remuneration as required to
be disclosed under section 134 read with Rule, 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
30. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of a#airs of the
Company as at 31st March, 2023 and of the Profit/loss of the Company for the year ended on
that date; c) that proper and su$cient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) that the annual financial statements have been prepared on a going
concern basis; e) that proper internal financialcontrols were in place and that the
financialcontrols were adequate and were operating effectively.
f ) that systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
31. CEO/CFO Certifcation
Mr. Chand Bihari Patodia, Managing Director and Mr. Deepak Kumar Sharma, Chief
Financial O#cer have submitted certifcates to the
Board as contemplated under Regulation 17(8) of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
32. Acknowledgement
Your Directors wish to express their sincere thanks to the bankers and other
stakeholders for their continued co-operation and assistance.
|
For and on behalf of the Board |
|
Shalini Nopany |
|
Chairperson |
|
DIN: 00077299 |
| Place: Kolkata |
|
| Dated: 11th May, 2023 |
|
+91-9892691696
