piccadily sugar & allied inds ltd share price Directors report


Dear Members,

Your Directors have the pleasure in presenting their 30th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2023.

FINANCIAL RESULTS:

Particulars

2022-23 2021-22
Total Income 1904.01 3491.74
Add: other income 275.70 218.98
Total income 2179.71 3710.72
(Increase)/decrease of Stock in trade 35.88 (11.38)
Pro t before Interest , Depreciation, Tax & Exceptional items (31.88) 365.55
Less : Interest 29.28 38.57
Depreciation 289.05 321.70
Pro t before Tax (411.25) 5.28
Provision for Tax - -
Deferred Tax (79.08) 2.59
Earlier years - 1.58
Net Pro t/Loss (207.42) 1.24
Transfer to Pro t & Loss A/c (207.42) 1.24

1. REVIEW OF THE OPERATIONS OF COMPANY

Patran (Punjab): The distillery unit has produced 221811 cases of Punjab Medium Liquor (PML) consisting of 50 degree & 65 degree. The unit has also produced 3423 boxes of Indian made foreign Liquor (IMFL) consisting of 3423 boxes of Whistler whisky. The unit has achieved a turnover of Rs.1055.50 Lacs during the year

Bawal (Haryana) The distillery unit has produced 247186 cases of Country Liquor & has made a turnover of Rs. 841.97 Lacs..

B) Sugar Mill

Sugar Mill did not commence the crushing operations during the season 2022-23, due to adverse conditions prevailing in the entire area. Low recovery of sugar & steep increase in the prices of sugarcane rendered the prices of nished sugar un- remunerative. There is a other income of Rs. 78.14 Lacs during the year.

C) Expansion Plan

Your Company is in the process of upgrading the machinery & implementing the ethanol project at Patran Punjab.

2. STANDALONE RESULTS:

During year under review the total income of the Company is Rs. 2179.71 lacs with a Pro t/Loss before Tax (PBT) of Rs. (411.25) lacs against the income of 3710.72 lacs and Pro t before Tax of Rs. 5.28 lacs in the previous year. Your Company has su ered losses due to intense competition in the Liqour market. However company is devising new policies to increase the margin of pro t & revenue of the company.

3. DIVIDEND

Your Directors have not recommended any dividend on the equity shares for the nancial year ended March 31st, 2023 due to accumulated Losses.

4. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2023 stood at Rs 2325.45 lacs consisting of 23254527 equity shares of Rs.10/- each .During the year under review, the company has not allotted shares or convertible securities or shares with di erential voting rights nor has granted any stock options or sweat equity or warrants.

5. SUBSIDIARY/ASSOCIATE COMPANY

During the year company have no subsidiary company. Details of the subsidiary/associate company are provided in AOC-1 annexed in Annexure-C.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Independent Directors

As on 31st March, 2023 the company has 2 Independent Directors on its board. The Independent Directors have submitted their disclosure to the Board that they ful ll all the requirements as to qualify as an independent director under section 149 (6) of the Companies Act 2013 & 16 (1) (b) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Madhu Sharma (Din no. 07149078) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.

c Appointment/Re-appointment of Director.

Sh. Naveen Pawar re-appointed as Whole Time Director of the Company w.e.f 30th July 2023 for a period of one year subject to the approval of shareholder in the forthcoming Annual General Meeting.

(d) Number of meetings of Board of Directors

During the year under review 11 (eleven) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

(e) Board Evaluation

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

(f) Details of Familiarization Programme

The details of the programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at www.psailpatran.com.

(g) Committees of Board

Pursuant to requirement under Companies Act , 2013 & Listing Regulations the Board has constituted the following committees

a) Audit Committee b) Stakeholder Relationship Committee. c) Nomination & Remuneration Committee

The details of committees viz composition , number of meeting held & attendance of committee members in the meeting are given in Corporate Governance Report forming part of Annual Report.

h) Key Managerial Personnel.

During the nancial year ended March 31, 2023 the following persons are the Whole Time Key Managerial Personnel (KMP) of the Company in term of provision of section 203 of the Companies Act, 2013.

Name

Designation
1 Mr. Anil Kumar Jain* Chief nancial o cer
2 Mr. Rajesh Kaushik** Chief nancial o cer
3 Mr . Naveen Pawar*** Whole time Director
4 Mr Sunil Kumar **** Whole time Director
5 Ms. Sapna Company Secretary

* Mr. Anil Kumar Jain Resigned as CFO on 21/10/2022 **Mr. Rajesh Kaushik was appointed as CFO 03/01/2023

***Mr. Naveen Pawar Joined as Whole time Director on 30/7/2022 ****Mr. Sunil Kumar Resigned as Whole time Director on 06.07.2022

7. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

8. STATE OF AFFAIRS OF THE COMPANY

The state of a airs of the company is presented as part of Management Discussion and Analysis Report in a separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

9. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes a ecting the nancial position of the company subsequent to the close of the nancial year 2022-23 till the date of report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no signi cant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the nancial statement.

11. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any non-compliance of Chapter 5 of Companies Act 2013 and rules framed there under.

12. RISK MANAGEMENT

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

13. LISTING WITH STOCK EXCHANGE

The Companys Share continues to be listed at the BSE Limited (BSE). The Annual Listing fee the nancial year 2023-24 has already been paid.

14. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

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

16. AUDITORS & AUDIT REPORT

a. Statutory Auditors

M/s Jain & Associates, Chartered Accountants , Chandigarh the Statutory Auditors of the company were appointed by the members at the 29th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General meeting of the company pursuant to section 139 of the Companies Act 2013.They have con rmed that they are not disquali ed from continuing as Auditors of the company.

The Auditors Report does not contain any quali cation, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.

b. Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Prince Chadha, Practicing Company Secretary as Secretarial Auditors of your company for the nancial year 2023-24.

The Secretarial Audit report for the nancial year 2022-23 is annexed to this report as "Annexure-A" ,

The Secretarial Auditors report does not contain any quali cation, reservation or any adverse remark.

17. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the nancial performance of the company.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per "Annexure-B".

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board has framed a Policy on related party transactions and placed the same on the Companys website. The related party transactions between the Company and the Directors, Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the nancial statements in Notes to Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever applicable.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, and however there is no transaction during the year.

21. INTERNAL CONTROLS

The Audit Committee actively reviews the adequacy and e ectiveness of the internal control systems and suggests improvements to strengthen the same. The Management Information System of the Company is an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit ndings and the corrective actions taken.

Audit plays a key role in providing assurance to the Board of Directors. Signi cant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor has an access to the Chairman of the Audit Committee.

22. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company.

23. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at www.psailpatran.com.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

The expenditure on the corporate social responsibility is not applicable on the company as there are no average pro ts as provided u/s 135 of Companies Act 2013 during the last three preceding years.

25. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all employees, compliances of environmental regulations and preservation of natural resources are regularly monitored. The e uent and emissions from the plants are regularly monitored and treated.

26. CEO/CFO CERTIFICATION:

In terms of the SEBI (Listing obligation and disclosures requirement) 2015, the Certi cate duly signed by Mr. Naveen Pawar, Whole Time Director, Mr. Rajesh Kaushik, Chief Financial O cer (CFO) of the Company was placed before the Board of Directors along with the annual nancial statements for the year ended on March 31, 2023, at its meeting held on 26/05/2023. The said Certi cate is also annexed to the Corporate Governance Report

27. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015.Management discussion and Analysis, Corporate Governance Report and Auditors certi cate regarding compliance of conditions of corporate governance are made part of the Annual Report as per "Annexure-F".

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the website of the company and can be viewed on www.psailpatran.com.

Your board has in accordance with the requirements of Companies Act 2013 &SEBI (Listing obligation and disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee& Stakeholders relationship Committee is given in

"Annexure-F".

28. WHISTLE BLOWER / VIGIL MECHANISM POLICY

Whistle Blower / Vigil Mechanism policy regulation 22 of the Listing regulations and subsection (9 & 10) of section 177 read with rule 7 of the companies (Meetings of Board & its powers) Rules, 2014, inter-alia, provides, for all listed companies to establish a Whistle Mechanism called whistle blower policy for Directors & employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

As a conscious & vigilant organization, the company believes in the conduct of the a airs of it constituents in a fair & transparent manner, by adopting the highest standards of professionalism, honesty, integrity & ethical behavior. In its endeavor to provide its employee a secure & fearless working environment, the company has established the Whistle Blower Policy.

The Whistle Blower Policy and establishment of Vigil Mechanism have been appropriately communicated with in the company. The purpose of the policy is to create a fearless environment for the Directors & employees to report any instance of unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. It protects Directors & employees wishing raise a concern about serious irregularities within the company.

During the year, the company has not received any complaint under Vigil mechanism / whistle blower policy.

29. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like re, ood, public liability, marine etc.

30. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSED ACT 2013)

Your company is committed in creating & maintaining a secured work environment where is its employees, agents vendors & partners can work and pursue business together in an atmosphere free of harassment, exploitation & intimidation. To empower women & protect woman against sexual harassment a policy for prevention of sexual harassment had been rolled out & internal complaints committee as per legal guidelines had been setup. This policy allows employees to report sexual harassment at the work place. The internal committee is empowered to look into all complaints of sexual harassment& facilitate free & fair enquiry process with cleat timelines .The policy on prevention of sexual harassment is also posted on the website of the company.

During the year ended 31st March 2023, No complaints pertaining to sexual harassment was received by the company.

31. EMPLOYEES AND INDUSTRIAL RELATIONS

The Board of Directors and the Management are extremely thankful to all the employees for their commitment, competence and dedication in the a airs of the Company. The relation between the management and employees are transparent, healthy and cordial.

The Board of Directors are pleased and place on record its appreciation for all categories of employees for their sincere e orts and the sense of belongingness and commitment towards the Company.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered O ce of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) and section 134(5) of the Companies Act 2013, your Directors hereby report that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of a airs of the Company at the end of the nancial year and of the Pro t & Loss of the Company for the said period.

c) The Directors have taken proper and su cient care 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

d) The Directors have prepared the Annual Account ongoing concern basis.

e) The Directors in the case of a listed company had laid down internal nancial controls to be followed by the company and that such internal nancial controls are adequate and were operating e ectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

33. INSOLVENCY AND BANKRUPTCY CODE UPDATE

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

34. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION

The Company has not made any valuation for one-time settlement with banks and nancial Institution. Hence, there is no reason for elaboration on the said aspect.

35. DEMAT SUSPENSE ACCOUNT

The company has not transfer any equity share(s) to Demat Suspense Account during the year.

36. COST AUDIT

Cost Audit is not Applicable to the company

37. APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the company and their gratitude to the companys valued customers, farmers, bankers, vendors, for their continued support and con dence in the company.

For Piccadily Sugar & Allied Industries Limited
Sd/- Sd/-
Place: Chandigarh (Naveen Pawar) (Harvinder Singh Chopra )
Date :17/08/2023 Wholetime Director & Chairman ( Director)
Din No . 09691282 Din No 00129891