Dear Shareholders,
Your Directors have pleasure in presenting their 93rd Annual Report along with the
Audited Accounts of the Company for the financial year ended 31st March, 2023
FINANCIAL RESULTS (Rs. in Lacs)
|
2022-23 |
2021-22 |
| Sales & Other Income |
|
20.41 |
| Profit/(Loss) before Interest, Depreciation and Tax |
(715.39) |
(5975.95) |
| Less Interest |
|
|
| Profit/(Loss) before tax |
(715.39) |
(5975.95) |
| Less: Provisions for Tax |
|
|
| Profit/(Loss) after tax |
(715.39) |
(5975.95) |
| Other Comprehensive Income (net of tax) |
(15.96) |
13545.95 |
| Total Comprehensive Income |
(731.36) |
7570.00 |
OVERVIEW:
During the financial year under review, the Company had no income as against Total
Income of Rs. 20.41 lacs in the previous financial year 2021-22. Net Loss after Tax was
registered at Rs. 715.39 lacs as against. Net Loss after Tax of Rs. 5975.95 lacs in the
previous financial year.
Total Comprehensive Loss stood at Rs. 731.36 lacs compared to total Comprehensive
Income of Rs. 7570.00 lacs in the previous financial year.
During the year under review Companys 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 Company 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 2023.
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:
? Ms. Shabnam Agarwal(DIN: 02428022) resigned from Directorship w.e.f 20th October,
2022.
? Ms. Sangeeta Roy (DIN: 09768676) was appointed as Additional Independent Director on
the board w.e.f. 22nd October, 2022 to hold office upto ensuing Annual General Meeting and
being eligible has been proposed to be appointed as Independent Director at the said
Annual General Meeting to hold office upto to 21st October, 2027 or the date of Annual
General Meeting to be held in the year 2027, whichever is earlier.
? Mr. Leonard Carvey (DIN: 08958275) resigned from the Directorship and Whole Time
Directorship w.e.f. 1st March, 2023.
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 Companys 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 Companys
Code of Conduct.
Further, in terms of Section 150 of the Act read with Companies (Appointment and
Qualification of Directors) Rules, 2014. 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 Non-Executive 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 2022-23, the Company held 14 (Fourteen) Meetings of the Board
of Directors. The details of the Meetings and attendance of each of the Directors thereat
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:
During the financial year under review, in view of changes in Directorships of the
Company the Audit Committee of the Company was reconstituted from time to time and the
present Committee comprises of Ms. Sangeeta Roy 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
During the financial year under review, in view of changes in Directorships of the
Company the Nomination and Remuneration Committee was reconstituted from time to time and
the present Committee comprises of Ms. Sangeeta Royas 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:
During the financial year under review, in view of changes in Directorships of the
Company the
Shareholders Grievance Committee reconstituted from time to time and the present
Committee comprises of Mr. Datta Ram Gill as Chairman and Ms. Sangeeta Roy 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 arms 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 Companys website and can be accessed athttp://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 2023
DISCLOSURE ON ONE TIME SETTLEMENT
There was no instance of any one time settlement with the Banks or Financial
Institutions during the financial year under review, except payment to M/s. Orix Leasing
and Financial Services Limited in terms of Court Order dated C.P. No. 778 of 2015 of
Honble High Court, Kolkata.
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 Director affirming compliance with the Companys Code of
Conduct by the
Directors and Senior Management, for the financial year 2022-23, 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 2023 is available on the Companys website at
https://www.hanumansugar.com/annual-secretarial-compliance/annual_return_31st_march_2023.pdf
AUDITORS AND AUDITORS REPORT:
On recommendation of the Audit Committee and in accordance with the provisions of
section 139 of the act, the company had appointed M/s. BDS & Co., Chartered
Accountants (Firm Reg. No. 326264E) as Statutory Auditors of the Company for a term of
five consecutive years i.e. from the conclusion of 92nd AGM until the conclusion of 97th
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 Act1961 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 tax
nor deposited to the credit of the Central Government. |
the Company has not deducted the TDS, the estimation could not be done, hence impact
cannot be ascertained. |
| 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. |
| The balance of Borrowings, Loans and advances, Other Current Assets; Trade Payables
and Other Current Liabilities are taken as appearing in the books of accounts. In 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 |
The Outstanding balances are being carried over from the previous years, since there
has been no transaction with the parties for last few years, due to non- operations in the
factory, the last balances appearing in the books are considered to be correct. |
| 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. |
Initiative has been taken for the updating the records and thereafter the estimation
can be made. Confirmation is awaited from parties |
| The Plant is inoperative since 2012-2013 and no physical verification of assets has
taken place to assess the condition of the assets since. In absence of the same, we are
unable to comment upon the need for impairment of assets on account of any permanent
damage if any |
The Sugar factory has not been in operation since long, and labor unrests have made
the factory premises inaccessible. Hence physical verification could not be conducted. |
| Legal matters as appearing in Contingent Liabilities as of 31.03.21 and any new
dispute which has arisen during the year have been reviewed for their subsequent status
and ascertainment of contingent liability of the company. Any other legal case if company
is involved into for past affairs have not been brought to our information and we are
unable to comment upon the consolidated legal position of the company. . |
No new case has been filed by or against the Company except the Notice issued by
Stressed Assets Stabilization Fund (SASF) dated 19.01.2023 u/s 13(2) of the SARFAESI Act
for recovery from guarantor of the Loan availed by Eastern Sugar & Industries Ltd. |
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.- 2022-23 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 31stMarch
2023is annexed and forms part of the Report.
Observations of the Secretarial Auditors Ms. Meena Chowdhary, Practising Company
Secretary, given in the following:
| AUDITORS REMARKS |
OUR COMMENT |
| The BSE Ltd. has imposed fines on the Company and frezeed the promoters demat account
of the Company, as financial result for quarter and year ended 31st March, 2022 and for
quarter ended 30th June, 2022 was submitted delayed as per Regulation 33(3) of SEBI (LODR)
Regulation 2015. |
Delay in submission of financial result due to delay in finalization of financial
statement for quarter and year ended 31st March 2022 and quarter ended 30th June 2022
respectively. |
| Composition of the Board is not as per regulation 17 of SEBI (LODR) Regulation 2015
and not as per Companies Act, 2013, as Mr. Leonard Carvey Wholetime Director (KMP)
resigned from the board w.e.f 1st March 2023. There is no executive director on the Board
of the Company till date. |
The fine amount of Rs. 177000/- is paid on 29.10.2022 and Rs. 41300/- paid on
21.03.2023 for quarter and year ended 31st March 2022 and quarter ended 30th June 2022
respectively. The Company is regularly following up with BSE for defreeze the promoters
demat account |
| During the financial year under review there is no Chief Financial officer (CFO)
appointed in the Company |
Company is in the process of appointing suitable person. |
|
Company is in the process of appointing suitable person. |
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 Companys
website at https://www.hanumansugar.com/secretarial-compliance-report.html
INTERNAL AUDITORS
The Board of Directors of the Company has appointed Mr. Birendra Kumar Sethia,
(Membership No.063033) Practicing Chartered Accountant and proprietor of B.K. Sethia &
Co., as Internal Auditors to carry-out extensive Internal Audit of the Company for the
Financial Year ended March 31, 2023.
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 Companys 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.
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(5) 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 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 2023 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 companys 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 Companys 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 Companys shares
mandatory, index-materialized form. As on 31st March, 2023, 16363727 equity shares
representing 88.45% of your Companys Equity Share Capital have been dematerialised
STOCK EXCHANGE(S):
Presently, the Shares of the Company are listed on The Calcutta Stock Exchange Ltd,
Kolkata and The BSE Ltd., Mumbai. Annual Listing fee paid up to financial year 2023-24.
Trading of the share is suspended at The Calcutta Stock Exchange Ltd.
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. except the Notice issued by Stressed Assets Stabilization Fund
(SASF) dated 19.01.2023 u/s 13(2) of the SARFAESI Act for recovery from guarantor of the
Loan availed by Eastern Sugar & Industries Ltd.
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.
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