DEAR SHAREHOLDERS,
Your Directors have the pleasure of presenting their 83rd Annual Report
together with the Audited Financial Statements for the period ended 31st March
2023.
GENERAL:
All Indias Production of Sugar for the Season 2022-23 is expected to reach 323 Lakh
tones, as compared to the previous years production of 353 Lakh tones. The Government of
India in order to control the falling sugar prices has continued the release mechanism for
the sale of Sugar and has also maintained the minimum selling price at Rs.31 /- per kg.
The current market price is more than MSP.
Our total crushing of sugar cane for the company including both units for the year
ending on March 31st 2023 was 24.85 Lakh MT and the total bagging was 17.39
Lakh quintals of sugar. The Company has produced 7.82 Crore BLS by directly converting
Juice to Ethanol during this year.
FINANCIAL RESULTS:
The brief financial results of the Company are as shown below:
(Standalone)
Particulars |
31.03.2023 |
31.03.2022 |
|
Rs. in Lakhs |
Rs. in Lakhs |
Total Revenue |
1,94,655.94 |
1,30,382.05 |
Total Expenditure (excluding Depreciation & Amortization) |
1,78,010.03 |
1,24,598.73 |
Profit before Depreciation & Amortization |
1,66,45.91 |
5,783.32 |
Depreciation & Amortization |
1,807.12 |
1,147.20 |
Profit Before Tax / (Loss) & Exceptional items |
14,838.52 |
4,636.12 |
Provision for Tax, (including deferred tax adjustment, short provision
for tax) / MAT Credit entitlement |
4,533.84 |
303.78 |
Profit after Tax / Net Profit / (Loss) |
10,304.68 |
4,332.34 |
Other Comprehensive Income |
-117.28 |
17.32 |
Total Comprehensive Income for the period (Comprising Profit |
|
|
(Loss) and other Comprehensive Income for the period) |
10,187.40 |
4,349.66 |
Earnings Per Share (EPS) |
9.16 |
3.85 |
During this year Company has achieved a recovery of 11.60% at Ugar and 10.25% at
Jewargi. With better price realization and bumper Ethanol production form juice, the
Company has earned a net profit of Rs. 10,304.68 Lakhs compare to last years profit of
Rs. 4,332.34 Lakh.
Transfer to Reserve: No amount has been transferred to Reserve for the Financial Year
2022-23.
DIVIDEND:
Your Directors are pleased to recommend a dividend @ 50% (Rs.0.50 per share) for the
Current Financial Year 2022-23.
OPERATIONS:
SUGAR AT UGAR:
Particulars |
Sugar Season 2022-23 |
Sugar Season 2021-22 |
Date of beginning of the crushing season |
17.10.2022 |
18.10.2021 |
Date of ending of crushing season |
16.03.2023 |
07.04.2022 |
Number of Working Days |
151 |
172 |
Sugar Cane Crushed (Lakh MT) |
19.58 |
23.09 |
Recovery |
11.60% |
11.55% |
Sugar Produced (Lakh QTLs.) |
11.82 |
26.32 |
SUGAR AT JEWARGI :
Particulars |
Sugar Season 2022-23 |
Sugar Season 2021-22 |
Date of beginning of the crushing season |
03.11.2022 |
30.10.2021 |
Date of ending of crushing season |
22.03.2023 |
21.04.2022 |
Number of Working Days |
140 |
174 |
Sugar Cane Crushed (Lakh MT) |
4.41 |
5.29 |
Recovery |
10.25% |
10.75% |
Sugar Produced (Lakh QTLs.) |
4.67 |
5.75 |
DISTILLERY, IML PRODUCTION & ELECTRICITY GENERATION :
Particulars |
Unit |
Financial Year 2022-23 |
Financial Year 2021-22 |
Rectified Spirit Produced (Lakh BL) |
Ugar |
836.55 |
144.54 |
Denatured Spirit Produced (Lakh BL) |
Ugar |
23.76 |
65.59 |
Potable Alcohol Produced (Lakh BL) |
Ugar |
51.82 |
60.44 |
Electricity Generated (Lakh KW) |
Ugar |
1468.55 |
1516.35 |
Electricity Exported (Lakh KW ) |
Ugar |
679.37 |
770.27 |
Electricity Generated (Lakh KW ) |
Jewargi |
475.84 |
408.89 |
Electricity Exported (Lakh KW ) |
Jewargi |
301.94 |
251.31 |
Your Directors expect to procure approximately 30 to 34 Lakh MT of sugarcane at Ugar
and Jewargi Units during the crushing season 2023-24. The above figures would be
determined after observing the monsoon rains.
ENVIRONMENTAL SAFETY:
Our Company continues to pursue its environmental friendly approach toward Industrial
growth. Constant improvements are being made in the process and equipment to minimize the
discharge of effluents and emissions.
FIXED DEPOSITS:
The Company has not accepted fresh deposits from the public pursuant to Section 73 or
76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules,
2014. However,1 (one) Depositor has not claimed his deposit after maturity as on 31st
March 2023, and the amount outstanding as of that date is Rs. 2.55 Lakh. These amounts are
lying with the Company as there is litigation in Sangli Civil Court amongst the heirs
about the true ownership of the deposit. As and when a court order is received, the amount
will be paid.
PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:
The company has not advanced any loans pursuant to Section 186 of the Companies Act,
2013. The Company has given Corporate Guarantees amounting to Rs.65 Cr. to Union Bank of
India for H&T Loans. The investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements at Note No C.
DIRECTORS DETAILS OF APPOINTMENT / CESSATION AND REAPPOINTMENT:
• Mr. Prafulla Vinayak Shirgaokar aged 84 years, is liable to retire by rotation
at this AGM & being eligible offers himself for reappointment. Being a fit and proper
person, the Board intends to reappoint her as a Director
• Mr. Sachin Rajendra Shirgaokar aged 60 years, is liable to retire by rotation at
this AGM & being eligible offers himself for reappointment. Being a fit and proper
person, the Board intends to reappoint him as a Director.
• Board Evaluation-
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulation 2015, the independent directors have evaluated the
performance of working Directors. The Board has carried out an annual performance
evaluation of its performance, the Directors individually as well as the evaluation of the
working of its Audit Committees and Nomination & Remuneration Committees.
• Nomination &Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for the selection and appointment of Directors, Senior Management, and
their remuneration and includes other matters as prescribed under the provisions of
Section 178 of Companies Act and Regulation 19 of SEBI (LODR) 2015. The Nomination &
Remuneration Policy is available on the website of the Company on the following link
http: /
/web.ugarsugar.com/Investor_Relations/Corporate_Announcements.asp?child=3&parent=7
• Meetings:
During the year, Seven Board Meetings and Four Audit Committee Meetings were convened
and held, the details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. The dates and related information is given in the corporate governance report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, we confirm
that-
i] That in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
ii] The directors had selected such accounting policies and applied them consistently
and made a judgment and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
iii] The directors had taken proper and sufficient 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;
iv] The directors had prepared the annual accounts on a going concern basis;
v] The directors, in the case of the listed company, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively and;
vi] The directors had devised a proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively;
CORPORATE GOVERNANCE:
Our Company has been following good Corporate Governance since its inception. The
shares of our Company are listed on BSE Ltd. (formerly Bombay Stock Exchange Ltd.), and
the National Stock Exchange of India Ltd. We are regularly and timely complying with the
requirements as per the Listing Agreement. The company has paid the Annual Listed Fees for
the Financial Year 2022-23. As required by SEBI Guidelines, a Corporate Governance Report
is annexed.
CO-GENERATION AT UGAR & JEWARGI:
During this year electricity generated was 1944.39 Lakh KW of which we have exported
981.31 Lakh KW through, HESCOM, BESCOM, CESCOM, MESCOM, and GESCOM by consuming 6.39 Lakh
MT of Bagasse. We have shifted to open exchange on 3 1st January 2023 and sold
Electricity through PTC.
DISTILLERY:
The production of Rectified Spirit was 49.70 Lakh BL, as compared to 144.54 Lakh BL
during the previous year. During the year under review, we have supplied 786.85 Lakh BL
Ethanol to the Oil Companies.
INDIAN-MADE LIQUOR (IML) AT UGAR:
The Company has manufactured 5.99 Lakh cases at Ugar during this year as against 6.72
Lakh cases during the previous year. The company has continued bottling its products at
M/s. Polson Distilleries and M/s. SDF Industries.
DEMATERIALIZATION OF SHARES:
Our Company has provided connectivity with NSDL & CDSL for the dematerialization of
its shares for trading in electronic form under ISIN-No: INE071E01023. So far 9,62,60,811.
Equity shares have been dematerialized by the shareholders, i.e. 85.57% of total
shareholding as on 31st March 2023. The annual fees of depositories for the FY
2022-23 have been paid by the Company.
CONSERVATION OF ENERGY
All the energy conservation measures successfully implemented in the past are giving
satisfactory results. During the year under review, the particulars pertaining to
conservation of energy, have been given under Annexure I.
Details technology absorption, foreign exchange earnings, and outgo pursuant to Section
134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is annexed as Annexure II. The annexure form part of this report.
Non-material Subsidiary Company
• Ugar Theatre Private Limited was incorporated on 29-11-1977, with the intention
to exhibit films for the Ugar people. With increased media facilities, the film exhibition
had become unremunerative, hence the activity of film exhibition was stopped w.e.f. 30th
January 2004 and the machinery was sold. The Company is presently engaged in providing
warehousing facilities to others. It has become a subsidiary of our company during the
year 2019. It is a non-remunerative subsidy. The accounts have been consolidated with our
company. The Board has approved the scheme of merger between The Ugar Sugar Works Limited
and Ugar Theaters Pvt. Ltd. The Company has filed a merger petition at Mumbai Bech of
NCLT. The final order is awaited.
• USW Spirits Private Limited has been incorporated on 17th February
2021. The Company is in the process of striking off.
QUALIFYING REMARKS IN AUDITORS REPORT:
There are no qualifying remarks in the Statutory Auditors Report.
AUDITORS:
Statutory Auditors
The Companys Auditors, M/s. Kirtane & Pandit LLP, Chartered Accountants, having
FRN-105215W were appointed in the 83rd Annual General Meeting for a term of
five years no ratification is required every year. They have confirmed their eligibility
under Section 141 of the Companies Act, 2013 for the financial year 2022-23. The auditors
have also confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records are maintained by the
Company in respect of its Cost Audit of Sugar, Industrial Alcohol, and Electrical Energy.
Your Directors have appointed M/s Dhananjay V. Joshi & Associates Cost Accountants,
(Firm Registration No: 000030), on the recommendation of the Audit Committee, to audit the
cost accounts of the Company for the financial year 2023-24 on the remuneration of Rs.
2,50,000/-subject to the ratification by General Body.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed CS Abhay Gulavani, Company Secretaries in Practice, Miraj (Membership No F10668)
to undertake the Secretarial Audit of the Company who has consented to the same. The
Report of Secretarial Audit Report is annexed herewith as “Annexure-III”. The
observations made in the report and our reply to the observation are self-explanatory.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year in the
format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in
“Annexure-IV” of this Report.
INTERNAL FINANCIAL CONTROL:
The Company has Internal Financial Controls with proper checks and balances to ensure
that transactions are properly authorized, recorded, and reported apart from safeguarding
its assets. These systems are reviewed and improved on a regular basis.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. The transactions
entered into by the Company during the year were within the limits of the Powers of the
Board as prescribed in Section 188 read with Companies (Meetings of Board & its
Powers) Rules, 2014. There are no materially significant related party transactions made
by the Company with Promoters, Directors, Key Managerial Personnel, other designated
persons, or other related parties which may have a potential conflict with the interest of
the Company at large.
The Company has taken Omnibus approval of the Audit Committee for the Related Party
Transaction. All Related Party Transactions were placed before the Audit Committee and the
Board for their approval.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website.
Details relating to Related Party Transactions are shown in Form No. AOC-2: (Pursuant
to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014) is attached as Annexure V.
PARTICULARS REQUIRED AS PER SECTION 134 OF THE COMPANIES ACT, 2013
As per Section 134 of the Companies Act, 2013 (the ‘Act% your Company has provided
the Consolidated financial statements as on March 31st 2023. Your Directors
believe that the consolidated financial statements present a more comprehensive picture as
compared to standalone financial statements. These documents are available for inspection
during business hours at the Registered Office of your Company and the respective
subsidiary companies. A statement showing the financial highlights of the subsidiary
companies is enclosed in the consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated financial statements of the Company and its subsidiaries for FY
2022-23 are prepared in compliance with the applicable provisions of the Act and as
stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015. The audited consolidated financial statements together with the
Independent, the auditors Report thereon forms part of this Annual Report.
Further, pursuant to the provisions of Section 136 of the Act, the Company will make
available the said financial statements of the subsidiary companies upon a request by any
Member of the Company. These financial statements of the Company and the subsidiary
companies will also be available for inspection to the Members through electronic mode.
The Members desiring financial statements of the Company, Consolidated financial
statements along with other relevant documents, and the financial statements of the
subsidiary companies, may send their request in writing to the Company at
helpdesk@ugarsugar.com and the same would also be available on the Companys website
URL: http: //web.ugarsugar.com/Investor_Relations/AnnualReport.asp?child=4&parent=7
SECRETARIAL STANDARDS
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the
Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2), Secretarial
Standard on Dividend (SS-3), and Secretarial Standard on Report of the Board of Directors
(SS-4). The Company complies with Secretarial Standards and guidelines issued by the
Institute of Company Secretaries of India (ICSI).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATION IN THE FUTURE:
There are no significant and material orders passed by any regulatory authority, court,
or tribunal which shall impact the going concern status and the companys operations in
the future.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2021-22 is available on Companys
website at
URL: http: //web.ugarsugar.com/Investor_Relations/AnnualReturn.asp?child=5&parent=7
DETAILS OF REMUNERATION AS REQUIRED UNDER SECTIONS 178 & 197 (12):
Details of Remuneration as required under Section 178 and 197 (12) of the Companies
Act, 2013 Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given as “Annexure VI.”
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7
of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 22 of the SEBI
(Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has
adopted a Whistle Blower Policy / Vigil Mechanism that encourages and supports its
Directors & employees to report instances of unethical behavior, actual or suspected
frauds or violation of Companys Code of Conduct. It also provides adequate safeguards
against the victimization of persons who use this mechanism and direct access to the
Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy / Vigil
Mechanism Policy has been posted on web site of the company on the link:
http://web.ugarsugar.com/Investor_Relations/Corporate_Announcements.asp?child=3&parent=7
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
The Company has in place a policy on prevention, prohibition & redressal of sexual
harassment of women at work place and an Internal Complaints Committee has been
constituted. No complaints are received during the year.
RISK MANAGEMENT POLICY
Details of the Risk Management Policy as required under the provisions of the Companies
Act 2013 are placed on the Companys website www.ugarsugar.com.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of Business of the company during the year.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2) of the Listing Regulations, inter alia, provides that the annual
reports of the top 1000 listed entities based on market capitalization (calculated as on
31st March of every financial year), shall include a Business Responsibility Report. Since
the Company is one of the top 1000 listed entities (Our rating based on market
capitalization as on 31/03/2023 on BSE is 967 and on NSE is 935.), it has presented its
First Business Responsibility Report for the Financial Year 2022- 23, as Annexure - VII to
this Report.
ACKNOWLEDGMENT:
Your Directors wish to place on record their sincere appreciation for the continued
support received from the Managements of the Central Bank of India, Bank of Baroda, Union
Bank of India, Dombivali Nagari Sahakari Bank, and Sangli Urban Co-operative Bank Ltd, for
providing working capital finance and Central Bank of India, Bank of Baroda, Union Bank of
India, for providing long term finance for Capital Investments, Government of Karnataka
and Electricity Supply Companies (ESCOM), for transmission of energy.
Your Directors thank the Government of India, the Government of Karnataka, the
Government of Maharashtra, Government Authorities, Shareholders, Cane suppliers, Workers,
and Staff for their cooperation and contribution to the overall progress of the Company.
|
By order of the Board of Directors, |
Regd. Office: Mahaveer Nagar, |
For The Ugar Sugar Works Limited, |
Sangli - 416416. |
Shishir S. Shirgaokar |
|
Chairman |
Place : Sangli |
(DIN No. 00166189) |
Date : 8th May 2023. |
|
+91-9892691696
