uttam sugar mills ltd share price Directors report

DIRECTORS REPORT

To

The Shareholders of the Company,

Your directors take pleasure in presenting this Twenty Eighth Annual Report together with the Audited Annual Financial Statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31^st March, 2023 are as under:-

	(Rs. in Lakhs)
PARTICULARS	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	2,05,886.93	2,03,434.59
Profit before Depreciation & Tax	20,122.85	21,035.10
Less:
Depreciation	3,626.29	3,320.99
Profit before Tax	16,496.56	17,714.11
Less: Provision for Taxation
Current Tax	3,700.00	-
Deferred Tax	434.42	4,222.09
Profit after Tax	12,362.14	13,492.02
Total Other Comprehensive Income/(Loss)	21.87	55.25
Profit for the year	12,384.01	13,547.27
Add: Balance brought forward from Previous Year	22,143.75	13,051.95
Less: Amount transferred to Capital Redemption Reserve on redemption during the year
i) 199000 (2973300 in FY 2021-22) 6.50% Non-Cumulative Redeemable Preference Shares	199.00	2,973.30
ii) 218700 (417000 in FY 2021-22) 10% Non-Cumulative Redeemable Preference Shares	218.70	417.00
Less : Impact of redemption of Preference Shares out of opening retained earning	208.08	1,065.17
Less: i) Equity Dividend paid out of retained earnings	762.76	-
ii) Preference Dividend paid out of retained earnings	48.04	-
Surplus transferred to Balance Sheet	33,091.17	22,143.75

DIVIDEND

Your directors recommended a dividend at the prescribed rate on 6.50% Non-Cumulative Redeemable Preference shares and on 10.00% Non-Cumulative Redeemable Preference shares and 25% i.e. 2.50 per Equity Share of 10/- each, for the year ended 31^st March 2023, which is subject to the approval of Shareholders at the ensuing Annual General Meeting of the Company. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on Friday, 15^th September, 2023.

PERFORMANCE OF THE COMPANY

Revenue from Operation during the year under review was Rs.2,05,886.93 Lakhs as compared to Rs.2,03,434.59 Lakhs in the previous financial year.

EBITDA during the year under review was Rs.25,362.67 Lakhs as compared to EBITDA of Rs.28,527.55 Lakhs during previous FY, 11.09% lower EBITDA as compared to previous FY is on a count of higher average cane cost besides lower valuation of Sugar Stock.

Earning before tax during the year under review was at Rs.16,496.56 Lakhs when viewed in conjunction with that of the previous FY Rs.17,714.11 Lakhs.

Earnings after tax during the year under review was at Rs.12,362.14 Lakhs, as compared to the earnings after tax of previous FY of Rs.13,492.02 Lakhs.

REVIEW OF OPERATIONS Sugar Division

Operational data of the Company for the financial year 2022-23 and 2021-2022 are as under:-

Financial Year	Cane crushed (In Lakhs Qtls.)	Sugar produced (In Lakhs Qtls.)	Recovery %
2022-23	424.60	44.88	10.57
2021-22	373.16	41.31	11.07

Following are the season wise data of Cane crushed and Sugar produced:

Crushing Season	Cane crushed (In Lakhs Qtls.)	Sugar produced (In Lakhs Qtls.)	Recovery %
2022-23	432.04	44.74	10.36
2021-22	382.75	41.98	10.97

Note: Average recovery consisting with syrup/BHy/CHy.

Major Highlights of FY 2022-23 and of SS 2022-23

> Highest-ever sugarcane crushing at 432.04 Lakhs quintals in the Sugar Season (SS) 2022-23 as against 382.75 Lakhs quintals in SS 2021-22, an increase of around 13% over the previous season on account of better yield & less diversion of cane in kolhu/crusher because of lower rate of Jaggery.

> During the SS 2022-23 sugar production was 44.74 Lakhs quintals as against 41.98 Lakhs qtls in SS 2021-22.

> Company has crossed total revenue of more than Rs.2000 crores and PAT of more than Rs.120 crores in previous two years.

> Sugarcane crushing in FY 2022-23 increased by around 14% y-o-y at 424.60 Lakhs Qtls as against 373.16 Lakhs Qtls.

> Net Recovery of Sugar during the season was 10.36% in SS 2022-23 as against 10.97% in SS 2021-22 with B Hy molasses/syrup.

> Highest-ever Alcohol production of 5.50 crore litres, an increase of 8% over previous year due to additional capacities as compared to previous financial year.

> During the SS 2022-23, all plants of company were operated on B Hy molasses and on syrup.

> Higher quantity of Bagasse saved as compared to previous season on account of muddy juice application on mills besides better capacity utilisation.

> The company has substantially reduced the Groundwater extraction during the current sugar season as compared to earlier season.

> Company has planned further expansion of Distillery capacities from 200 KLPD to 300 KLPD besides working on energy efficiencies and consequently improvement in Crushing Capacity.

The Company registered a gross turnover of Sugar of Rs.1,65,520.13 Lakhs for the year ended 31^st March, 2023 against Rs.1,63,290.23 Lakhs for the year ended 31^st March, 2022- an increase of gross turnover by 1.37 %. The net sales realization of Sugar was at Rs.3592 per qtl during Current year ended 31^st March, 2023 as against Rs.3475 per qtl during the previous year ended 31^st March, 2022.

Net Sales Realization for Domestic sales were Rs.3638/- per qtl as against Rs.3542/- per qtl and in case of Export sales net Realization during 2022-23 were Rs.3497/- per qtl as against Rs.3219/- per qtl in previous financial year. During the year export sales was 33% of total sales as against 21% in previous financial year.

During the current season, the Company commenced its crushing in Barkatpur and Khaikheri in 4^th week of October 2022 and in other 02 units i.e., Libberheri & Shermau in 2^nd week of November 2022. The results in terms of recovery were slightly on lower side as compared to previous season mainly due to climatic changes besides longer season.

The Companys aggregate sugar cane crushing were 432.04 Lakhs qtls during the season 2022-23 as against 382.75 Lakhs qtls in 2021-22. The Company had a recovery of 10.36% as against 10.97% in previous season.

The Company continued to focus on cane development activities, comprising of varietal replacement with proven high sugared varieties, change in pattern of sowing, ratoon management, encouraging use of Bio - fertilizers, Bio-pesticides, soil testing activities etc. and modern agricultural practices due to which the recovery and crushing is expected to improve further in the coming season. Apart from these activities, company is further strengthening the cane development activities by way of development of in-house agri research centre, integrated pest management programme, soil testing facilities, encouraging use of Bio-fertilizer and Bio-pesticides and training facilities for the farmers & cane development staff.

The Uttar Pradesh and Uttarakhand Government has announced State Advised Price (SAP) for sugarcane at 340/- per qtl ( 350/- per qtl for early variety) and 345/- per qtl ( 355/- per qtl for early variety) respectively for season 2022-23 likely it was in season 2021-22. However the FRP for the SS 2022-23 announced Rs.305/- qtl at base recovery of 10.25% as against Rs.290/- qtl at base recovery of 10%.

Govt. of India has decided to allow export of sugar up to 6 Million Tonnes with effect from 01.11.2022 to 31.05.2023 and accordingly we have been allotted 78849 Tonnes under MAEQ for Export and already dispatched the total allotted quantity.

Co-generation Division

During the period under review, your company produced 2,892.69 Lakhs KWH of power as compared to 2,876.70 Lakhs KWH of power in the year 2021-2022. Out of total production, your company exported 1,504.02 Lakhs KWH to UPPCL/UPCL for a total amount of Rs.6040 Lakhs against 1452.22 Lakhs KWH for an amount of Rs.5711 Lakhs in the previous year. The main reason of increase in power revenue is due to higher unit of power exported and increase in rate as compare to previous financial year.

Distillery Division

Your company has two Distilleries with an installed capacity of 200 KLPD [(150 KLPD at Barkatpur (Distt. Bijnor) in the State of Uttar Pradesh and 50 KLPD Libberheri (Distt. Haridwar) in the State of Uttarakhand].

During the year under review 550.43 Lakhs bulk litres (BL) of industrial alcohol produced as compared to 506.15 Lakhs bulk litres in the year 2021-22 and your company sold 545.20 Lakhs bulk litres industrial alcohol (including Ethanol) as compared to 521.59 Lakhs bulk litres in the previous financial year.

CO₂ gas sold of 51.29 Lakhs kg amounting to Rs.135.00 Lakhs during the Year as compared to sales of 31.12 Lakhs kg amounting to Rs.79.00 Lakhs in the previous year ended 31^st March 2022.

During the year under review 61.91 Lakhs kg of Potash amounting to Rs.115 Lakhs sold as against 9.64 Lakhs kg amounting to Rs.23 Lakhs in previous financial year.

From the above table, continuous growth being observed in the segment. Our presence is increasing in all the sector like in General Trade, Modern Trade, HORECA, various companies etc. During the financial year 2022-23, 5.11% growth were observed as compared to previous financial year.

The Indian Sugar industry review

The Indian Sugar Season 2022-23 was characterized by few landmark statistics such as

a) All India Sugar Production in SS 2022-23 is estimated at 323 lakh tonnes production as against 353 Lakhs tonnes in SS 2021-22 is lower mainly due to impact in yield due to adverse weather conditions specifically in Maharashtra.

b) During the Season, in Maharashtra sugar production substantially reduced at 105 Lakhs tonnes as against 137 Lakhs tonnes in previous season.

c) Uttar Pradesh, Karnataka, and Maharashtra together contribute to more than 80% of the total sugarcane production in India.

d) Govt. of India has decided to allow export of sugar up to 6 Million Tonnes with effect from 01.11.2022 to 31.05.2023 and almost above total quantity dispatched.

e) The average blending percentage of ethanol is 11.74 % till June, 2023. The target is to reach 12% blending in ESY 2022-23, 15% in 2023-24 and 20% in 2024-25.

f) During the SS 2022-23, the SAP remains same at Rs.340/- qtl and Rs.345/- qtl in the state of Uttar Pradesh and Uttarakhand respectively (Early variety Rs.350/- qtl and Rs.355/- qtl respectively).

g) FRP for SS 2022-23, finalised at Rs.305/- Qtl at basic recovery of 10.25%, premium of Rs.3.05/- qtl for each

0.1% increase in recovery over and above 10.25%.

h) FRP for SS 2023-24 fixed at Rs.315/- qtl for basic recovery rate of 10.25%, premium of Rs.10.25%, premium of Rs.3.07/- qtl approved for recovery every 0.1% increase.

i) The intervention of the Government needed for the industry with respect to MSP which needs to be increased from Rs.3100/- qtl as cost of production is very high as compare to MSP.

The Indian Ethanol industry review

Ethanol is one of the principal biofuels, which is naturally produced by the fermentation of sugars by yeasts or via petrochemical processes such as ethylene hydration. It has medical applications as an antiseptic and disinfectant. It is used as a chemical solvent and in the synthesis of organic compounds, apart from being an alternative fuel source.

Achieving energy security and the transitioning to a thriving low carbon economy is critical for a growing nation like India. Blending locally produced ethanol with petrol will help India strengthen its energy security, enable local enterprises and farmers to participate in the energy economy and reduce vehicular emissions. The Government of India notified the National Policy on Biofuels - 2018 (NPB-2018) on 4.06.2018 wherein, under the Ethanol Blended Petrol (EBP) Program, an indicative target of 20% blending of ethanol in petrol by 2025 was laid out.

The India Ethanol market has reached around 500 Crore liters in FY2023. The Indian Ethanol market is projected to expand swiftly in the forecast period on the back of increased Ethanol consumption in fuel additives and beverages. Moreover, major investments made by the Government of India towards converting excess sugar to Ethanol, further strengthened by the governments vision to create an Ethanol Economy will accelerate the Ethanol demand in the forecast period.

With the start of National Biofuel Policy 2018, which has put forth an Ethanol blending target of 10% by 2022 and 20% by 2025, Ethanol demand is set to grow by leaps and bounds in the period of forecast. Over the past five years, the Indian government has been encouraging Ethanol capacity expansion to cut its dependency on imported crude oil and channelize the excess sugar inventories into Ethanol production. These factors will further propel the growth of the Ethanol market in India and reach a figure of approximately 1000 crore liters by FY2025.

Around 40.30 Lakhs metric tonnes of Sugar is expected to be diverted, in ethanol in ESY 2022-23, out of 40.30 Lakhs MT around, 20.55 Lakhs MT sugar be diverted in ethanol from Sugar-cane juice & 19.75 Lakhs MT sugar be diverted through B Hy molasses. In totality around 12.48% of sugar production be diverted in ethanol manufacturing.

Your company has also diverted 5.70 Lakhs qtls of sugar for ethanol manufacturing, which is around 12.74% of sugar production.

By 2025, at 20% blending level, ethanol demand will increase to 1016 crore litres. Therefore, the worth of the ethanol industry will jump by over 500% from around Rs.9,000 crore to over Rs.50,000 crore.

As per the Roadmap prepared by NITI Aayog which is based on the projected sale of petrol, the estimated requirement of ethanol for blending with petrol is 542 crore litres for ESY 2022-23, 698 crore litres for ESY 2023-24, 988 crore litres for ESY 2024-25 and 1016 crore litres for ESY 2025-26.

The programme gives sugarcane farmers an additional source of income. During the last eight years, ethanol suppliers have earned 81,796 crore while farmers have got 49,078 crore. The country saved Rs.53,894 crore in foreign exchange outgo. Also, it led to reduction of 318 lakh tonnes of carbon-dioxide (CO₂) emissions.

S Ethanol blending target % under EBP scheme chart from 2015 is as below:

Year	Blending Rate (%)
2015	3.00
2016	4.30
2017	2.40
2018	4.00
2019	4.50
2020	5.00
2021	8.10
2022	10.00
2023*	12.00
2024*	15.00
2025*	20.00

*(Estimated)

S The Central Govt. has increased the price of Ethanol for ESY 2022-23:

o Price of Ethanol from C hy Molasses increased from 46.66 to 49.41 Per litre.

o Price of Ethanol from B hy Molasses increased from 59.08 to Rs.60.73 Per litre.

o Price of Ethanol from Sugar cane Juice/Sugar/ Sugar Syrup increased from Rs.63.45 to Rs.65.61 Per litre.

o Price of Ethanol from Damaged food grain Increased from Rs.52.52 to Rs.55.54 Per litre.

o Price of Ethanol from FCI Rice - Rs.58.50 per litre.

o Price of Ethanol Maize increased from Rs.52.52 to Rs.56.35 Per litre.

GST and Transport rate extra. Further, during the current ESY, transport rates are also rationalized.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2023 stood as Rs.38.14 Crores. During the year under review, the Company has not issued any Shares including shares with Differential Voting Rights/ Stock Options/Sweat Equity etc. Further, during the year under review the Company had redeemed 1,99,000 6.50% NonCumulative Redeemable Preference shares and 2,18,700 10.00% Non-Cumulative Redeemable Preference shares as per the terms of the issue.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed or unpaid deposits at the end of Financial Year i.e. 31^st March, 2023.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) Retirement by Rotation

Mr. Shankar Lal Sharma, Whole Time Director (DIN: 09018381) of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Shankar Lal Sharma as Director in the ensuing AGM of the Company.

Changes in the Board/KMP (Appointment and Resignation)

During the year under review, Mr. Ravi Kumar has been appointed as an Additional cum Independent Director on the Board of the Company w.e.f. 10^th August, 2022. In compliance of Sections 149 and 160 of the Companies Act, 2013, at the 27^th Annual General Meeting held on 23^rd September, 2022, Mr. Ravi Kumar has been regularized by shareholders to hold office for a period of five years commencing from 10^th August, 2022 to 09^th August, 2027. Further, Mr. Gopalaiyer Ramarathnam ceased to be Chief Legal and Corporate Affairs & Company Secretary of the Company due to his sudden demise on 10^th January, 2023. The Board places on record its deep appreciation for the contributions of Mr. Gopalaiyer Ramarathnam during his tenure.

Accordingly, Mr. Rajesh Garg, Joint Company Secretary & Compliance Officer has been designated as Company Secretary & Compliance Officer of the Company w.e.f 11 ^th February, 2023.

There are no other changes taken place in the Board during the year under review.

Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Shankar Lal Sharma, Whole Time Director and Mr. Raj Kumar Adlakha, Managing Director, proposed to be re-appointed and their Qualifications, Experience alongwith the name of Listed Companies in which they hold the Directorship and Listed Companies in which they hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings are given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and state that:

i. in the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; if any;

ii. they have selected appropriate accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 ^st March, 2023 and of the profits of the Company for the year ended on that date;

iii. they have 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. they have prepared the annual accounts on a going concern basis;

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

AUDITORS

Pursuant to the applicable provisions of the Act, the members of the Company at their 27^th Annual General Meeting held on 23^rd September, 2022, appointed M/s B.K. Kapur & Co., Chartered Accountants (FRN: 000852C) as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 27th Annual General Meeting (AGM) till the conclusion of 32^nd AGM to be held in the year 2027.

Further, the Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

Clarification on Auditors Observations

Your Directors wish to clarify the observations reported by the Statutory Auditors as under: -

1. Regarding observation in Para i (c) of Annexure A to the Report relating to the title deeds of the immovable property not in the name of the Company in one case, your Directors wish to state that the necessary action is being taken by the Company for registration of such immovable property in the name of the Company.

2. Regarding observation in Para ix (a) of Annexure A to the Report, there are no delays in the repayment of interest/installments to the Bank/Others. However, relating to delays in the repayment of interest/ principal amount of the soft loan due to Govt. of Uttarakhand, your Directors wish to state that company has made a representation to the State Govt. for waiver of the loan alongwith interest, which is under consideration.

COST AUDITORS

As per the requirements of the Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. The Board on the recommendation of the Audit Committee has re-appointed M/s M. K. Singhal & Company (Firm Regn. No. 00074), Cost Accountants, to audit the Cost Accounting records relating to Sugar, Co-generation and Ethanol Distillery for the Financial Year 2023-24.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. The Board recommends the same for approval of members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended upto date and other applicable provisions, if any, M/s N. K. Rastogi & Associates (Mem. No. 3685), Practicing Company Secretaries has conducted the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is attached and marked as "Annexure-I" and forms part of the Boards Report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

MEETINGS

The details of Board Meetings and Committee Meetings held during the period under review are given in the Corporate Governance Report.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place Audit Committee. The details of terms of reference, composition of the Audit Committee, number and dates of meetings held, attendance of members and other details are given separately in the attached Corporate Governance Report. The Audit Committee satisfies the requirements of Act and SEBI (LODR) Regulations, 2015. All recommendations made by the Audit Committee during the year were accepted by the Board.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rules made thereunder, the draft Annual Return of the Company for the Financial Year 31^st March, 2023 is uploaded on the website of the Company i.e. www.uttamsugar.in and can be accessed at http://www.uttamsugar.in/adminpanel/ product image/21adc535dc1e774aaee2a2794a6656f5M GT PDF.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The Policy allows the whistle-blowers to have direct access to the Chairman of the Audit Committee and also protects them from any kind of discrimination or harassment. The aforesaid policy can be accessed on the Companys website i.e. www.uttamsugar.in and weblink of the same is http:// www.uttamsugar.in/adminpanel/product image/ c077866187df2f8017c804ecf707c5c1WHISTLE%20 BLOWER%20&%20VIGIL%20MECHANISM.pdf

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place Nomination & Remuneration Committee and the details of terms of reference, composition, number & dates of meetings held, attendance and other details are given separately in the attached Corporate Governance Report.

The Board on the recommendation of Nomination & Remuneration Committee framed a policy i.e. Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration, including criteria for determining qualifications, positive attributes, independence of a director. The aforesaid policy can be accessed on the Companys website i.e. www.uttamsugar.in and weblink of the same is http:// www.uttamsugar.in/adminpanel/product image/ ee030138099f100ee0c47796b94234a3Nomination%20 and%20Remuneration%20Policy.pdf

BOARD EVALUATION

As per the provisions of the Companies Act, 2013, a formal annual evaluation needs to be done by the Board of its own performance and of its committees and other individual directors. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation of the Board, Independent Directors, Non-Executive Directors, Executive Directors, Committees and the Chairman of the Board. The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.

Accordingly, the above said evaluation was done based on criteria which includes among others, providing strategic perspective, Chairmanship of Board and Committees, attendance and preparedness for the meetings, contribution at meetings, effective decision making ability and role of the Committees. The detailed analysis of performance evaluation is incorporated under the head Nomination and Remuneration Committee in the Corporate Governance Report.

CREDIT RATING

Details of Credit Ratings assigned to the Company are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any investments or given loan or provided guarantee/security during the year under review in terms of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions entered during the year are negotiated on an arms-length basis and are in the ordinary course of business. There have been no materially significant related party transactions entered by the Company with the promoters, directors and key managerial personnel of the Company. Further, the suitable disclosure as required in IND AS-24 regarding Related Party Transactions has been made in the notes to financial statements. The Companys policy for Related Party Transactions is available on Companys website i.e. www.uttamsugar.in and weblink of the same is http://www.uttamsugar.in/adminpanel/product image/ 75a4453036148e2695b605fa182bc676Policy%20on%20 Related%20Party%20Transactions.pdf

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached with this Report and marked as "Annexure-II". During the year under review, no complaint / case was filed or was pending for redressal pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013, are given in a separate annexure attached hereto and forms part of this Report and marked as "Annexure-III".

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of the business of the Company. A detailed note has been provided under Management Discussion and Analysis Report. The Company has Audit Committee which ensures proper compliance with the provisions of the Companies Act, 2013 and Listing Regulations and also reviews the adequacy and effectiveness of the internal control systems.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. The details of composition of CSR committee are given in the Corporate Governance Report attached hereto. The CSR Committee has framed and finalised the CSR policy of the Company which was duly approved by the Board. The CSR policy of the Company can be accessed on the Companys website i.e. www.uttamsugar.in and weblink of the same is http://www.uttamsugar.in/adminpanel/product image/ b5ac1a2f7751acec33bc5bdaca94a1f0Corporate%20 Social%20Responsibilty%20Policyy.pdf Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" and forms integral part of this Report.

RISK MANAGEMENT POLICY

As per Regulation 21 of the SEBI Listing Regulations, the top 1000 listed entities, determined on the basis of market capitalization has to constitute a Risk Management Committee. The Company has in place Risk Management Committee, which is responsible to review and combat the risk on periodical basis. A detailed note on Risk management committee and other details are comprised in Corporate Governance Report.

The Company has also in place Risk Management policy to identify and evaluate business risk and opportunity of Risk Management to minimize the adverse impact on business objectives and enhancement of companys competitive advantage. The policy facilitates to identify the risk at appropriate time and necessary steps to be taken to mitigate the risk. The detailed risk analysis and their mitigation are given in the Management Discussions and Analysis Report.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities, determined on the basis of market capitalization, have to frame Dividend Distribution Policy. Accordingly, the Company has already adopted a Dividend Distribution Policy which is available on the website of the Company i.e. www.uttamsugar.in and weblink of the same is http://www.uttamsugar.in/ adminpanel/product image/82a901ccdab826d78c9374 4c4ef9971aUTTAM%20SUGAR%20MILLS%20LIMITED DDP.pdf

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associate and/or any Joint Venture Company.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31^st March, 2023 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no material change in the nature of business of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the annual reports of the top 1000 listed entities based on market capitalisation (calculated as on March 31st of every financial year), shall include a Business Responsibility & Sustainability Report (BRSR). Your Company comes under the same and therefore the Company has formulated a Policy on Business Responsibility ("Policy"), which lays down the broad principles to guide the Company in delivering its various responsibilities to its stakeholders. Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report and marked as "Annexure-V".

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report and marked as "Annexure-VI", which also includes a Certificate obtained from a Practicing Company Secretary pursuant to the said Regulations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the year under review, as stipulated under regulation 34(2)(e) read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Report and marked as "Annexure-VII".

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

The Company has not made or received any application under the provisions of IBC during the financial year. There is no proceeding pending under the IBC during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF OTS AND THE VALUATION DONE WHILE TAKING LOAN

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors thank the Customers, Suppliers, Farmers, various Govt. Agencies, Banks and Shareholders for their continued support and co-operation. Further, your Directors also acknowledge the dedicated services rendered by all the employees of the Company.

	For and on behalf of the Board
	For UTTAM SUGAR MILLS LIMITED
	(RAJ KUMAR ADLAKHA)	(SHANKAR LAL SHARMA)
Place : Noida	MANAGING DIRECTOR	EXECUTIVE DIRECTOR
Date : 11th August, 2023	(DIN : 00133256)	(DIN : 09018381)