shree hanuman sugar industries ltd share price Directors report


Dear Shareholders,

Your Directors have pleasure in presenting their 92nd Annual Report along with the Audited Accounts of the Company for the financial year ended 31st March, 2022

(Rs. in Lacs)

FINANCIAL RESULTS 2021-22 2020-21
Sales & Other Income 20.41 21.48
Profit/(Loss) before Interest, Depreciation and Tax (5975.95) (47.10)
Less Interest - -
Profit/(Loss) before tax (5975.95) (47.10)
Less: Provisions for Tax - -
Profit/(Loss) after tax (5975.95) (47.10)
Other Comprehensive Income (net of tax) 13,545.95 -
Total Comprehensive Income 7,570.00 (47.10)

OVERVIEW:

Total Income, during the year under review, stood at Rs. 20.41 lacs as against Rs. 21.48 lacs in the previous financial year 2021-22. Loss after Tax was registered at Rs. 5975.95 lacs as against Rs. 47.10 lacs in the previous financial year. Total Comprehensive Income stood at Rs. 7,570.00 lacs compared to total Comprehensive Loss stood at 47.10 in the previous financial year.

During the year under review Company’s Sugar Mill at Motihari, Bihar, remained nonoperational, and closed due to various factors, which mainly included cost ineffectiveness due to old plant and machinery, financial crunch and labour unrest at the Mill.

The management has been taking drive for making the unit operational and wants to undertake up- gradation programmed to make it cost effective at the cost of around 12.50 crores. The up-gradation programme is planned to be part-financed out of Term Loan from Banks/Institutions.

The up-gradation programme involves overhauling, up-gradation and addition of some balancing equipments to ensure immediate achievement of break-even point because of improvement in operational efficiency by way of high productivity, lower cost of production and improvement in quality of sugar, leading to higher sales realizations in the next five years.

The Company also has plans to expand its construction activities by undertaking housing as well as commercial projects.

DIVIDEND:

Your Directors do not recommend any dividend for the year in view of net loss.

TRANSFER TO RESERVE

The Company has not transferred any amount to Reserves for the financial year ended 31 March 2022.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There has been no material event during the year to be reported.

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public falling under the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No Reportable material weakness in the design or operation was observed during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review the following changes took place among the Directors and Key Managerial Personnel of the Company:

• Mr. Bijan Aditya (DIN: 07887918) and Mr. Chinmoy De (DIN: 09057498) were appointed as Independent Directors at the Annual General Meeting held on 29th September, 2021 to hold office upto 28th December, 2025 and February 7, 2026 respectively or the date of Annual General Meeting to be held in 2025, whichever is earlier.

• Approval Of Appointment Of Mr. Leonard Carvey (DIN: 08958275) as Whole Time Director and Key Managerial Person (KMP) of the Company for a period of three years w.e.f. 11th November, 2020

Mr. Datta Ram Gill (DIN: 03366342) retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as required by Regulation 36 (3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings, are given in the notice of the ensuing AGM.

DECLARATION BY INDPENDENT DIRECTORS

The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company are registered with Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

PERFORMANCE EVALVATION

The Company has framed the criteria for performance evaluation of Independent Directors, the Board, the Committees and other individual Directors. Criteria for performance evaluation of the Whole Time Director, Non-Executive Director and Non-Independent Director have also been framed.

The criteria for performance evaluation of Directors among others includes factors such as preparation, participation, engagement, personality and conduct, value addition, strategic planning and vision, team spirit and consensus building, leadership quality, understanding and focus on key business issues, independent thinking and judgment, quality of analysis, experience and business wisdom, management qualities, awareness, motivation, integrity, ethics and receptivity. The criteria for evaluating the Boards functioning/effectiveness inter alia includes its structure, strategic review, business performance review, internal controls, process and procedures.

On the basis of the criteria framed, a process was followed by the Board for evaluating the performance of individual Directors, its own performance and its Committees. The Nomination and Remuneration Committee also evaluated the performance of every individual Director. The Independent Directors in their separate Meeting also carried out the performance evaluation of the Whole Time Director, NonExecutive Director and other non-independent Director as well as the Board of the Company. The Directors expressed overall satisfaction on the performance and functioning of the Board, its Committees and the Directors.

FAMILIARISATION PROGRAMMES

The details of programmes to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model/procedures/processes of the Company, etc. through various programmes are put on the website of the Company and can be accessed at the link: http://www.hanumansugar.com/.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2021-22, the Company held 8 (Eight) Meetings of the Board of Directors. The details of the Meetings and attendance of each of the Directors there at are provided in the Report on Corporate Governance forming part of the Annual Report. The maximum gap between any two consecutive Board Meetings did not exceed 120 days.

AUDIT COMMITTEE:

The Audit Committee comprises Ms. Shabnam Agarwal as Chairperson and Mr. Datta Ram Gill and Mr. Bijan Aditya as its members. The terms of reference of the Committee have been provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Ms. Shabnam Agarwal as Chairperson and Mr. Datta Ram Gill and Mr. Bijan Aditya as members. The terms of reference of the Committee have been provided in the Corporate Governance Report.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated the Nomination and Remuneration Policy, which contains the matters with regard to criteria for appointment of Directors and determining Directors independence and policy on remuneration for Directors, Senior Managerial Personnel and other employees, and the same may be accessed at the Companys website at the link: http://www.hanumansugar.com.

SHAREHOLDERS GRIEVANCE COMMITTEE:

The Shareholders’ Grievance Committee comprises of Mr. Datta Ram Gill as Chairman and Ms. Shabnam Agarwal and Mr. Bijan Aditya as its members. The terms of reference of the Committee have been provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 8 to the Financial Statement.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

All contracts /arrangements /transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company’s website and can be accessed at http://www.hanumansugar.com/.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 22 point no. 3 to the Note of accounts which sets out related party disclosures pursuant to Ind AS.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made and no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year ended March 2022

DISCLOSURE ON ONE TIME SETTLEMENT

There no instance of any one time settlement with the Banks or Financial Institutions during the financial year under review.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control system commensurate with the size and scale of its operations. VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the Listing Regulations, 2015, the Company has in place a Whistle Blower Policy for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of applicable laws and regulations and the Companys Codes of Conduct. The concerns may be reported to the Audit Committee through the Nodal Officer and, in exceptional cases, may also be reported to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

The Whistle Blower Policy may be accessed on the Companys website at the link: https://hanumansugar.com/whistle-blower-policy.html.

COMPLIANCE WITH THE CODE OF CONDUCT:

A declaration signed by the Whole time Director affirming compliance with the Company’s Code of Conduct by the Directors and Senior Management, for the financial year 2021-22, as required under Schedule V of the Listing Regulations, forms a part of this Annual Report.

CORPORATE GOVERNANCE:

The Company adheres to good governance practices. Corporate Governance at the Company extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. While Management Discussion and Analysis Report that is an annexure to the Directors Report the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Directors and Senior Management Personnel and the Employees respectively, are followed in true spirit across all levels of the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2022 is available on the Company’s website at https://hanumansugar.com/Annual_Return_March_2022.pdf.

AUDITORS AND AUDITOR’S REPORT:

In accordance with the provisions of section 139 of the act, the company had appointed M/s. Saraf Manoj & Co., Chartered Accountants, at the Annual General Meeting of the Company, held in 2019, to hold such office for a period of five years till the conclusion of the sixth Annual General Meeting to be held thereafter at a remuneration as may be fixed by the Board of directors of the Company. However, M/s. Saraf Manoj & Co resigned w.e.f 4th April, 2022.

In order to fill-up the casual vacancy, pursuant to provisions of Section 139(8) of the Companies Act, 2013 the Board of Directors, upon recommendation of its Audit Committee and subject of the approval of the Shareholders of the Company, appointed M/s. BDS & Co., Chartered Accountants (Firm Reg. No. 32624E) as Statutory Auditors to hold office up to the date of ensuing Annual General Meeting. The Shareholders has given their approval on 06th August, 2022 to such appointment through Postal Ballot.

On recommendation of the Audit Committee of the Board of Directors of the Company, M/s. BDS & Co., Chartered Accountants (Firm Reg. No. 32624E) are proposed to be appointed as Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of ensuing AGM until the conclusion of AGM of the Company to be held in the year 2027. They have signified their assent and confirmed their eligibility to be appointed as Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

Observations of the Auditors M/s. BDS & Co., Chartered Accountants, on financial statement of the Company given in the following:

AUDITORS REMARKS OUR COMMENT
Non Compliance of sections 192,194A, 194J of The income Tax Acf1961 with respect Io TDS on salary; TDS on interest other than interest on securities TDS on fees for professional & technical services respectively: the company has neither deducted tar nor deposited to the credit of the Central Government. The Sugar factory has not been in operation since long, hence the normal working and availability of data is affected.
Company has not complied with Ind AS l9 for accounting of Gratuity, Leave Liabilities and other retirement benefits towards employees in preparation of the financial statements. Due to non-working in the factory there has been no access to the records of the employees. Initiative has been taken for the updating of the records and thereafter the estimation can be made.
The company has not provided for depreciation on Fixed Assets since 2014, including the period covered under this audit The Sugar factory has not been in operation since long, hence the normal working and availability of data is affected. Due to no access of data, company has been unable to ascertain exact amount of depreciation.
The company has not provided for interest expense on borrowings and advances received from parties. This has resulted in non compliance of Sec 73 to Sec 76 of Companies Act 2013. The management has not been able to provide confirmation statements regarding certain parties. The figure are reflected in the corresponding heads, confirmation is yet to be awaited
The balance of Other Current Assets; Trade Payables and Other Current Liabilities are taken as appearing in the The figure are reflected in the corresponding heads,
books of accounts. ln view of non- reconciliation/confirmation and also in view of pending dispute with some of the parties (as informed by the management), we are not in a position to comment on the correctness of the outstanding balances and resultant impact on the financial statements for the period under audit. confirmation is yet to be awaited

FRAUD REPORTING:

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITORS & REPORT:

Your Company appointed Ms. Meena Chowdhary, Practising Company Secretary, (Membership No. - ACS 41084 and Certificate of Practice No. 16829) as the Secretarial Auditor of your Company for F.Y.- 2021-22 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended 31st March 2022 is annexed as Annexure and forms part of the Report.

Observations of the Secretarial Auditor are self explanatory and do not call for any further comments. SECRETARIAL COMPLIANCE REPORT:

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from Ms. Meena Chowdhary (Membership No. ACS 41084 and CP No. 16829), Company Secretary in Practice, Kolkata and the same was submitted to the stock exchanges within the prescribed time limits. The Annual Secretarial Compliance Report duly signed by the Company Secretary in Practice is available on the Company’s website at https://hanumansugar.com/annual-secretarial- compliance/Annual_Secretarial_Compliance_March_2022.pdf

BUSINESS RISK MANAGEMENT:

The Companys management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks. The Board does not foresee any risk which may threaten the existence of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

As the manufacturing operation of the Company are discontinued and during the year under review and also in the previous financial year there was no manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not provided.

The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

REMUNERATION POLICY

The Board has, on the recommendation of the nomination & remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The Remuneration Policy is available on the Company’s website at https://hanumansugar.com/

EMPLOYEES INFORMATION AND RELATED DISCLOSURES

As required under Section 197(12) of the Companies Act, 2013 read with the Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures of remuneration and other details/particulars of the Directors and employees of the Company are provided in the Corporate Governance Report.

DIRECTOR’S 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(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2022 and of the profit/(loss) of the Company for the year ended on that date;

c) that proper and sufficient 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 financial controls to be followed by the Company have been laid down and that the financial controls are adequate and are operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the company are commercial risks, financial risks, operational risks and legal & regulatory risks. Your company has established a comprehensive risk management system to ensure that risk to the company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DE-MATERIALISATION OF SHARES:

The Company’s equity shares are available for de-materialization on both the depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company’s shares mandatory, index-materialized form. As on 31st March, 2022, 16363727 equity shares representing 88.45% of your Company’s Equity Share Capital have been dematerialised

LISTING AT STOCK EXCHANGE:

Presently, the Shares of the Company are listed on The Calcutta Stock Exchange Ltd, Kolkata and The BSE Ltd., Mumbai.

The Company has received final trading approval from BSE Ltd. w.e.f 28th October, 2021, There is no trading of shares of the Company at the CSE Ltd (suspended). Annual Listing fee paid up to financial year 2022-23.

SUBSIDIARIES, JOINT VENTURE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Ventures or companies during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

Place: Kolkata For & on behalf of the Board
Date: 31.08.2022 SHREE HANUMAN SUGAR & INDUSTRIES LIMITED
Leonard Carvey
Whole Time Director
DIN : 08958275
Chinmoy De
Director
DIN : 09057498