DIRECTORS’ REPORT TO THE MEMBERS Dear Shareholders, Your Directors have pleasure in presenting their 85th Annual Report along with the Audited Accounts of the Company for the financial year ended 30th June, 2015: PERFORMANCE: Total Income, during the year under review, stood at Rs. 200.42 lacs as against Rs. 1932.30 lacs in the previous financial year 2013-14. Profit after Tax amounting to Rs. 59.56 lacs as against 217.84 lacs in the previous financial year. During the year under review Company’s Sugar Mill at Motihari, Bihar, remained inoperative due to technical problems. The management of your Company has been taking its best efforts for correcting technical problems to ensure resumption of the production activities. FUTURE PROGRAMMES: After resumption of production activities at the Company’s Sugar Mill at Motihari, Bihar, your management looks forward for expansion in the existing capacity together with its up-gradation to ensure increased level of production with thrust on increase in productivity and also production of quality sugar. Looking into the infrastructure facilities available at the Motihari Mill, your directors are confident that by spending a nominal capital expenditure the benefits of expanded level of productionmay be availed. Initially, the implementation of the expansion programme increasing the capacity of the said Sugar Mill to 4000 TCD together with setting-up of 25MWcaptive power plant is proposed to be undertaken upon availability of the desired funds. Therefore, continuous efforts are being put to raise funds for the said requirements. Your directors are confident that these steps will improve performance of the Company significantly in the coming years. PRESENT CONSTRUCTIONACTIVITIESANDFUTUREPROGRAMMES During the year, there is no sale of construction rights compared to Rs. 1308.87 lacs during the previous financial year 2013-14. The Company has not undertaken any major construction project. Presently, it has very small construction activities which mainly include purchase and sell of construction rights. However, it has plans to expand its construction activities by undertaking large housing projects comprising economy aswell as luxurious residential houses. RESERVEFUND The company has not transferred any amount in General Reserve Account. DIRECTOR’S RESPONSIBILITY STATEMENT Your Directors confirm that: i. In the preparation of the Annual Accounts for the year ended 30th June, 2015, the applicable accounting standards had been followed, along with proper explanation relating tomaterial departures; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the year and the loss of the company for the year under review; iii. The Directors have taken proper and sufficient care 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; and iv. The Directors have prepared the annual accounts on a going concern basis. DIRECTORS: Mr. R. K. More (DIN: 00119618) retire by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. AUDITORS: M/s. Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants were appointed as Statutory Auditors to hold office from the conclusion of the 84th Annual General Meeting (AGM)to the conclusion of the 89th consecutive AGM,(subject to ratification of the appointment by the members at every AGM held after the 84thAGM).A proposal for ratification of the appointment of the Statutory Auditors for the Financial Year 2015-2016 is placed before the Members at the ensuing AGM. The said Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013. Observations of the Auditors M/s. Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, on financial statement of the Company have been dealt with in the Accounts annexed as note which are self explanatory and do not call for any further comments. SECRETARIAL AUDITORS & REPORT Your Company appointed CS Rasna Goyal, Practising Company Secretary, (Membership No. - ACS 20852 and Certificate of Practice No. 9209) as the Secretarial Auditor of your Company for F.Y.- 2014-15 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended June 30, 2015 is annexed as Annexure and forms part of the Report. DE-MATERIALISATIONOFSHARES: The Company’s equity shares are available for de-materialization on both the depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company’s shares mandatory, in de-materialized form. As on 30th June, 2015, 16280509 equity shares representing 88.003% of your Company’s Equity Share Capital have been de-materialised LISTINGAT STOCK EXCHANGE: With effect from 12/03/2014, Equity Shares of the Company were listed at Bombay Stock Exchange Ltd also. under the Direct Listing Scheme. Presently, the Shares of the Company are listed on The Calcutta Stock Exchange Ltd, Kolkata and the Bombay Stock Exchange Ltd, Mumbai. However, the trading of shares of the company at the Ltd is suspended and efforts are being made for resumption of the same. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance along with the Auditors’ statement on its compliance and Management discussion and Analysis have been included in this Annual Report as a separate annexure. NUMBER OF MEETINGS OF BOARD OF DIRECTORS: The following number of meetings of the Board of Directors held during the financial year 2014-15 on 27.08.14, 14.11.2014; 14.02.2015&11.05.15. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS: All Independent Director(s) have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES There are no companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate companies during the year. EXTRACT OF ANNUAL RETURN: An extract of Annual return as on the Financial year ended on June 30, 2015 in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure to the Directors’ Report and form part of this Annual Report. VIGIL MECHANISM Pursuant to the provisions of section 177(9) of the Companies Act, 2013, the company had established a vigil mechanism for directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the company’s code of conduct. REMUNERATION POLICY The Board has, on the recommendation of the nomination & remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its audit, nomination & remuneration Committees. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY The Company has an internal Control system commensurate with the size and scale of its operations. COMMITTEES The company has 3(Three) board committees constituted as per the requirement of the Act during the financial year viz., Audit Committee, Nomination and Remuneration Committee and Shareholders Grievance Committee. BUSINESS RISK MANAGEMENT The main identified risks at the company are commercial risks, financial risks, operational risks and legal & regulatory risks. Your company has established a comprehensive risk management system to ensure that risk to the company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES: All contracts or arrangements with related parties entered into or modified during the financial year, have been approved by the Board of Directors and Audit Committee, and approval from the shareholder was also taken. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No.AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies Your Directors drew attention of the members to Note 4 to the financial statement which sets out related party disclosures. PARTICULARSOFLOANS,GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 11 to the Financial Statement. PARTICULARS OF EMPLOYEES As required under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling under above category, thus no information is required to be given in the report. DETAILS RELATING TO REMUNERATION OF DIRECTORS AND EMPLOYEES: Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as the company has not paid any amount, to any of its directors. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at work place (Prevention, Prohibition And Redressal) Act , 2013. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING As the manufacturing operation of the Company has been discontinued long ago, and since the company doesn’t have any manufacturing facilities and is not engaged in the manufacturing activity, for the time being the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule – 8 (3) of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year under review. EMPLOYEE RELATIONS: During the year under review, the relations between the Management and the workmen were cordial, except witness of recent agitation. The management of the Company is confident to solve the problem soon. INVESTOR RELATIONS Your Company always endeavors to keep the time of response to Shareholders’ requests/grievance at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders’ Grievance Committee of the Board meets periodically and reviews the status of the redressal of Shareholders’ Grievances. The Shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited. ACKNOWLEDGMENT: Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Company’s team which has throughout the year remained active. Your Directors also take this opportunity to offer their sincere thanks to Financial Institutions, Banks, other Government Agencies, our valued customers and the investors for their continued support and assistance. The employees of your Company continued to display their unstinted devotion, and co-operation. Your Directors take this opportunity to record their appreciation for the same. Your Directors also express their profound thanks to the Shareholders for their faith and continued support to the endeavors of the Company. By Order of the Board For SHREE HANUMAN SUGAR & INDUSTRIES LIMITED (B. K. NOPANY) Managing Director Place : Kolkata Date : 9th February 2016 |