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Naraingarh Sugar Mills Ltd			Industry : Sugar


BSE Code:	531457	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE491E01015	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-55.9793622	Market Cap ( Cr.):	9.14	Face Value(Rs):	10

Change Company

To,

The Shareholders of

Naraingarh Sugar Mills Limited

Your Directors have pleasure in presenting the integrated 31^st Annual Report of Naraingarh

Sugar Mills Limited ("the Company") along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Rs.the ActRs.) read with Companies (Accounts) Rules, 2014. The financial statements for the financial year ended 31st March, 2024 as well as comparative figures for the year ended 31st March, 2023 are Ind AS compliant.

The Financial highlights of your Company for the financial year ended March 31, 2024 as is summarized below:

OPERATIONS & FINANCIAL RESULTS

(Amount in Lakhs)

Particulars	Year ended 31^st March, 2024	Year ended 31^st March, 2023
Income from operations
Net sales/income from operations	22914.61	21571.76
Other operating Income	3.01	599.26
Other Income	0.88	39.92
Total Income	22918.50	22210.94
Total expenses ( excluding Depreciation and Finance costs)	20941.64	19361.43
EBIDTA	1976.86	2849.51
Depreciation and Amortisation	924.13	995.03
Finance costs	3866.86	3362.77
Profit / (Loss) from ordinary activities after finance costs but before exceptional items	(2814.13)	(1508.29)
Other Comprehensive Income/(Loss)	(27.31)	13.39
Profit / (Loss) from ordinary activities before tax
Tax expense/ Deferred Tax	(732.31)	(391.02)
Net Profit / (Loss) from ordinary activities	(2109.13)	1103.89

OPERATIONS

During the year under review, the production of sugarcane was low. Also, Export Quota has been on the lower side. Accordingly, Power generation was also low and Subsidy was also less we have received.

OVERVIEW OF COMPANYRs.S FINANCIAL PERFORMANCE

The Company has generated revenue from operations of Rs. 22918.50 Lakhs for the current Financial Year as compared to Rs. 22210.93 Lakhs in the Previous Year. The Net Loss for the current Financial Year Increased to Rs. (2109.13) Lakhs as against Rs. (1103.89) lakhs as reported in the Previous Year.

In accordance with the provisions contained in section 136 of the Companies Act, 2013 ("the Act"), the Annual Report of the Company, containing Notice of the Annual General Meeting, Financial Statement, Report of the AuditorRs.s and Board of DirectorsRs. thereon are available on the website of the Company at www.naraingarhsugarmillsltd.com.

Further, a detailed analysis of CompanyRs.s performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual report. The Financial

Statements of the Company for the F.Y. ended 31st March, 2024 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Act.

DIVIDEND

The Board of Directors has not recommended any dividend to be declared for the financial year 2023-24 in view of the losses suffered by the company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year ended 31^st March, 2024, Your Company does not have any Subsidiaries, Associates and Joint Ventures, hence disclosure in Form AOC -1 is not required.

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015. The Policy is uploaded on the CompanyRs.s website at www.naraingarhsugarmillsltd.com., presently there is no material subsidiary company.

TRANSFER TO RESERVES

Entire amount of Net loss of Rs. (2109.13) Lakhs for the financial year 2023-24, has been transferred to Surplus account, which appears under the head "Reserves and Surplus." No amount has been transferred to any other reserves.

SHARE CAPITAL

The authorized share capital of the company at the end of the Financial Year 2023-24 was Rs. 30,00,00,000/- (Rupees Thirty Crores) comprising of 2,10,00,000 equity shares of Rs. 10/- each and 90,00,000 Redeemable Preference Shares of Rs. 10/- each.

The Issued, subscribed and paid-up share capital of the company comprise of 2,03,12,200 equity shares of Rs. 10/- each (including calls in arrears amounting to Rs. 1,29,41,000/-) and 21,77,251 (12%) Redeemable Non-Cumulative Preference Shares of Rs. 10/- each.

There were no changes in the share capital of the company during the financial year 2023-24. There were no instance of bonus issue, right issue, ESOP, buy back of share or issue of shares with differential voting rights during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business of the Company during the financial year 2023-24.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31^stMarch, 2024 prepared in accordance with Accounting Standard -3, Rs.Statement of Cash FlowsRs. is attached and forming part of the financial statements of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company laid down a framework and programme for familiarization of Independent Directors, which may be accessed on the CompanyRs.s website www.naraingarhsugarmillsltd.com.

Independent Directors are familiarised with their roles, rights and responsibilities in the Company, the industry in which it operates, business model, etc. through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

Details of the familiarization program on cumulative basis are available on the CompanyRs.s website at www.naraingarhsugarmillsltd.com.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary, associate or joint venture company. The provisions regarding disclosure of the performance of the entities are not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition

Your CompanyRs.s Board comprises of mixture of executive and non-executive directors with considerable experience and expertise in various fields and business strategy.

The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.

The list of Directors & Key Managerial PersonnelRs.s of the Company during the financial year ending March 31, 2024 are as follows:

1. Mr. Sandeep Singh Ghuman (DIN: 07275838), Whole Time Director;

2. Mr. Manoj Kumar Das (DIN: 07693956), Independent Non-Executive Director;

3. Mr. Rayappa Ramappa Hanchinal (DIN: 08138621), Independent Non-Executive Director, and

4. Ms. Grupsi (DIN: 08788588), Non- Executive Independent Woman Director

5. Mr. Vijay Bhatia (PAN:- AEQPB8143K ) Chief Financial Officer (CFO)

6. Ms. Prabhjot Kaur (PAN:- CJQPK4620R), Company Secretary & Compliance Officer.

Changes in Directors and Key Managerial PersonnelRs.s:

During the year Company secretary Ms. Misha Nahal resigned from the Company and Ms. Prabhjot Kaur appointed. (Details mentioned in CG report)

Declaration by Independent Directors

The Company has received the necessary declarations from all the Independent Directors under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. Furthermore, skills/expertise/competence of each independent director in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under specified regulation of the SEBI Listing Regulations is given in the Corporate Governance Report which is forming part of this Report.

Retirement by rotation and subsequent re-appointment

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Sandeep singh DIN: 07275838 Executive Director, of the Company is liable to retire by rotation at an ensuing Annual General Meeting and being eligible has offered himself for re-appointment This shall not constitute a break in his office as the Whole Time Director of the Company. A brief resume, nature of experience in specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of Directors of your Company recommended the appointment. None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

DETAILS OF MANAGING BODY AND KEY MANAGERIAL PERSONNELS

The details of the managing body of the company as per the orders of the State Government of

Haryana and the Key Managerial PersonnelRs.s (KMPs) in accordance with the provisions of Section

2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder, and includes supervision by the government officials.

S. No. Name	Designation	Date Of Appointment	Date of cessation
1. Mr. Sandeep Singh	Whole Time Director	14.08.2015	N.A.
2. Ms. Misha Nahal	Company Secretary	29.12.2021	18-07-2023
3. Prabhjot Kaur	Company Secretary	09.11.2023	27-06-2024
4. Mr. Vijay Bhatia	Chief Financial Officer	14.11.2022	N.A.
5. Mr. V K Singh	Unit Head		N.A.
6. Ms. Grupsi	Independent Women Director	25/07/2020	N.A.
7. Mr. Rayappa Hanchinal	Independent Director	28/11/2022	N.A.
8. Manoj Das	Independent Director	28/11/2022	N.A.

MANAGEMENT COMMITTEE

In absence of the required Board of Directors, and due to non-payment of cane growers within time the mill is being supervised by government through a management committee.

POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Executive Directors is in accordance with the Nomination and Remuneration Policy of the company formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

? To identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment

? To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel, Senior Management Personnel of the Company.

? To formulate the criteria for evaluation of performance of independent directors and the board of directors.

? To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

? To recommend to the Board on all remuneration in whatever form, payable to the Directors, KMPs and Senior Management.

? To develop a succession plan for the Board and to regularly review the plan.

? To assist the Board in fulfilling responsibilities.

The Nomination and Remuneration policy is available on the website of the Company at the web-link https://www.naraingarhsugarmillsltd.com/criteria-of-making-payments-to-non-executive-directors.php.

NUMBER OF BOARD MEETINGS

During the year under review, 5 meetings of the Board were convened and held. Details and attendance of such Board meetings and management committee meetings are mentioned hereunder and also stated in the Corporate Governance Report:

Sr. No	Name	Category (Director)	Position	Number of meetings held during the year ended March 31, 2024
				Held	Attended
1	Mr. Sandeep Singh	Whole Time Director	Chairman	5	5
2	Ms. Grupsi	Independent Women Director	Member	5	0
3	Mr. Rayappa Hanchinal	Independent Director	Member	5	5
4	Mr. Manoj Das	Independent Director	Member	5	4

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Since the composition of the Board was deficient and there were no effective Board procedures as per Companies Act, 2013 or LODR Regulations, no such performance evaluation was carried out during the year.

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-?-vis the plans, meeting, challenging situations, performing leadership role, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and also considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions.

DIRECTORSRs. RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to

DirectorsRs. Responsibility Statement, the Directors confirm: -

? The Financial Statements of the Company for the year ended March 31, 2024, have been prepared on a going concern basis following applicable Indian accounting standards and that no material departure have been made from the same;

? In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Indian accounting standards, have been followed along with proper explanation relating to material departures;

? Directors have selected such accounting policies and applied them consistently and made judgements an estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31, 2024 and of the profits and loss of the company for financial year ended March 31, 2024.

? 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 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

? the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively; and

? Proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with rules framed thereunder, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Rs.Annexure-2Rs. and forms part of this report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

The information as per Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report is attached as Annexure-1.

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. That annexure is not being sent to the Members and others entitled to this Report and the financial statements, as provided in Section 136 (1) of the Companies Act, 2013. Any member interested in obtaining a copy of the said Annexure may write to the Company Secretary at cs@nsml.in.

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy the Annual Return of the Company for F.Y. 2023-24 is available on CompanyRs.s website and can be accessed at www.naraingarhsugarmillsltd.com.

AUDITORS AND AUDITORSRs. REPORT

I.) STATUTORY AUDITORS

At the previous 29^th AGM of the company, M/s P K Vasudeva & Co, Chartered Accountants (Firm Registration No. 000724N) were appointed as the Statutory Auditors of the company for a tenure of five years from the conclusion of the ensuing AGM to hold office up to the conclusion of AGM to be held in the year 2027. The Auditors have given their consent for appointment and have confirmed that their appointment, if made would be within the limits prescribed under the act.

The AuditorsRs. report of the company issued by the Statutory Auditors contains certain observations and remarks. The remarks of the Auditors and the management reply thereof are provided hereunder:

Sr. No.	Comment/ remark of the Statutory Auditors	Management Reply
1.	We draw attention to Note 4.2 of the financial statements regarding Contingent Liabilities & Commitments (including default in repaying Term/Soft loans and guarantees) can adversely affect the financial viability of tile Company. Adverse decision by various	The management of the company as of now is vested into the state government of Haryana and the best efforts are being made to regularise the affairs of the company and deal with all the defaults.
	adjudication authorities can further erode tile working capital as well as Share capital too. In spite of such serious nature, the management of the Company has prepare the financial statements without acknowledging the liability and prepare it on "Going Concern concept" However we have not been able to corroborate tile ManagementRs.s contention of "Going Concern". Accordingly, we are unable to comment on tile "Going Concern Principle" of tile Company.	The management, keeping an optimistic approach has decided to continue to follow the "Going Concern Concept" for preparation of the financial statements.
2.	We draw attention to Note 4.4 of tile financial statements regarding default by Company in repaying Loans (Principal and Interest) from Bank/Financial Institution. An FlR dated 28^th December, 2021 was lodged u/s. 120B, 406, 409, 420, 468 & 471 of IPC against relative of Ex-Directors and other officers of the	The management of the company as of now is vested into the state government of Haryana and the best efforts are being made to regularise the affairs of the company and deal with all the defaults.
	Company. The management of the Company is also taken over by tile State Government. Further land measuring 64 Acre in the name of Company was also attached by Hon Rs.ble Court vide order dated 25th February, 2022. These developments can adversely affect to the overall functioning of the Company and may also affect tile "Going Concern Concept" of the Company. In spite of such serious nature, the management of tile Company has prepare tile financial statements without acknowledging tile liability and prepare it on "Going Concern concept" However we have not been able to corroborate tile ManagementRs.s contention of "Going Concern". Accordingly, we are unable to comment on this point.	The matter of FIR being subjudice is not commented upon. The management, keeping an optimistic approach has decided to continue to follow the "Going Concern Concept" for preparation of the financial statements.
3.	We draw attention to Note 4.5, 4. I 2 & 4.13 of the financial statements regarding party balances including balance due from Mr. Rahul Anand who is tile prime party of FIR along with other Companies/Firms related to him. We are unable to comment on this point, since the matter is subjudiced.	The matter of FIR being subjudice is not commented upon. As about the balances due from other parties, the financial statements reflects the amounts as per the companyRs.s accounting records.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s P K Vasudeva & Co. in their Report dated June 20, 2024. Further, the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

II.) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed CS Ajay K. Arora, Practicing Company Secretary (M. No. 2191 & C.P. No. 993), to conduct the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report submitted by CS Ajay K. Arora in the prescribed form MR- 3 is attached as Rs.Annexure-3Rs. and forms part of this Report. The Secretarial Audit report contains certain observations and adverse remarks. Such adverse remarks and the management reply thereof are enclosed with this report as Rs.Annexure-3ARs..

III.) COST AUDIT

Pursuant to section 148 and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Cost record and Audit) Rules, 2014, as amended from time to time the Board of Directors of your Company has appointed M/s Khushwinder Kumar & Co, Cost Accountants (Registration No: 100123) as the Cost Auditor for the financial year 2024-25 on the recommendations made by the Audit committee. The remuneration proposed to be paid to the Cost Auditor, is subject to the ratification by the members at the ensuing AGM, would be not exceeding INR 75,000 INR Rupees Seventy Five Thousand Only) excluding taxes and out of pocket expenses, if any. Your directors recommend the ratification in remuneration payable to the Cost Auditors of the Company at ensuing Annual General Meeting.

Your company has received consent from Khushwinder Kumar & Co, Cost Accountants, to act as the Cost Auditor of your company for the financial year 2024-25 along with certificate confirming their Independence. No Cost Audit Report for the year ended 31st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2024 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors.

The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

A report on corporate governance together with the Certificate from M/s. A. Arora & Co, Company Secretaries, confirming compliance with corporate governance norms as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report. Management Discussion and Analysis, covers the state of the CompanyRs.s affairs business operations / performance of the CompanyRs.s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in- house internal audit department and the observations, corrective and preventative actions are reviewed by the management and Audit committee of the Board of Directors.

During financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013, re-emphasizes the need for an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board Report.

To ensure effective Internal Financial Controls, the Company has laid down the following measures:-

? The CompanyRs.s books of accounts are maintained in ERP and transactions are executed through ERP setups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

? The Company is having in place a Risk Management framework.

? The Company is having in place a well-defined Vigil Mechanism (Whistle Blower Policy).

? Compliance of Secretarial functions is ensured by way of Secretarial Audit.

? Compliance relating to Internal Control System of the Company is ensured by way of Internal Audit.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Company has adopted a Risk Management Policy. The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The

Company has in place Rs.Policy for Prevention and Redressal of Sexual HarassmentRs. in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013 (hereinafter referred "as the said act") and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal

Complaints Committee (Rs.ICCRs.) at the Registered Office, Works to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Policy on Prevention of Sexual Harassment at Workplace is available on companyRs.s website: www.naraingarhsugarmillsltd.com

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:-

a) Number of complaints received in the year : Nil b) Number of complaints disposed off during the year : Nil c) Number of cases pending more than ninety days : Nil d) Nature of action taken by the employer or district officer : Not applicable.

DEPOSITORY SYSTEMS

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s Alankit Assignments Limited, its Registrar and Share Transfer Agent across physical and electronic alternative.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees, investments and securities provided by the company as on March 31, 2024 have been provided in the Financial Statements which forms part of the Annual Report. During the financial year 2023-24, the company has not given any loans or extended any guarantee or security to any other entity, in terms of the provisions of section 186 of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for approval.

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on armRs.s length basis, in the ordinary course of business and in accordance with the provisions of section 188 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, 2015. However, during the financial year ended on 31st March, 2024 the Company has not entered into any material related party transactions under the SEBI Listing Regulations, 2015 read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form part of this report.

The details of the related party transactions entered as required under "Ind. As 24" are set out in Note to accounts to the standalone financial statements forming part of this Annual Report.

The company did not enter into any related party transactions as per the provisions of Companies Act, 2013 and the LODR Regulations.

The Company has formulated a policy on dealing with related party transactions which is posted on the website of the Company at the web link https://www.naraingarhsugarmillsltd.com/policy-on-dealing-with-related-party-transactions.php.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In Compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, the Company has adopted a vigil mechanism/Whistle Blower Policy. The CompanyRs.s vigil mechanism/Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any and to promote reporting of any unethical or improper practice or violation of the CompanyRs.s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the CompanyRs.s code of conduct or ethics policy or Code of Conduct for Prevention of Insider

Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee

Mr. Sandeep Singh, Whole-Time Director, nominated by the Board of Directors of the company to play the role of the Audit to report concerns about unethical behavior (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the said Director. Adequate safeguards are being provided against victimization of whistle blowers availing of such mechanism.

Whistle Blower Policy of the Company is posted on the website of the Company at the web-link: https://www.naraingarhsugarmillsltd.com/details-of-establishment-of-vigil-mechanism-whistle-blower-policy.php.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYRs.S OPERATIONS IN FUTURE

Order passed by Supreme Court Committee in W.P(C) No. 995/2019 on 24.08.2023 attached all the properties of the company & directed bailiff of the local court to give effect to the attachment by taking over physical possession of the properties attached & facilitate the valuer to enter the attached properties for inspection for furnishing the valuation report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards/ risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted. The Company does not produce any kind of hazardous waste.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (Rs.IEPF RulesRs.), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

There are no funds or shares lying with the Company to be transferred to IEPF account In accordance with Section 125 of the Companies Act, 2013 for the FY 2023-24.

TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (Rs.IEPF AccountRs.).

During FY 2023-24, there were no shares which are required to be transferred to IEPF Account.

GENERAL DISCLOSURE

During the year under review:

? The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules made thereunder.

? The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

? The Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

? During the year, your Company has not issued any sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

? During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

? During the year under Report, no funds were raised through employee stock option scheme and employee stock purchase scheme.

? During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

? During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the company during the financial year 2023-24.

SUM DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

As on March 31, 2024 a sum of Rs. 23.58 Lakhs was payable towards Principal amount and the interest due thereon remaining unpaid to MSME supplier.

CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Executive Officer and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting is annexed to this Report.

ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contribution to the good levels of performance and growth that the Company has achieved during the financial year under review.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non- government authorities, customers, vendors, and members during the financial year under review.