Shree Hanuman Sugar & Industries Ltd Directors Report

TO THE MEMBERS

Dear Shareholders,

Your Directors have pleasure in presenting their 94^thAnnual Report along with the Audited Accounts ofthe Company for the financial year ended 31^st March, 2024

FINANCIAL RESULTS		(Rs. in Lacs)
	2023-24	2021-22
Sales & Other Income
Profit/(Loss) before Interest, Depreciation and Tax	(26.44)	(715.39)
Less Interest
Profit/(Loss) before tax	(26.44)	(715.39)
Less: Provisions for Tax
Profit/(Loss) after tax	(26.44)	(715.39)
Other Comprehensive Income (net of tax)	3.00	(15.96)
Total Comprehensive Income	(23.44)	(731.36)

OVERVIEW:

No Income during this financial year under review, and in the previous financial year. Net Loss after Tax was registered at Rs. 26.44 lacs as against Net Loss after Tax of Rs. 715.39 lacs in the previous financial year.

Total Comprehensive Loss stood at Rs. 23.44 lacs compared to total Comprehensive loss of Rs. 731.36 lacs in the previous financial year.

During the year under review Companys Sugar Mill at Motihari, Bihar, remained non-operational, 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 2024.

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.

DIRECTORSAND 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. Sangeeta Roy (DIN: 09768676) who was appointed as Independent Directors at the Annual General Meeting held on 22nd September, 2023 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, has since resigned from Directorship w.e.f. 15th February, 2024.

? Mrs. Khushboo Doshi (PAN: DTVPD3744M) resigned from post of Company Secretary w.e.f 16th February, 2024.

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 2023-24, the Company held 8 (Eight) 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 Mr. Chinmoy De 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 Mr. Chinmoy De 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:

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 Mr. Chinmoy De 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 8to 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

An application u/s 7 of the Insolvency and Bankruptcy Code, 2016 has been filed by Stressed Assets Stabilization Fund (SASF), against the Company, invoking the corporate guarantee in the matter of Eastern Sugar & Industries Limited. The matter is pending for listing and admission before the NCLT, Kolkata Bench, during the financial year ended March 2024.

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.

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 2023-24, 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 here to 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 2024 is available on the Companys website at https://hanumansugar.com/annual-return.html

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.

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 and 194 of The Income Tax Act1961 with respect to TDS. The company has neither deducted tax nor provided liability or deposited to the credit of the Central Government upto March 2022.	The Company has not deducted the TDS as factory is not in operation since long, normal working and availability of data is affected, and the estimation could not be done.
Company has not complied with Ind AS 19 for accounting of Gratuity, Leave Liabilities and other retirement benefits towards employees in preparation of the financial statements. Although, liabilities as agreed upon during one time settlement with Labour Union on 18.12.18, has been provided for.	Estimation of the liabilities towards employees has been ascertained and impact of the same has been provided forin the balance sheet..
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. The fixed assets register including all relevant documents are destroyed and could not be recovered. 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 of the records and thereafter the estimation can be made. Confirmation is awaited from parties.
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 resultant impact if any arising out of the above observations which may have consequential effect on the years profit/loss and net asset position of the company at the yearend has neither been ascertained nor provided for and operating results for the year are overstated and/or understated to the extent thereof.	The figures are reflected in the corresponding heads, confirmation is yet to be awaited
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.
Contingencies	Contingencies:
List of legal matters as appearing in Contingent Liabilities Schedule in Financial Statements for the year ended March 31,2021 when we had taken over the Statutory Audit has been considered complete with regard to all legal disputes of the company as of that date. We have been reviewing the status of those cases since and also the cases, if any, arisen during the audit period. Any other legal case if company is involved into, for past affairs, has 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 following;
	(a) 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.
	(b) An application u/s 7 of the Insolvency and Bankruptcy Code, 2016 has been filed by Stressed
Commitments	Assets Stabilization Fund (SASF), against the
The list of commitments as appearing in the Financial Statements for the year ended March 31, 2021 has been considered complete as of that date and have only been subsequently reviewed for any changes. Any error or omission in that list has not been verified by us due to non provision of any additional case information by the management for earlier period.	Company, invoking the corporate guarantee in the matter of Eastern Sugar & Industries Limited. The matter is pending for admission before the NCLT, Kolkata Bench.
No new commitments have been made by the company due to Nil operational activity.	(c) By order dated 15.03.2024, passed by the Recovery Officer, Debt Recovery Tribunal, Patna in RP 33/2010 Bank of India Vs Eastern Sugar & Industries Ltd., has executed attachment of PAN of the Company (PAN: AAECS0448M) and Shruti Limited (PAN: AADCS7585G) promoter of the Shree Hanuman &Industries Ltd., being the guarantors of the debts of Eastern Sugar & Industries Ltd.
Guarantees
The list of guarantees and its related charge information as given in the financial statement for the year ended March 31, 2021 has been considered to be complete as of that date. Any error or omission in that list has not been verified by us due to non provision of any additional case information by the management for earlier period.	Guarantees: Necessary changes in guarantee clause has been done in the Annual report for the financial year ended 2022- 23 as per discussion with the auditor and in terms of a letter dated 07.09.2023 of Stressed Assets Stabilization Fund (SASF) to the Auditor. All relevant guarantee documents has been provided to the auditor by the Company.
Management has done impairment on stores and spares in the year 2022-23 to the tune of Rs 45 lacs but we have not been provided any reasonable basis for doing the same except the board resolution. Valuation report for the remaining stores available has also not been provided.	Since the factory has not been in operation for more than five years. Stores and spares were destroyed due to leakage and fermentation and has become irreparable and irrecoverable over the years. Hence written off by the Board as per reasons mentioned in resolution as per the information received from the local security guards.
Various payables have been written on and various receivables have been written off since the beginning of our audit period in 2021-2022 with management approvals. We have not been given reasonable information for doing the same. Only board resolution for the approval is provided.	Since the factory has not been in operation for more than five years. Balances have been (written off/paid off and/or regrouped/rearranged) or written back with due approval of the board with specific reasons as given in relevant board resolutions.
Several provisions of expense and tax liabilities of prior period have been made since we took over the audit, but we are unable to comment upon the completeness or the sufficiency of the accruals. We are unable to comment if no other accruals will be made subsequently for earlier period.	All liabilities has been reassessed and in term of agreement with labour union dated 18.12.2018, necessary short fall of provision has been provided as per resolution dated 09.02.2022.
No deferred Tax assets or liabilities are created by the company due to prolonged period of no operations.	No deferred Tax assets or liabilities provided as nil operations

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 Mrs. Pooja Sharma, Practising Company Secretary, (Membership No. - FCS 10001 and Certificate of Practice No. 12020) as the Secretarial Auditor of your Company for F.Y.- 2023-24 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 31^stMarch 2024is annexed and forms part of the Report.

Observations of the Secretarial Auditors given in the following:

AUDITORS REMARKS	OUR COMMENT
Composition of the Board is not as per regulation 17 of SEBI (LODR) Regulation 2015 and not as per Companies Act, 2013. There are no Executive Director, Women Director and no KMP appointed during the year under review after resignation of previous Directors and KMP.	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 had 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, 2024.

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, 2024, 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 2024 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 31^st March, 2024, 16363897equity shares representing 88.45% of your Companys Equity Share Capital have been dematerialized.

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 of the BSE Ltd. 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.

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 an order dated 15.03.2024, passed by the Recovery Officer, Debt Recovery Tribunal, Patna in RP 33/2010 Bank of India Vs Eastern Sugar & Industries Ltd., has executed attachment of PAN of the Company (PAN: AAECS0448M) and Shruti Limited (PAN: AADCS7585G) promoter of the Shree Hanuman & Industries Ltd., being the guarantors of the debts of 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.