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Directors Report of Avadh Sugar & Energy Ltd.
Mar 31, 2025
Your Board of Directors have pleasure in presenting the 11th Annual Report on the business & operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2025.
|
(H in lakhs) |
||||
|
Revenue from Operations (Gross) |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
||
|
2,63,559.08 |
2,69,351.44 |
|||
|
Profit before Finance Costs, Tax, Depreciation and Amortization |
27,981,94 |
33,351.62 |
||
|
Less: Depreciation & Amortization |
5,812.75 |
5,528.52 |
||
|
Expenses |
8,578.67 |
8,156.65 |
||
|
Finance costs |
13,590.52 |
19,666.45 |
||
|
Profit/(Loss) Before Tax |
4,797.01 |
6,855.35 |
||
|
Less: Provision for Tax: |
8,793.51 |
12,811.10 |
||
|
Profit/(Loss) After Tax |
12,811.10 |
10,023.94 |
||
A detailed analysis of the Company''s operations, future expectations and business environment has been given in the Management Discussion & Analysis Report and forms an integral part of this report and marked as "Annexure A".
3. FINANCIAL PERFORMANCE 2024-25
During the year the Company recorded Total Revenue of H2,63,939.60 Lakhs (including other income aggregating to H380.52 Lakhs. The Gross Revenue from Operations for the year 2024-25 stood at H2,63,559.08 Lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation during the period under review stood at H27,981.94 lakhs representing 10.61 % of the total revenue.
There is no change in the nature of business of the Company during the year under review. There were no significant or material orders passed during the year by regulators, courts or tribunals impacting the Company''s operation in future.
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of this report.
Your Board of Directors has recommended a dividend of H10/- per equity share of H10/- each (100%) for the financial year 2024-2025 to the Members of your Company. The proposal is subject to the approval of the Members at the 11th Annual General Meeting (AGM) of your Company scheduled to be held on Wednesday, July 30, 2025. The dividend will entail a cash outflow of H2001.84 lakhs (previous year H2001.84 lakhs).
The Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed at the web link: https://avadhsugar. com/wp-content/uploads/2025/06/Avadh-Sugar-Dividen-Distribution-Policy.pdf There has been no change in this policy during the year under review.
The Company proposes to retain its earnings and does not propose to transfer any amount to General Reserve.
During the year, the Company has not accepted any deposits from the public under Chapter V of the Act ("the Act"). There was no public deposit outstanding as at the beginning and end of the financial year 2024-2025.
During the year under review, the Authorized Share Capital of the Company stood at H170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000 (Five crore sixty lacs fifty thousand) Equity Shares of H10/- (Rupees ten) each; 8,00,00,000 (Eight crore) Preference Shares of H10/- and 34,00,000 (Thirty-four lacs) Preference Shares of H100/- each and there is no change in the authorised capital.
The Issued and Subscribed Share Capital of your Company, as on 31st March, 2025, stood at H20,01,84,200/- divided into 2,00,18,420 Equity Shares of H10/- each.
7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary company or any associate company or any joint venture with any person. However, the Company has in place a policy for determining material subsidiaries in line with the requirement of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) 2015 ("Listing Regulations") as amended from time to time. The said Policy is being disclosed on the Company''s website at the web link https://avadhsugar.com/wp-content/upLoads/2025/06/Avadh-Sugar-PoLicy-for-Determining-Materiai-Subsidiaries.pdf
India Ratings and Research - a Credit Rating Agency, has assigned the Company Credit Rating IND A Stable with respect to long-term and short-term bank facilities rating.
The Company continues to create a productive, learning and caring environment by implementing robust and comprehensive HR processes, fair and transparent performance evaluation and taking new initiatives to further align its Human Resource policies to meet the growing needs of its business.
The Board of Directors comprises of 8 (eight) NonExecutive Directors having experience in varied fields and 1 (one) Whole time Director. Out of 8 (eight) Non-Executive Directors, 5 (five) of them are Independent Directors, 1 (one) Non-Independent Director and other 2 (two) directors are Promoter
Directors. Ms. Nandini Nopany is the Chairperson of the Company and Mr. Chandra Shekhar Nopany is Co-Chairperson of the Company.
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 ("the Act") read with Regulation 25 of Listing Regulations.
The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high level of ethical standards, they possess requisite expertise and experience for appointment as Independent Director of the Company. ALL the Independent Directors are exempt from the requirement to undertake onLine proficiency seLfassessment test conducted by the Indian Institute of Corporate Affairs.
The SharehoLders of the Company at the AnnuaL General Meeting held on 31st July, 2024 appointed Mr. Amit DaLaL (DIN: 00297603) as Director of the Company with effect from 13th May, 2024, Liable to retire by rotation.
Ms. Nandini Nopany (DIN: 00051362) attained the age of 75 (seventy-five) years on 11th May, 2022 is LiabLe to retire by rotation at the ensuing AnnuaL GeneraL Meeting of the Company. and being eLigibLe, has offered herseLf for re-appointment, as a Director Liable to retire by rotation, subject to the approvaL of sharehoLders by way of SpeciaL ResoLution.
Other information on the Directors incLuding required particuLars of Director retiring by rotation is provided in the Notice convening the AnnuaL GeneraL Meeting.
In pursuance of the provisions of the Act and according to ReguLation 25(3) of the Listing ReguLations, the Performance EvaLuation Criteria has been Laid down for effective evaLuation of performance of the Board of Directors, the Committees thereof and individuaL Directors incLuding the Chairperson of the Company. After detaiLed discussion at Board LeveL as weLL as taking input from each Director, Nomination and Remuneration Committee finaLized the format / questionnaires containing various parameters to evaLuate the performance of Board and its committee(s), IndividuaL Directors, and Chairperson of the Company. The performance evaLuation parameters are based on their roLes and responsibiLities, contribution to the Company''s goaLs, decision making process, flow of information and
various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors including the Chairperson of the Company was carried out for the Financial Year 2024-25. Nomination and Remuneration Committee evaluated the performance of the individual Director.
The Independent Directors in their separate meeting held on 6th March, 2025 carried out the evaluation of the Board of Directors as a whole, Chairperson and Vice-Chairperson of the Company and Non-Independent Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director.
The Chairperson of Nomination and Remuneration Committee submitted report of the respective evaluations to the Chairperson of the Company. Based on the questionnaires received from the Directors and considering the reports of Chairperson of Nomination and Remuneration Committee, the Board has evaluated its own performance and that of its committees and individual directors including independent directors.
A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India ("SEBI") /Ministry of Corporate Affairs ("MCA") or any such statutory authority, is enclosed as Annexure âE" to this Report.
Ms. Vijaya AgarwaLa ceased to be the Company Secretary and Key Managerial Personnel of the Company from close of business hours on 13th May, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Prashant Kapoor as Company Secretary and Key Managerial Personnel of the Company with effect from 14th May, 2024.
The Key Managerial Personnel of the Company as on 31st March, 2025 are as under
a) Mr. Devendra Kumar Sharma, Whole time Director
b) Mr. Dilip Patodia, Chief Financial Officer
c) Mr. Prashant Kapoor, Company Secretary
ALL Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compLiance with the Code of Conduct appLicabLe to Directors & employees of the Company and a decLaration to the said effect by the WhoLe-time Director is made part of Corporate Governance Report which forms part of this report. The Code is available on the Company''s website at the web Link https://avadhsugar.com/wp-content/ upLoads/2025/06/Avadh-Sugar-Code-of-Conduct. pdf ALL Directors have confirmed compliance with the provisions of Section 164 of the Act.
Periodic presentations are made at the Board Meetings, business, performance updates & business strategy of the Company. The detaiLs of the famiLiarisation program (other than through meeting of Board and its Committees) imparted to Independent Director are upLoaded on the website of the Company and avaiLabLe at the web Link- https:// avadhsugar.com/wp-content/upLoads/2025/06/ FamiLiarisation-Programme-1.pdf
In pursuance of the provisions of Section 178 of the Act and Listing ReguLations, the Company has formuLated a Remuneration PoLicy. There has been no change in this poLicy during the year under review and a copy of the said PoLicy is avaiLabLe at the website of the Company at the web Link https:// avadhsugar.com/wp-content/upLoads/2025/06/ ASEL-Nomination-and-Remuneration-PoLicy.pdf
The Remuneration PoLicy, inter-aLia, incLudes the appointment criterion & quaLification requirements, process for appointment & removaL, retirement poLicy and remuneration structure & components, etc. of the Directors, Key ManageriaL PersonneL (KMP) and other Senior Management PersonneL of the Company. As per the Remuneration PoLicy, a person proposed to be appointed as Director, KMP or other Senior Management PersonneL shouLd be a person of integrity with high LeveL of ethicaL standards. In case of appointment as an independent director, the person shouLd fuLfiL the criteria of independence prescribed under the Act, ruLes framed thereunder and the Listing ReguLations. The Remuneration PoLicy aLso contains provisions about the payment of fixed & variabLe components of remuneration to
the Whole-time Director and payment of sitting fee & commission to the non-executive directors.
14. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company believes in long term strategy to contribute to the well-being and development of the society especially the rural population around its plants at Hargaon, Hata, Rosa and Seohara. As part of its CSR initiatives, the Company is working mainly in the areas of imparting School Education, Technical & Vocational Education, Rural Development, Community Healthcare etc. This multi-pronged CSR approach is showing notable improvement in the quality of life of rural population. The Company continues to spend to support local initiatives to improve infrastructure as well as support in other corporate social responsibilities. The CSR Policy as approved by the Board is available on Company''s web link https://avadhsugar.com/wp-content/ uploads/2025/06/Avadh-Sugar-CSR-Policy.pdf There has been no change in this policy during the year under review.
The composition and terms of reference of Corporate Social Responsibility Committee are given in the Corporate Governance Report. The Annual Report on CSR activities (including the details of the development and implementation of the Corporate Social Responsibility Policy) as prescribed under Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure I" to this Report.
For the purpose of Section 135 of the Act, the amount equivalent to 2% of the average net profits of the Company made during the immediately preceding three financial years worked out to Rs. 337.73 lakhs. As against this, the Company had spent Rs. 340.06 lakhs on CSR projects / programs during the Financial Year 2024-2025.
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. During the financial year ended 31st March 2025, 6 (six) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the year under review are given in the Corporate Governance Report forming a part
of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.
The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Act.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Corporate Social Responsibility Committee
⢠Stakeholders'' Relationship Committee
⢠Risk Management Committee
⢠Finance & Corporate Affairs Committee
Details of composition, terms of reference and number of meetings held in the Financial Year 2024-2025 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.
17. INTERNAL COMPLAINTS COMMITTEE
An Internal Complaints Committee was constituted by the Company in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Act aims at protecting women''s right to gender equality, life and liberty at workplace to encourage women participation at work. The Committee meets all the criteria including its composition mentioned in the Act and relevant Rules. No complaint has been received by the Committee during the year under review.
18. LOANS, GUARANTEE AND INVESTMENTS
It is the Company''s policy not to give any loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to
other body corporate or person. In compliance with section 186 of the Act, loans to employees, if any, bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body corporate. The details of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
19. LOANS, GUARANTEE AND INVESTMENTS
All Related Party Transactions entered during the year were on arm''s length basis and in the ordinary course of business. There have been no materially-significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3) (h) of the Act in Form AOC-2 is not applicable.
The Policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at following web-link https://avadhsugar. com/wp-content/uploads/2025/06/Avadh-Sugar-Related-Partv-Transaction-Policv-.pdf
The details of related party transactions are set out in the notes to the financial statements.
In line with the regulatory requirements, the Company has formally framed Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee, has been constituted comprising of 2 (two) Independent Directors, Whole time Director and Chief Financial Officer to oversee the risk management process in the Company with an objective to review the major risks which affect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. The details of the terms of reference, number and date of meeting, attendance of Directors and remuneration paid to them are separately provided in the Corporate Governance Report.
21. INTERNAL FINANCIAL CONTROLS
The Company has laid down internal financial control''s, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company''s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Directors confirm that, for the preparation of financial statements for the financial year ended 31st March, 2025, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.
22. WHISTLE BLOWER / VIGIL MECHANISM
The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behaviour, actual or suspected fraud or violationof the Company''s code of conduct policy. The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism may be accessed on the Company''s website at the weblink https://avadhsugar.com/wp-content/ uploads/2025/06/Avadh-Sugar-Whistle-Blower-Policy.pdf.
23. CORPORATE GOVERNANCE & ANNUAL RETURN
Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the Financial Year 2024-2025 is attached as "Annexure B" to this Report. All the Directors of the Company and Senior Management Personnel have confirmed the compliance of Code of Conduct of the Company. The declaration of the Wholetime Director confirming compliance with the ''Code of Conduct'' of the Company is enclosed as
"Annexure C" to this Report and Auditor''s Certificate confirming compliance with the conditions of Corporate Governance is enclosed as "Annexure D" to this Report.
As per the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2024-2025 is available on Company''s website at the webiink https://avadhsugar.com/investor-annuai-return/#investorInn
During the year under review the Company has undertaken Research & Development initiatives with an intention to improve the sugar recovery ratio and to educate the cane growers to cuitivate improved variety of sugarcane and to otherwise increase the sucrose contents in their produce.
25. AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS
STATUTORY AUDITORS
The shareholders of the Company, at the AGM held on 20th July, 2022, had appointed Messrs S R Batiiboi & Co LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005), as Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of the 8th (Eighth) Annual General Meeting of the Company held on 20th July, 2022 tiii the conclusion of the 13th (Thirteenth) Annuai Generai Meeting of the Company.
The Notes to the Financiai Statements read with the Auditor''s Reports are seif-expianatory and therefore, do not caii for further comments or explanations. There has been no quaiification, reservation, adverse remark or disciaimer in the Auditor''s Reports
COST AUDITORS
Pursuant to Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Ruies, 2014, the cost audit records maintained by the Company in respect of its Sugar activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Mr Somnath Mukherjee, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the Financiai Year 2025-2026. As
required under the Act, the remuneration payabie to the cost auditor is required to be piaced before the Members at the ensuing Annuai Generai Meeting for their ratification.
SECRETARIAL AUDITOR
Pursuant to the amended provisions of Reguiation 24A of the Listing Reguiations and Section 204 of the Act, read with Ruie 9 of the Companies (Appointment and Remuneration of Manageriai Personnei) Ruies, 2014, the Board of Directors, based on the recommendation of the Audit Committee has approved the appointment of Messrs Vinod Kothari & Co., Practising Company Secretaries (Firm Registration Number P1996WB042300), as Secretariai Auditors of the Company for a period of five consecutive years commencing from Financiai Year 2025-2026 to 2029-2030, subject to approvai of the sharehoiders at the ensuing Annuai Generai Meeting.
The Secretariai Audit Report for the Financiai Year ended 31st March, 2025, issued by the Secretariai Auditor, does not contain any quaiification, reservation, adverse remark or disciaimer. The said Report is annexed to this Board''s Report as "Annexure-F".
During the year, the auditors, the secretariai auditors and cost auditors have not reported any fraud under Section 143(12) of the Act and the Companies (Audit and Auditors) Ruies, 2014.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information on conservation of energy, technoiogy absorption and foreign exchange earnings and outgo as stipuiated under Section 134(3)(m) of the Act read with Ruie, 8 of The Companies (Accounts) Ruies, 2014, is annexed herewith as "Annexure G".
The human resource is an important asset which has piayed pivotai roie in the performance and growth of the Company over the years. Your Company maintains very heaithy work environment and the empioyees are motivated to contribute their best
in the working of the Company. The information required to be disclosed in pursuance of Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure H" to this Report and forms an integral part of this Report.
28. 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(3)(c) of the Act:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements 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, 2025 and of the profit and 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 Act 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 were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
29. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In pursuance of the provisions of the Listing Regulations, the Business Responsibility & Sustainability Report for the Financial Year 2024-2025 describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.
Mr. Devendra Kumar Sharma, the Whole time Director and Mr. Dilip Patodia, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the Listing Regulations. Since your Company does not have a designated Chief Executive Officer, the aforesaid certificate is being signed by Mr. Devendra Kumar Sharma, Whole-time Director of your Company which is in line with the Frequently Asked Questions issued by Securities and Exchange Board of India.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the Financial Year 2024-2025, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company regularly sends reminders to those whose dividends are unclaimed, urging them to update the bank mandate details with Registrar and Transfer Agents (RTA)/ Depository Participants/ Company, to ensure timely credit of Dividends by your Company.
In accordance with the provisions of Section 124(6) of the Companies Act, 2013 and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (''IEPF Rules''), your Company has transferred 72,358 equity shares of 10/- each held by 1,133 shareholders to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the Financial Year 2016-2017. However, the members can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. Your Company sends specific communication in advance to the concerned shareholders at their address registered with the Company and also publishes notice in newspapers providing the details of the shares due for transfer to enable them to take appropriate action. ALL corporate benefits accruing on such shares viz. bonus shares, etc. including dividend, except rights shares, shall be credited to IEPF. Pursuant to Section 124 of the Companies Act, 2013 the unpaid and uncLaimed dividends that are due for transfer to the IEPF are discLosed on page no. 75 of this AnnuaL Report. Details of the Nodal Officer of the Company are displayed on the website at https://avadhsugar.com/ nodal-officer/#investorInn.
Your Directors take this opportunity of recording their appreciation of the sharehoLders, financiaL institutions, bankers, suppLiers and cane growers for extending their support to the Company. Your Directors are aLso gratefuL to various ministries in the CentraL Government and State Governments of Uttar Pradesh, the Sugar Directorate and the Sugar DeveLopment Fund for their continued support to the Company. The Board of Directors aLso convey its sincere appreciation of the commitment and dedication of the employees at all levels.
Mar 31, 2024
Your Board of Directors have pleasure in presenting the 10th Annual Report on the business & operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS
|
Year ended 31 |
st March, 2024 |
Year ended 31st March, 2023 |
||
|
Revenue from Operations (Gross) |
2,69,351.44 |
2,79,801.49 |
||
|
Profit before Finance Costs, Tax, Depreciation and Amortization |
33,351.62 |
26,402.50 |
||
|
Less: Depreciation & Amortization |
||||
|
Expenses |
5,528.52 |
5,111.96 |
||
|
Finance costs |
8,156.65 |
6,930.62 |
||
|
Profit/(Loss) Before Tax |
19,666.45 |
14,359.92 |
||
|
Less: Provision for Tax: |
6,855.35 |
4,335.98 |
||
|
Profit/(Loss) After Tax |
12,811.10 |
10,023.94 |
||
2. OPERATING PERFORMANCE
A detailed analysis of the Company''s operations, future expectations and business environment has been given in the Management Discussion & Analysis Report and forms an integral part of this report marked as "Annexure A".
3. FINANCIAL PERFORMANCE 2023-24
During the year, the Company recorded Total Revenue of H2,69,697.70 Lakhs (including other income aggregating to H346.26 Lakhs. The Gross Revenue from Operations for the year 2023-24 stood at H2,69,351.44 Lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation during the period under review stood at H33,351.62 lakhs representing 12.37% of the total revenue.
There is no change in the nature of business of the Company during the year under review. There were no significant or material orders passed during the year by regulators, courts or tribunals impacting the Company''s operation in future.
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of this report.
4. DIVIDEND
Your Board of Directors has recommended a dividend of H10/ - per equity share of H10/- each (100 %) for the financial year 2023-24 to the Members of your Company. The proposal is subject to the approval of the Members at the 10th Annual General Meeting (AGM) of your Company scheduled to be held on July 31, 2024. The dividend will entail a cash outflow of H2001.84 lakhs (previous year H2001.84 lakhs).
The Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed at the weblink: https://www.birla-sugar.com/Assets/Avadh/Avadh%20Sugar%20-%20 Dividen%20Distribution%20Policy.pdf There has been no change in this policy during the year under review
The Company proposes to retain its earnings and does not propose to transfer any amount to General Reserve.
5. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 ("the Act"). There was no public deposit outstanding as at the beginning and end of the financial year 2023-24.
6. SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company stood at H170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000 (Five crore sixty lacs fifty thousand) Equity Shares of H10/- (Rupees ten) each; 8,00,00,000 (Eight crore) Preference Shares of H10/-and 34,00,000 (Thirty-four lacs) Preference Shares of H100/- each and there is no change in the authorised capital.
The Issued and Subscribed Share Capital of your Company, as on 31st March, 2024, stood at H20,01,84,200/- divided into 2,00,18,420 Equity Shares of H10/- each.
7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary company or any associate company or any joint venture with any person. However, the Company has in place a policy for determining material subsidiaries in line with the requirement of "Listing Regulations" as amended from time to time. The said Policy is being disclosed on the Company''s website at the webiink http://biria-sugar.com/Assets/Avadh/Avadh-Sugar-Po1icy-for-Determining-Materia1-Subsidiaries.pdf
8. CREDIT RATING
India Ratings and Research - a Credit Rating Agency, has assigned the Company Credit Rating IND A Stable with respect to long-term bank facilities whereas short-term bank faciiities rating has been assigned rating of IND A1.
9. HUMAN RESOURCES
The Company continues to create a productive, iearning and caring environment by impiementing robust and comprehensive HR processes, fair and transparent performance evaiuation and taking new initiatives to further aiign its Human Resource poiicies to meet the growing needs of its business.
10. DIRECTORS
The Board of Directors comprises of seven NonExecutive Directors having experience in varied fieids and a Whole time Director. Out of seven NonExecutive Directors, five are Independent Directors and two are Promoter Directors. Mrs Nandini Nopany is the Chairperson of the Company and Mr Chandra Shekhar Nopany is Co-Chairperson of the Company. The Board is duly constituted with
proper balance on Executive and Non-executive , Independent and Woman Directors.
Aii the Independent Directors have submitted deciarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, the ruies framed thereunder and the Listing Reguiations. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of aii the Independent Directors of the Company have been inciuded in the data bank maintained by the Indian Institute of Corporate Affairs.
The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high ievei of ethicai standards, they possess requisite expertise and experience for appointment as Independent Director of the Company.
Mr Chandra Shekhar Nopany, wiii retire by rotation at the ensuing Annual General Meeting and being eligible has offered himseif for re-appointment as Director of the Company.
Pursuant to Section 161 and other appiicabie provisions of the Act, read with Articies of Association of the Company, the Board of Directors at its meeting heid on May 13, 2024, has appointed Mr. Amit Daiai (DIN: 00297603) as an Additionai Director, to hoid office tiii the ensuing Annuai Generai Meeting. The same is being piaced before the Members of the Company for approvai.
Other information on the Directors inciuding required particuiars of Director retiring by rotation is provided in the Notice convening the Annuai Generai Meeting.
A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disquaiified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enciosed as Annexure âE" to this Report.
11. KEY MANAGERIAL PERSONNEL
The Key Manageriai Personnei of the Company as on 31st March, 2024 are as under:
Mr. Devinder Kumar Jain ceased to be the Company Secretary and Key Manageriai Personnei
of the Company from close of business hours on August 31, 2023. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Ms. Vijaya Agarwala as Company Secretary and Key Managerial Personnel of the Company with effect from November 9, 2023.
a) Mr. Devendra Kumar Sharma, Whole time Director
b) Mr. Dilip Patodia, Chief Financial Officer
c) Ms. Vijaya Agarwala, Company Secretary
All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct of the Company There has been no change in this policy during the year under review. The Code is available on the Company''s website at the weblink http:// birla-sugar.com/Assets/Avadh/Avadh-Sugar-Code-of-Conduct.pdf
12. FAMILIARISATION PROGRAMME
Periodic presentations are made at the Board Meetings, business, performance updates & business strategy of the Company. The details of the familiarisation programme (other than through meeting of Board and its Committees) imparted to Independent Director are uploaded on the website of the Company and available at the weblink- http://www.birla-sugar.com/Assets/Avadh/ Familiarisation%20Programme.pdf
13. REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Act and the Listing Regulations, the Company has formulated a Remuneration Policy which is available at the website of the Company at the weblink http://www.birla-sugar.com/Assets/Avadh/ASEL-Nomination-and-Remuneration-Policy.pdf
14. CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company believes in long term strategy to contribute to the well-being and development of the society especially the rural population around its plants at Hargaon, Hata, Rosa & Seohara . As part of its CSR initiatives, the Company is working mainly in the areas of imparting School Education, Technical & Vocational Education, Rural Development, Community Healthcare etc. This multi-pronged CSR approach is showing notable improvement in the quality of life of rural population. The Company
continues to support local initiatives to improve infrastructure as well as support in other corporate social responsibilities. The CSR Policy as approved by the Board is available on Company''s weblink http://birla-sugar.com/Assets/Avadh/Avadh-Sugar-CSR-Policy.pdf
The composition and terms of reference of Corporate Social Responsibility Committee are given in the Corporate Governance Report. For the purpose of Section 135 of the Companies Act, 2013, the amount equivalent to 2% of the average net profits of the Company made during the immediately preceding three financial years works out to H274.96 lakhs. As against this, the Company had spent H278.96 lakhs on CSR projects / programs during the Financial Year 2023-24.
The Annual Report on CSR activities (including the details of the development and implementation of the Corporate Social Responsibility Policy) as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure I" to this Report.
15. BOARD MEETINGS
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. During the financial year ended 31st March 2024, 5 (Five) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the year under review are given in the Corporate Governance Report forming a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.
Other information on the Directors and the Board Meetings is provided in the Corporate Governance Report attached as Annexure âB" to this Report.
The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.
18. INTERNAL COMPLAINTS COMMITTEE
The Company has complied with the provisions relating to the constitution of Internal Complaints Committees under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
19. LOANS, GUARANTEE AND INVESTMENTS
It is the Company''s policy not to give any loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or person. In compliance with Section 186 of the Companies Act, 2013, loans to employees bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body(ies) corporate. The details of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
20. RELATED PARTY CONTRACTS /ARRANGEMENTS
All Related Party Transactions entered during the year were on arm''s length basis and in the ordinary course of business. There have been no materially-significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large. Accordingly, disclosure of contracts or arrangements with Related Parties as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
The Policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at following web-link https://www.birla-sugar.com/Assets/Avadh/Avadh-Sugar-Related-Party-Transaction-Policy-.pdf
The details of related party transactions are set out in the notes to the financial statements.
21. RISK MANAGEMENT
In line with the regulatory requirements, the Company has formally framed Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee, is in place comprising of two Independent Directors, Whole time Director, Chief Financial Officer and the Advisor to oversee the risk management process in the Company with an objective to review the major risks which effect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to either mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. The details of the terms of reference, number and date of meeting, attendance of director and
remuneration paid to them are separately provided in the Corporate Governance Report.
22. INTERNAL FINANCIAL CONTROLS
The Company has laid down internal financial control''s, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company''s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors. There is a robust system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The directors confirm that, for the preparation of financial statements for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.
23. WHISTLE BLOWER / VIGIL MECHANISM
The Company has and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct policy.The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism may be accessed on the Company''s website at the weblink http://www.birla-sugar.com/ Assets/Avadh/Avadh-Sugar-Whistle-Blower-Policy. pdf
During the year under review, no disclosure concerning any reportable matter in accordance with the Policy, was received by the Company.
24. CORPORATE GOVERNANCE & ANNUAL RETURN
Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the Financial Year 2023-24 is attached as "Annexure B" to this Report. All the Directors of the Company and senior management personnel have confirmed the compliance of Code of Conduct of the Company. The declaration of the Wholetime Director confirming compliance with the ''Code of Conduct'' of the Company is enclosed as "Annexure C" to this Report and Auditor''s Certificate
confirming compliance with the conditions of Corporate Governance is enclosed as "Annexure D" to this Report
A copy of annual return of the Company is available on the website of the Company at the webiink: https://www.biria-sugar.com/Avadh-Sharehoiders-Info/Annuai-Returns-Avadh
25. RESEARCH & DEVELOPMENT
During the year under review the Company has undertaken Research & Development initiatives with an intention to improve the sugar recovery ratio and to educate the cane growers to cultivate improved variety of sugarcane and to otherwise increase the sucrose contents in their produce.
26. AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS
STATUTORY AUDITORS
The shareholders of the Company, at their AGM held on July 20, 2022, had appointed Messrs S R Batiiboi & Co LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005), as Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conciusion of the Eighth AGM of the Company held on July 20, 2022 tiii the conclusion of the Thirteenth AGM of the Company.
There has been no quaiification, reservation, adverse remark or disciaimer in the Auditor''s Reports.
The Notes to the Financiai Statements read with the Auditor''s Reports are seif-expianatory and therefore, do not caii for further comments or expianations.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Ruies, 2014, the cost audit records maintained by the Company in respect of its Sugar activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Mr Somnath Mukherjee, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financiai year 2024-25.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Manageriai Personnei) Ruies, 2014, your Board of Directors had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to undertake the Secretariai Audit of the Company
for the financiai year 2023-24. The Secretariai Audit Report is annexed herewith as "Annexure F" and which is seif-expianatory.
There has been no quaiification, reservation, observation, disciaimer or adverse remark in the Secretariai Audit Report.
During the year, the auditors, the secretariai auditors and cost auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Ruies, 2014.
27. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer any unciaimed/unpaid dividend and shares to IEPF.
The detaiis of unciaimed/unpaid dividends are avaiiabie on the website of the Company at https:// www.biria-sugar.com/Avadh-Sharehoiders-Info/ Unciaimed-Dividend-Avadh
28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information on conservation of energy, technoiogy absorption and foreign exchange earnings and outgo as stipuiated under Section 134(3)(m) of the Companies Act, 2013 read with Ruie, 8 of The Companies (Accounts) Ruies, 2014, is annexed herewith as "Annexure G".
29. PARTICULARS OF EMPLOYEES
The human resource is an important asset which has piayed pivotai roie in the performance and growth of the Company over the years. Your Company maintains heaithy work environment and the empioyees are motivated to contribute their best in the working of the Company. The information required to be disciosed in pursuance of Section 197 of the Companies Act, 2013, read with Ruie 5 of the Companies (Appointment and Remuneration of Manageriai Personnei) Ruies, 2014, is annexed as "Annexure H" to this Report.
30. DIRECTORS''RESPONSIBILITYSTATEMENT
To the best of their knowiedge and beiief and according to the information and expianations obtained by them, your Directors make the foiiowing statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements 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 March 31, 2024 and of the profit or 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 were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
31. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In pursuance of the provisions of the Listing Regulations, the Business Responsibility & Sustainability Report for the financial year 2023-24 describing the initiatives taken by the Company from
environmental, social and governance perspective forms part of the Annual Report.
32. CEO/CFO CERTIFICATION
Mr. Devendra Kumar Sharma, the Whole time Director and Mr. Dilip Patodia, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the SEBI (LODR) Regulations, 2015.
33. ACKNOWLEDGEMENT
Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions, bankers, suppliers and cane growers for extending their support to the Company. Your Directors are also grateful to various ministries in the Central Government and State Governments of Uttar Pradesh, the Sugar Directorate and the Sugar Development Fund for their continued support to the Company. The Board of Directors also convey its sincere appreciation of the commitment and dedication of the employees at all levels.
For and on behalf of the Board
Chandra Shekhar Nopany
Kolkata Co-Chairperson
Dated 13th May, 2024 DIN - 00014587
Mar 31, 2023
Your Directors present herewith the 9th Annual Report on the business & operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
|
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
|||
|
Revenue from Operations (Gross) |
2,79,801.49 |
2,74,365.91 |
||
|
Profit before Finance Costs, Tax, Depreciation and Amortization |
26,402.50 |
30,693.09 |
||
|
Less: Depreciation & Amortization Expenses |
5,111.96 |
5,128.49 |
||
|
Finance costs |
6,930.62 |
8,842.41 |
||
|
Profit/ (Loss) Before Tax |
14359.92 |
16,722.19 |
||
|
Less: Provision for Tax |
4335.98 |
4281.26 |
||
|
Profit/ (Loss) After Tax: |
10,023.94 |
12,440.93 |
||
2. OPERATING PERFORMANCE
A detailed analysis of the Company''s operations, future expectations and business environment has been given in the Management Discussion & Analysis Report which is made an integral part of this Report and marked as "Annexure A".
3. FINANCIAL PERFORMANCE 2022-23
The Company recorded Total Revenue of H2,80,726.97 Lakhs (including other income aggregating to H925.48 Lakhs during the financial year ended 31st March, 2023. The Revenue from Operations (Gross) of the Company for the year 2022-23 stood at 2,79,801.49 Lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for the year under review stood at H26,402.50 representing 9.41% of the total revenue.
There is no change in the nature of business of the Company. There were no significant or material orders passed by regulators, courts or tribunals impacting the Company''s operation in future.
There were no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year i.e. 31st March 2023 and date of this report.
4. DIVIDEND
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of the Company has adopted a Dividend Distribution Policy, that balances the dual objectives of appropriately rewarding Members through dividends and retaining capital, in order to maintain a healthy capital adequacy ratio to support long term growth of your Company. There has been no change in this policy during the year under review This policy is also available on the website of the Company and can be accessed at the weblink - http://www.birla-sugar. com/Assets/Avadh/Avadh%20Sugar%20-%20Dividen%20 Distribution%20Policy.pdf
Consistent with this policy, your Board has recommended a dividend of H10 /- on Equity Shares (100 %) for the financial year 2022-23 to the Members of your Company. The proposal is subject to the approval of the Members at the 9th Annual General Meeting (AGM) of your Company scheduled to be
held on July 26, 2023. The dividend will entail a cash outflow of H2001.84 lakhs (previous year H2001.84 lakhs).
As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to
General Reserve
5. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the beginning and end of the financial year 2022-23.
6. SHARE CAPITAL
The Authorized Share Capital of the Company stood at H170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000 (Five crore sixty lacs fifty thousand) Equity Shares of H10/- (Rupees ten) each;
8.00. 00.000 (Eight crore) Preference Shares of H10/- and
34.00. 000 (Thirty-four lacs) Preference Shares of H100/- each and there is no change in the authorised capital.
The Issued and Subscribed Share Capital of your Company, as on 31st March, 2023, stands at H20,01,84,200/- divided into
2.00. 18.420 Equity Shares of H10/- each.
7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary company or any associate company or any joint venture with any person. However, the Company has in place a policy for determining material subsidiaries in line with the requirement of the Listing Regulations as amended from time to time. The said Policy is being disclosed on the Company''s website at the weblink http://birla-sugar.com/Assets/Avadh/Avadh-Sugar-Policy-for-Determining-Material-Subsidiaries.pdf
8. CREDIT RATING
India Ratings and Research - a Credit Rating Agency, has assigned the Credit Rating IND A with respect to long-term bank facilities whereas short-term bank facilities rating has been assigned rating of IND A1.
9. HUMAN RESOURCES
The Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes, fair transparent performance evaluation and taking new initiatives to further align its Human Resource policies to meet the growing needs of its business.
10. DIRECTORS
The Board of Directors comprises of seven Non-Executive Directors having experience in varied fields and a Whole time Director. Out of seven Non-Executive Directors, five of them are Independent Directors and other two directors are Promoter Directors. Mrs Nandini Nopany is the Chairperson of the Company and Mr Chandra Shekhar Nopany is CoChairperson of the Company.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 25 of SEBI (LODR) Regulations, 2015.
The Board of Directors is of the opinion that the Independent Directors are persons of integrity with high level of ethical standards, they possess requisite expertise and experience for appointment as Independent Director of the Company. All the Independent Directors are exempt from the requirement to undertake online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.
Mrs. Nandini Nopany will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment as Director of the Company.
Other information on the Directors including required particulars of Director retiring by rotation is provided in the Notice convening the Annual General Meeting.
In pursuance of the provisions of the Companies Act, 2013 and according to Regulation 25(3) of the Listing Regulations, the Performance Evaluation Criteria has been laid down for effective evaluation of performance of the Board of Directors, the Committees thereof and individual Directors including the Chairperson of the Company. After detailed discussion at Board level as well as taking input from each Director, Nomination and Remuneration Committee finalized the format / questionnaires containing various parameters to evaluate the performance of Board and its committee(s), Individual Directors and Chairperson of the Company. The performance evaluation parameters are based on their roles and responsibilities, contribution to the Company''s goals, decision making process, flow of information and various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors including the Chairperson of the Company was carried out for the Financial Year 2022-23. Nomination and Remuneration Committee evaluated the performance of the individual Director.
The Independent Directors in their separate meeting held on 17th March, 2023 carried out the evaluation of the Board of Directors as a whole, Chairperson of the Company and Non-Independent Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director.
The Chairperson of Nomination and Remuneration Committee has submitted report of the respective evaluations to the Chairperson of the Company. Based on the questionnaires received from the Directors and considering the reports of Chairperson of Nomination and Remuneration Committee, the Board has evaluated its own performance and that of its committees and individual directors including independent directors.
A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as "Annexure E" to this Report.
11. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company as on 31st March, 2023 are as under:
a) Mr. Devendra Kumar Sharma, Whole time Director
b) Mr. Dilip Patodia, Chief Financial Officer
c) Mr Devinder Kumar Jain, Company Secretary
All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to Directors & employees of the Company and a declaration to the said effect by the Whole-time Director is made part of Corporate Governance Report which forms part of this report. There has been no change in this policy during the year under review. The Code is available on the Company''s website at the weblink http://birla-sugar.com/Assets/Avadh/Avadh-Sugar-Code-of-Conduct.pdf All Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.
12. FAMILIARISATION PROGRAMME
Periodic presentations are made at the Board Meetings, business, performance updates & business strategy of the Company. The details of the familiarisation programme (other than through meeting of Board and its Committees) imparted to Independent Director are uploaded on the website of the Company and available at the weblink-http:// www.birla-sugar.com/Assets/Avadh/Familiarisation%20 Programme.pdf
13. REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Remuneration Policy. There has been no change in this policy during the year under review and a copy of the said Policy is available at the website of the Company at the weblink http://www.birla-sugar.com/Assets/Avadh/ ASEL-Nomination-and-Remuneration-Policy.pdf
The Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP) and other senior management personnel of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards. In case of appointment as an independent director, the person should fulfil the criteria of independence prescribed under the Companies Act, 2013, rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions about the payment of fixed & variable components of remuneration to the Whole-time Director and payment of sitting fee & commission to the non-executive directors.
14. CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company believes in long term strategy to contribute to the well-being and development of the society especially the rural population around its plants at Hargaon, Hata, Rosa & Seohara . As part of its CSR initiatives, the Company is working mainly in the areas of imparting School Education, Technical & Vocational Education, Rural Development, Community Healthcare etc. This multi-pronged CSR approach is showing notable improvement in the quality of life of rural population. The Company continues to spend to support local initiatives to improve infrastructure as well as support in other corporate social responsibilities. The CSR Policy as approved by the Board is available on Company''s weblink http://birla-sugar.com/Assets/Avadh/Avadh-Sugar-CSR-Policy.pdf There has been no change in this policy during the year under review.
The composition and terms of reference of Corporate Social Responsibility Committee are given in the Corporate Governance Report. The Annual Report on CSR activities (including the details of the development and implementation of the Corporate Social Responsibility Policy) as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure I" to this Report.
For the purpose of Section 135 of the Companies Act, 2013, the amount equivalent to 2% of the average net profits of the Company made during the immediately preceding
three financial years works out to H255.34 lakhs. As against this, the Company had spent H256.71 lakhs on CSR projects / programs during the Financial Year 2022-23.
15. BOARD MEETINGS
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. During the financial year ended 31st March 2023, 6 (six) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the year under review are given in the Corporate Governance Report forming a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.
The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.
18. INTERNAL COMPLAINTS COMMITTEE
An Internal Complaints Committee was constituted by the Company in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Act aims at protecting women''s right to gender equality, life and liberty at workplace to encourage women participation at work. The Committee meets all the criteria including its composition mentioned in the Act and relevant Rules. No complaint has been received by the Committee during the year under review.
19. LOANS, GUARANTEE AND INVESTMENTS
It is the Company''s policy not to give any loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or person. In compliance with section 186 of the Companies Act, 2013, loans to employees bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body corporate. The details of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
20. RELATED PARTY CONTRACTS / ARRANGEMENTS
All Related Party Transactions entered during the year were on arm''s length basis and in the ordinary course of business. There have been no materially-significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
The Policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at following web-link http://www.birla-sugar.com/Assets/ AvadlVAvadh-Sugar-Related-Party-Transaction-Policy-.pdf
The details of related party transactions are set out in the notes to the financial statements.
21. RISK MANAGEMENT
In line with the regulatory requirements, the Company has formally framed Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee, has been constituted comprising of two Independent Directors, Whole time Director, Chief Financial Officer and the Group President to oversee the risk management process in the Company with an objective to review the major risks which effect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to either mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis. The details of the terms of reference, number and date of meeting, attendance of director and remuneration paid to them are separately provided in the Corporate Governance Report.
22. INTERNAL FINANCIAL CONTROLS
The Company has laid down internal financial control''s, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company''s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The directors confirm that, for the preparation of financial statements for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.
23. WHISTLE BLOWER / VIGIL MECHANISM
The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct policy.The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism may be accessed on the Company''s website at the weblink
http://www.birla-sugar.com/Assets/Avadh/Avadh-Sugar-
24. CORPORATE GOVERNANCE & ANNUAL RETURN
Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the Financial Year 2022-23 is attached as "Annexure B" to this Report. All the Directors of the Company and senior management personnel have confirmed the compliance of Code of Conduct of the Company. The declaration of the Whole-time Director confirming compliance with the ''Code of Conduct'' of the Company is enclosed as "Annexure Câ to this Report and Auditor''s Certificate confirming compliance with the conditions of Corporate Governance is enclosed as "Annexure Dâ to this Report
25. RESEARCH & DEVELOPMENT
During the year under review the Company has undertaken Research & Development initiatives with an intention to improve the sugar recovery ratio and to educate the cane growers to cultivate improved variety of sugarcane and to otherwise increase the sucrose contents in their produce.
26. AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS
STATUTORY AUDITORS
The shareholders of the Company, at the AGM held on July 20, 2022, had appointed Messrs S R Batliboi & Co LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), as Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of the Eighth AGM of the Company held on July 20, 2022 till the conclusion of the Thirteenth AGM of the Company.
The Notes to the Financial Statements read with the Auditor''s Reports are self-explanatory and therefore, do not call for further comments or explanations. There has been no qualification, reservation, adverse remark or disclaimer in the Auditor''s Reports.
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 maintained by the Company in respect of its Sugar activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Mr Somnath Mukherjee, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2023-24. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 202223. The Secretarial Audit Report is annexed herewith as "Annexure F" and which is self-explanatory.
There has been no qualification, reservation, observation, disclaimer or adverse remark in the Secretarial Audit Report.
During the year, the auditors, the secretarial auditors and cost auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
27. INVESTOR EDUCATION AND PROTECTION FUND
The provisions pertaining to Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company are not applicable to your company.
28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure G".
29. PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. The information required to be disclosed in pursuance of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure Hâ to this Report and forms an integral part of this Report.
30. 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(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements 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 March 31, 2023 and of the profit or 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 were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
31. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In pursuance of the provisions of the Listing Regulations,
the Business Responsibility & Sustainability Report for the
financial year 2022-23 describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.
32. CEO/CFO CERTIFICATION
Mr. Devendra Kumar Sharma, the Whole time Director and Mr. Dilip Patodia, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the SEBI (LODR) Regulations, 2015.
33. ACKNOWLEDGEMENT
Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions, bankers, suppliers and cane growers for extending their support to the Company. Your Directors are also grateful to various ministries in the Central Government and State Governments of Uttar Pradesh, the Sugar Directorate and the Sugar Development Fund for their continued support to the Company. The Board of Directors also convey its sincere appreciation of the commitment and dedication of the employees at all levels.
For and on behalf of the Board
Chandra Shekhar Nopany
Place : Kolkata Co-Chairperson
Date : 8th May, 2023 DIN - 00014587
Mar 31, 2018
The Directors present herewith the 4th Annual Report on the business & operations of the Company alongwith the Audited Statement of Accounts for the financial year ended 31st March, 2018.
2. Financial Results
(Rs.in lakhs)
|
Particulars |
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
||
|
Revenue from Operations (Gross) |
2,36,844.35 |
1,97,643.20 |
||
|
Profit before Finance Costs, Tax, Depreciation and Amortization |
27,298.40 |
43,026.39 |
||
|
Less: Depreciation & Amortization Expenses |
4,446.35 |
4,593.60 |
||
|
Finance Costs |
11,427.95 |
15,874.30 |
13,777.53 |
18,371.13 |
|
Profit/(Loss) Before Tax |
11,424.17 |
24,655.26 |
||
|
Less: Provision for Tax |
2,607.78 |
2,607.78 |
4,323.00 |
4,323.00 |
|
Profit/(Loss) After Tax |
8,816.39 |
20,332.26 |
||
3. Operating Performance
During the year under review your Company continued to registered top line growth inspite of depressed market sentiments in second half of the fiscal and a fall in sugar prices, prima-facie due to over production and aggressive sales. A detailed analysis of the Company''s operations, future expectations and business environment has been given in the Management Discussion & Analysis Report which is made an integral part of this Report and marked as Annexure âA."
4. Financial Performance 2017-18
The Company recorded Total Revenue of Rs.2,37,256.87 lakhs (including other income aggregating to Rs.412.52 lakhs) during the financial year ended 31st March, 2018. The Revenue from Operations (Gross) of the Company for the year 2017-18 stood at Rs.2,36,844.35 lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for the year under review stood at Rs.27,298.40 lakhs representing 11.50% of the total revenue.
There is no change in the nature of business of the Company. There were no significant or material orders passed by regulators, courts or tribunals impacting the Company''s operation in future. There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year i.e. 31st March 2018 and date of this report.
5. Dividend
Your Company had adopted a dividend distribution policy that balances the dual objectives of appropriately rewarding Members through dividends and retaining capital, in order to maintain a healthy capital adequacy ratio to support long term growth of your Company. Consistent with this policy, your Board has recommended a dividend on 8.5 % Non-convertible Cumulative Redeemable Preference Shares for the financial year 2017-18 aggregating to Rs.144.50 lakhs ; and dividend of Re 1/- on Equity Shares (10 %) for the financial year 2017-18 to the Members of your Company. The proposal is subject to the approval of the Members at the 4th Annual General Meeting (AGM) of your Company scheduled to be held on September 24, 2018. The dividend together with the dividend distribution tax will entail a cash outflow of Rs.294.88 lakhs (previous year Rs.3682.63 lakhs).
6. Public Deposits
The Company has not accepted any deposits from the public and as such there are no outstanding fixed deposits in terms of Companies (Acceptance of Deposit Rules) 2014.
7. Share Capital
The Authorized Share Capital of the Company which at the beginning of the year was Rs.170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000 (Five crore sixty lakhs fifty thousand) Equity Shares of Rs.10/- (Rupees ten) each; 5,00,00,000 (Five crore) Preference Shares of Rs.10/-(Rupees ten) and 34,00,000 (Thirty-four lakhs) Preference Shares of Rs.100/- (Rupees hundred) each and 3,00,00,000 (Three Crore) unclassified shares of Rs.10/-(Rupees ten) each. During the year under review the Company altered its Authorised Share Capital by reclassifying 3,00,00,000 (Three Crore) unclassified shares of Rs.10/- each into 3,00,00,000 (Three Crore)Preference Shares of Rs.10/each. The present Authorized Share Capital of the Company is Rs. 170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000 (Five crore sixty lakhs fifty thousand) Equity Shares of Rs.10/- (Rupees ten) each; 8,00,00,000 (Eight crore) Preference Shares of Rs.10/- (Rupees ten) each and 34,00,000 (Thirty-four lakhs) Preference Shares of Rs.100/- (Rupees hundred) each.
8. Redemption of Preference Shares
During the year under review, your Company redeemed 17,00,000 12% Non-convertible Cumulative Redeemable Preference Shares of Rs.100/- each (NCCRPS), to the Preference Shareholders along with the accrued dividend on 17th November, 2017. Accordingly, the paid up share capital post redemption of 12% NCCRPS stands at Rs.58,70,92,100/-.
9. Subsidiary Companies
The Company does not have any subsidiary. However, the Company has formulated a policy for determining material subsidiaries in line with the requirement of SEBI (LODR) Regulations, 2015. The said Policy is being disclosed on the Company''s website at http:// birla-sugar.com/Assets/Avadh/Avadh-Sugar-Policy-for-Determining-Material-Subsidiaries.pdf
10. Credit Rating
CARE Ratings Limited - a Credit Rating Agency, vide its letter dated 16 August 2017, has assigned the Credit Rating of the Company "A-â with respect to long-term bank facilities whereas short-term bank facilities rating was assigned at "A2 â
11. Human Resources
The Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes, fair and transparent performance evaluation and taking new initiatives to further align its Human Resource policies to meet the growing needs of its business.
12. Directors
The Board of Directors comprises of seven Non-Executive Directors having experience in varied fields and a Whole time Director. Out of seven Non-Executive Directors, five of them are Independent Directors and other two directors are Promoter Directors. Mrs Nandini Nopany is the Chairperson of the Company whereas Mr Chandra Shekhar Nopany is Co-Chairperson of the Company.
Mr. Chandra Shekhar Nopany will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as Director of the Company.
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
Other information on the Director including required particulars of Director retiring by rotation is provided in the Notice convening the Annual General Meeting.
In pursuance of the provisions of the Companies Act, 2013 and according to Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Performance Evaluation Criteria has been laid down for effective evaluation of performance of the Board of Directors, the Committees thereof and individual Directors including the Chairperson of the Company. After detailed discussion at Board level as well as taking input from each Director, Nomination and Remuneration Committee finalized the format / questionnaires containing various parameters to evaluate the performance of Board and its committee(s), Individual Directors and Chairperson of the Company. The performance evaluation parameters are based on their roles and responsibilities, contribution to the Company''s goals, decision making process, flow of information and various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors and Chairman of the Company was carried out for the Financial Year 2017-18. Nomination and Remuneration Committee evaluated the performance of the individual Director.
The Independent Directors in their separate meeting held on 5th February, 2018 carried out the evaluation of the Board of Directors as a whole, Chairperson of the Company and Non-Independent Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director.
The Chairman of Nomination and Remuneration Committee has submitted report of the respective evaluations to the Chairperson of the Company. Based on the questionnaires received from the Directors and considering the reports of Chairman of Nomination and Remuneration Committee, the Board evaluated its own performance and that of its committees and individual directors including independent directors.
13. Key Managerial Personnel
The Board of Directors of the Company at its meeting held on March 30, 2017 had appointed following persons as Key Managerial Personnel of the Company viz:
a. Mr. Devendra Kumar Sharma, Whole time Director
b. Mr. Dilip Patodia, Chief Financial Officer
c. Mr. Anand Sharma, Company Secretary
During the year under review, there was no change in the Key Managerial Personnel.
All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct & Ethics applicable to Directors & employees of the Company and a declaration to the said effect by the Whole-time Director is made part of Corporate Governance Report which forms part of this report. All Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013. The Code is available on the Company''s website at http://birla-sugar. com/Assets/Avadh/Avadh-Sugar-Code-of-Conduct.pdf
14. Familiarisation Programme
Periodic presentations are made at the Board Meetings, on business, performance updates & business strategy of the Company.
15. Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy as adopted by the Board of Directors is attached as Annexure âE" to this Report. The Committee has also framed criteria for performance evaluation of every Director and accordingly has carried out the performance evaluation.
16. Corporate Social Responsibility Policy
The Company continues to spend to support local initiatives to improve infrastructure as well as support in other corporate social responsibilities. The CSR Policy as approved by the Board is available on Company''s website at http://birla-sugar.com/Assets/ Avadh/Avadh-Sugar-CSR-Policy.pdf. The Annual Report on CSR activities is appended as Annexure âJ".
17. Meetings
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the financial year ended 31st March 2018, 6 (six) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the financial year 2017-18 have been furnished in the Corporate Governance Report forming a part of this Annual Report.
18. Audit Committee
The Audit Committee was constituted on March 14, 2017 and the Committee now comprises of Mr. Anand Ashvin Dalal, Mr. Pradip Kumar Bishnoi, Mr. Kalpataru Tripathy and Mr. Devendra Kumar Sharma. The Company Secretary acts as the Secretary to the Committee and the Chief Financial Officer is a permanent invitee to the meetings. During the year there were no instances where Board has not accepted the recommendation of Audit Committee.
The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report.
19. Stakeholders'' Relationship Committee
The Stakeholders'' Relationship Committee was constituted on March 14, 2017 and now comprises of Mr Gaurav Swarup, Mr. Anand Ashvin Dalal, Mr Pradeep Kumar Bishnoi and Mr. Devendra Kumar Sharma. The Company Secretary acts as the Secretary to the Committee. The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report.
20. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted on March 14, 2017 and now comprises of Mr. Sunil Kanoria, Mr Gaurav Swarup, Mr. Anand Ashvin Dalal and Mr Kalpataru Tripathy. The Company Secretary acts as the Secretary to the Committee. The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report.
21. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted on March 14, 2017 and the Committee now comprises of Mrs Nandini Nopany, Mr. Pradip Kumar Bishnoi and Mr Devendra Kumar Sharma. The Company Secretary acts as the Secretary to the Committee. The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report.
22. Finance & Corporate Affairs Committee
The Finance & Corporate Affairs Committee was constituted on March 14, 2017 and the Committee now comprises of Mrs Nandini Nopany, Mr Chandra Shekhar Nopany, Mr Gaurav Swarup and Mr Devendra Kumar Sharma. The details of the terms of reference, number and dates of meetings held, attendance of the Directors and remuneration paid to them are separately provided in the Corporate Governance Report.
23. Internal Complaints Committee
An Internal Complaints Committee was constituted by the Company in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Act aims at protecting women''s right to gender equality, life and liberty at workplace to encourage women participation at work. The Committee meets all the criteria including its composition mentioned in the Act and relevant Rules. No complaint has been received by the Committee during the year under review.
24. Loans, Guarantee and Investments
It is the Company''s policy not to give any loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or person. In compliance with Section 186 of the Companies Act, 2013, loans to employees bear applicable interest rates. During the year under review, the Company has not made any investment in securities of other body corporate. The details of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
25. Related Party Contracts / Arrangements
There have been no materially-significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large. The Policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at http://www.birla-sugar.com/Assets/ Avadh/Avadh-Sugar-Related-Party-Transaction-Policy-.pdf
The details of related party transactions are set out in the notes to the financial statements.
26. Risk Management
In line with the new regulatory requirements, the Company has formally framed Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. A Risk Management Committee, though not mandatory, has been constituted comprising of an Independent Director, Whole time Director, Chief Financial Officer and the Group President to oversee the risk management process in the Company with an objective to review the major risks which affect the Company from both the external and the internal environment perspective. Appropriate actions have been initiated to either mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the risks on a regular basis.
27. Internal Financial Controls
The Company has laid down internal financial controls, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company''s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/ information, safeguarding of assets, prevention and detection of frauds and errors. The evaluations of these internal financial controls were done through the internal audit process and were also reviewed by the Statutory Auditors. Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended March 31, 2018, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.
28. Whistle Blower / Vigil Mechanism
The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The mechanism provides adequate safeguards against victimisation of persons who use this mechanism. The brief detail about this mechanism may be accessed on the Company''s website at http://www.birla-sugar.com/Assets/Avadh/Avadh-Sugar-Whistle-Blower-Policy.pdf
29. Corporate Governance
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion & Analysis Report, the Report on Corporate Governance and Declaration of Wholetime Director on Code of Conduct and a Certificate on compliance of conditions of Corporate Governance form integral part of this Report and are annexed to this Report as Annexure âA''; âB"âC"& âD" respectively.
30. Research & Development
During the year under review the Company has undertaken Research & Development initiatives with an intention to improve the sugar recovery ratio and to educate the cane growers to cultivate improved variety of sugarcane and to otherwise increase the sucrose contents in their produce.
31. Auditors, Audit Qualifications & Board''s Explanations Statutory Auditors
At the 3rd Annual General Meeting (AGM) of your Company held on 31st July, 2017, Messrs B S R & Co. LLP, Chartered Accountants, having Firm Registration No. 101248W/W-100022, were appointed as Statutory Auditors of your Company to hold office for a term of 5 (five) years from the conclusion of the 3rd AGM (subject to ratification of such appointment by the Members at every AGM) till the conclusion of the 8th AGM of your Company. However, since the first proviso to Sec 139(1) has been omitted by the Companies Amendment Act, 2017 with effect from 7th May, 2018, the ratification of such appointment at every AGM is not required. Accordingly, Messrs B S R & Co. LLP, Chartered Accountants, shall continue as as Statutory Auditors of your Company till the conclusion of the 8th AGM of your Company.
The remarks/observations made by the Statutory Auditors in their report are self- explanatory and does not require any further clarifications/ explanation.
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 maintained by the Company in respect of its Sugar activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Mr S N Mukherjee, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Audit Report is annexed herewith as Annexure âFâ and which is self-explanatory.
32. Investor Education and Protection Fund
The provisions pertaining to Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company are not applicable to your company.
33. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure âG".
34. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure âH"
35. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is attached as Annexure âI" and forms an integral part of this Report.
36. 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(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Accounts statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements 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 March 31, 2018 and of the profit 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 were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
37. CEO/CFO Certification
Mr. Devendra Kumar Sharma, the Whole time Director and Mr. Dilip Patodia, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the SEBI (LODR) Regulations, 2015.
38. Acknowledgement
Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions, bankers, suppliers and cane growers for extending their support to the Company. Your Directors are also grateful to various ministries in the Central Government and State Governments of Uttar Pradesh, the Sugar Directorate and the Sugar Development Fund for their continued support to the Company. The Directors also recognise the valuable contribution made by the employees at all levels towards Company''s progress.
For and on behalf of the Board
Chandra Shekhar Nopany
Co-Chairperson
Kolkata
Dated 14th May, 2018
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