Your Directors take pleasure in presenting their 31st (Thirty-first) Annual
Report together with the Audited Accounts for the year ended 31st March, 2023.
FINANCIAL PERFORMANCE
The financial position of the company for the financial year ended on March 31, 2023 is
summarized below:
(Rs. in Lakhs)
PARTICULARS |
2022-23 |
2021-22 |
Revenue from Operations |
1,62,748.23 |
1,40,029.15 |
Other Income |
2,340.29 |
406.20 |
Total Revenue |
1,65,088.52 |
1,40,435.35 |
Profit Before Tax, Depreciation and Finance Cost and extraordinary items |
13,672.65 |
18,175.48 |
EBITDA/ Sales (%) |
8.40 |
12.98 |
Finance Cost |
2,291.04 |
2,883.27 |
Depreciation and Amortization expenses |
3,133.95 |
2,772.93 |
Prior period expenses and exceptional items |
- |
1,617.36 |
Profit before tax |
8,247.66 |
10,901.92 |
Tax Expenses |
1,908.03 |
2,380.42 |
Profit after tax |
6,339.63 |
8,521.50 |
Earnings Per Share: |
|
|
Basic |
4.13 |
5.55 |
Diluted |
4.13 |
5.55 |
FINANCIAL PERFORMANCE OF THE COMPANY DURING 2022-23
Your Company has been consistently performing well over the past years. It is but
appreciable as the Company has been able to perform despite multiple challenges like the
pandemic and other vital global developments affecting the industry. Revenue from
operations during 2022-23 increased by 16.22 % as compared to the revenue during 2021-22.
The increase in revenue is mainly due to better efficiency throughout all the segments and
better realizations from Sugar and Ethanol. During the year, there is more than 33% rise
in the revenue from sugar and ethanol over the previous year. EBIDTA, during 2022-23 is
Rs. 13,672.65 lakh as compared to EBIDTA of Rs. 18,175.48 lakh during the previous FY.
Lower EBITDA as compared to the previous FY is on account of the steep rise in prices of
the fuel, revision of the wage structure of the company, and lower margin in the
realizations of the carried-over inventories. Earning before tax is at Rs. 8,247.66 lakh
when viewed in conjunction with that of the previous FY (Rs. 10,901.92 lakh). Earnings
after tax (including Exceptional Item) at Rs. 6339.63 lakh is as compared to the earnings
after tax (including Exceptional Item) of the previous FY of Rs. 8521.50 lakh. Revenue
from operations for the year ended March 31, 2023, stood at Rs. 1,62,748.23 Lakhs as
against Rs. 1,40,029.15 Lakhs for the previous year. EPS is Rs. 4.13 per share as against
a net profit of FY 2022-23 and Rs. 5.55 per share as against a net profit of the previous
year.
YEAR IN RETROSPECT
Sugarcane crushing remained at a similar level as that of the previous year in Punjab
whereas there was a slight rise in crushing of Sugar Beet of 5.93% over the previous year.
This was mainly on account of the consistent efforts of the Company which led to an
increase in cultivable area of Sugar Beet over the previous year. Cane crushing in Uttar
Pradesh reflected a trifling rise in crushing by 1.91% due to timely cane payments.
Overall Net Recovery of sugar from sugar cane rose to 9.30% as against recovery of 8.39%
last FY. The increase in recovery was consequential in shifting the production to CHM
instead of the use of juice/ syrup for manufacturing Ethanol.
Distinguishing features of the crushing operations in your company are given in the
succeeding paragraphs. Metrics of sugarcane crushed, sugar produced and recovery achieved
during the financial year is given hereunder:
Sugarcane and Sugar Beet crushed and sugar produced across all units (Financial Year
2022-23)
Particulars |
Sugarcane |
Sugar Beet |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Crushing (lakh quintal) |
227.51 |
226.61 |
37.12 |
35.04 |
Recovery % (Net) |
9.30 |
8.39 |
8.35 |
8.70 |
Production (lakh quintal) |
21.16 |
19.02 |
3.10 |
3.05 |
Performance of cogeneration division- Metrics of power sold
|
2022-23 |
|
|
2021-22 |
Unit |
Power sold |
Amount |
Power sold |
Amount |
|
(Lakh units) |
(Rs. /Lakh) |
(Lakh units) |
(Rs. /Lakh) |
Punjab |
325.38 |
2325.11 |
522.88 |
3552.90 |
Uttar Pradesh |
551.15 |
1926.35 |
451.73 |
1537.68 |
Total |
876.53 |
4251.46 |
974.61 |
5090.58 |
The Power Sale in the U.P. grew by 25.28% on account of enhanced operating days
although the Company decided to sell the surplus bagasse after the close of crushing
operations instead of consuming the same for power generation as generating power was not
viable. The Power Export in Punjab also decreased by 34.56% because the Company became
self-reliant in fuel by saving on steam consumption in the process leading to surplus fuel
for extended crushing season for Sugar Beet. Due to this the Company saved on external
fuel cost.
Performance of Distillery:
Area of |
Production*(Lakh BL) |
Sales*(Lakh BL) |
Revenue**(Rs. |
In Lakh) |
Operation |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
Punjab |
708.79 |
766.08 |
711.54 |
766.87 |
48111.88 |
45520.92 |
Uttar Pradesh |
330.51 |
279.82 |
325.83 |
301.22 |
20994.57 |
16928.11 |
Total |
1039.29 |
1045.90 |
1037.37 |
1068.09 |
69106.45 |
62449.03 |
* Does not include products other than spirit/ Ethanol.
** Including Sale of all products with inter segment transfers.
Despite lower production in the distillation segment as compared to PY on account of
the closure of the plant for scheduled maintenance, the revenue grew by 10.66% due to
better price realizations from Ethanol. Further, the optimal operation ofthe U.P. Ethanol
plant led to improved performance of the segment.
SUGAR INDUSTRY OVERVIEW Sugar Industry Drivers
The increasing demand for clean-labelled bakery and confectionary products is likely to
influence the sugar market forecast dynamics in the forecast period. In addition, the
thriving e-commerce sector, rising purchasing power of the population and increasing
research and development activities by the major food manufacturers are expected to be the
crucial sugar market trends. Meanwhile, the increasing demand for sugar in households is
further adding to the global sugar market value. This can be attributed to the increasing
popularity of home-made pastries, cakes, sweet rolls, and pies, among other dessert or
bakery products. Furthermore, the rising demand for sports drinks among athletes are
likely to lead to product innovations which are the industrial sugar market trends. Rising
standards of living and increasing purchasing power in the emerging economies which
usually leads to higher consumption of processed foods such as dairy, soft drinks, etc.,
which have high sugar content are expanding the sugar industry market share. Additionally,
the increasing penetration of sugar in premium packaged beverages and solid processed
foods is expanding the global sugar market size. This report by Expert Market Research
entitled "Sugar Market
Report and Forecast 2023-2028" provides a comprehensive analysis and sugar market
outlook for anyone who plans to foray into the sector. The sugar market details have been
provided from 2018-2022 and forecasts have been presented till
2028. On a regional level, Latin America currently represents the largest producer and
the Asia Pacific the largest consumer of sugar. On the basis of product type, the global
sugar market has been bifurcated into the product derived from sugar cane and sugar beet.
For each of these types, the report has provided both historical and future market trends.
Additionally, the report has analysed the global sugar market on the basis of end-use.
According to the global sugar market report, industrial usage (beverages, bakery and
confectionary products) represents the biggest end-use sugar market share. (Source: EMR
Reports: https://www.expertmarketresearch.com/reports/sugar-market-report)
Global sugar industry scenario
Since the last global sugar market report in October 2022, a host of challenges have
affected world markets. From bank failures in both the United States and Europe, ongoing
geo-political tensions between US and China, the war in Ukraine and a continuing rise in
interest rates, there is a complex backdrop to international sugar supply.
Overview production falls key factor in price rises
The London white sugar futures are currently at 27.4 c/lb (cents per pound): the
highest for eleven and a half years. These bull market prices are the result of the
downturn in sugar production of the world's major sugar producing countries: Brazil,
China, India, and Thailand. Global beet sugar production reached 37.2 mln tonnes from the
2022/23 campaign and global cane production resulted in 145.5 mln tonnes of sugar being
produced from the 22/23 harvest. Global sugar production for 2022/23 reached 182.7 mln
tonnes, the lowest for three years.
The northern hemisphere cane crush for 22/23 is only now reaching its tail end, the
southern hemisphere cane crush for 23/24 has just started and the beet sowing for the
23/24 campaign is in the ground. We expect the coming year will see increased production
from Brazil, China, Europe, and Pakistan, despite the expected drop in production from
Thailand. After two and a half years of a La Ni?a climate pattern, we are moving to
an El Ni?o formation. Expected this summer, this would result in the Indian and Thai
off-season being drier and the Brazilian harvest wetter. For the 2023/24 season, we
estimate an increase in global beet sugar production to around 39 mln tonnes and an
increase in global cane production to 152 mln tonnes, making total global sugar production
191 mln tonnes. Global consumption will continue to rise yet again to 189 mln tonnes in
2023/24 from 186 mln tonnes in 22/23. The world market will have a surplus of around 1 mln
tonnes for 22/23, less than estimated back in October. The tightness in supply is keeping
demand strong and prices high.
Unpredictable rains in India squeeze cane production:
Estimates for India's sugar production from the 2022/23 cane crop are below the
decreased figure we estimated last October. The 35.6 mln tonnes we expect is much lower
than the 39 mln tonnes produced in 21/22. Any further exports onto the global market this
season seem unlikely, despite India having an export quota of 6 mln tonnes for the world
market. Despite an increased area under cane, low rainfall during the growing season and
too much rain just before the harvest began resulted in lower cane yields. For the 2023/24
crop, the area under cane has increased again. If the monsoon rainfall is average, we
expect India to produce 36.4 mln tonnes of sugar. However, that figure only holds if there
are no major increases in cane juice or molasses diverted into ethanol production. In
22/23 the equivalent of 4.5 mln tonnes of sugar was used for ethanol production. In 23/24,
we expect that figure to be 3.78 mln tonnes.
(Source: Ragus- Sugartalk:
https://www.ragus.co.uk/global-sugar-market-report-may-023/#:~:text=For%20the%202023%2F24%20season,sugar%20production%20191%20mln%20tonnes.)
The Indian sugar industry review
India's sugar production is projected to increase by 4 million tonnes (mt) to 36 mt in
2023-34 season (October 2023-September 2024), the US Department of Agriculture (USDA) has
said. But the output could be affected in the case of El Ni?o turning out to be a
strong event in Asia, say analysts.
"India's production is estimated up 4 mt to 36 mt on higher sugarcane area and
yields. Consumption is anticipated to be up on increased demand from bulk buyers and
processed food manufacturers," the USDA said in its bi-annual "Sugar: World
Markets and Trade" report.
India's sugar production in the 2022-23 season has been estimated at 32.8 mt, down from
35.8 mt last season, by the Indian Sugar Mills Association (ISMA), a body of private
mills. The output was initially estimated over 36 mt.
Global output seen up
The USDA in its report said global sugar production is forecast up 10.6 mt at 187.9 mt
with higher production in Brazil and India more than offsetting a decline in Russia.
International sugar broking firm Czarnikov's portal Czapp has projected the commodity's
production next season at 178.8 mt. This is lower than its April estimates as it expects
El Nino to affect the crop in Thailand. BMI forecasts that if weather conditions are
favourable, there could be a 6.9 mt sugar surplus in 2023-24. However, during the 2015-16
El Ni?o, global production contracted by 7.1 per cent year-on-year, which applied to
its 2023-24 production figures, would suggest that global production balance forecasts
will swing from a surplus to a deficit.
Rising consumption
One of the fears as regards the 2023-24 season is increasing consumption and
demand-supply balance. The USDA has projected global demand rising to 180.04 mt. This will
leave ending stocks at 33.45 mt. Czapp sees consumption outstripping supply at 178.9 mt.
Indian demand is projected to top 31 mt by USDA, while it may export 7 mt against 6.1
mt this year. "Exports are expected to rise only slightly on the likelihood that the
government maintains export caps to control inflation," it said. In 2021-22 and
2022-23 seasons, India capped sugar exports to ensure ample supply in the domestic market.
In 2021-22, exports were capped at 10 mt, though eventually 11.2 mt were shipped out. This
season, exports were capped at 6 mt. "If India does not export sugar next season,
global prices could go up substantially," said Sawhney.
Harvest may be hit
BMI said, "Looking at Brazil, while an El Nino event would typically lead to
increased rainfall in the world's largest producer, as it did in 2015-16, heavy rain will
delay the progress of the country's harvest, which runs from May to December."
However, as yet, the strength of the looming El Ni?o remains unclear, and much will
depend on the severity of it, the researc h agency said. "Should it be a strong El
Nino, we expect global production to be further constrained and concerns to grow over
global supply, ensuring that prices find further support," BMI said.
(Source: Businesline:
https://www.thehindubusinessline.com/economy/agri-business/indias-sugar-output-next-season-may-rise-to-36-million-tonnes-says-usda/article66908973.ece)
Empowering farmers via a resurgent sugar sector
The government has recently announced the Fair and Remunerative Price (FRP) of
315/quintal for sugarcane for Sugar Season 2023-24 with more than 100% margin over Paid
out cost + imputed value of family labour (A2+FL cost). This is amongst the highest margin
in crops thereby assuring high returns for farmers. This decision will benefit about 5
crore sugarcane farmers, including their dependents. The new FRP aims to address the
aspirations of the farmers while ensuring competitiveness of the Indian sugar industry.
The FRP is the benchmark price below which no sugar factory can purchase sugarcane.
Therefore, it is like Minimum Support Price but here procurement is carried out by the
sugar factories, and not by the government. The sugar industry in India has had a
chequered history and has emerged as a robust sector only in recent years. In 8 years
leading up 2020-21, the government extended financial assistance of more than Rs 18,000
crores to bring sugar sector out of financial crises so that farmers' payments could be
released by mills promptly. In recent years, targeted interventions from the Centre,
acumen of the sugar industry and propitious global factors have led to a turnaround of the
sugar sector. The health of sugar sector can be gauged from the fact that since 2021-22,
no budgetary support has been given to sugar mills except under interest subvention scheme
for ethanol projects (under which Rs 494 crores have been disbursed till June 30, 2023).
Enhanced levels of capital expenditure in the sector for modernisation and diversification
have led to additional investment of more than Rs 30,000 crore in the sector in the last 6
years and generation of more than 50,000 direct and indirect employment opportunities for
rural youth. Trends in stock prices of listed companies are a reliable indicator of not
only the present health of the sector but also of its future prospects. It is seen that
market capitalisation of the top 10 listed sugar companies (based on their sugarcane
crushing capacity) has more than doubled in last 4 years. The turnaround of the sugar
sector can be credited to three broad set of factors. The flagship initiative which has
contributed the most to revival of the sugar sector, has been the National Biofuel Policy
2018 which promotes blending of ethanol with petrol. Although, Ethanol Blending with
Petrol (EBP) Programme has been under implementation since 2003, announcement of the
National Biofuel Policy can be termed as the watershed event leading to a resurgence in
the sector. Since then, a slew of policy initiatives has simplified the procedures of
establishing ethanol plants and offered remunerative prices for ethanol produced from
molasses. The Centre also introduced Interest Subvention Scheme for ethanol projects under
which 6% interest per annum or 50% of interest, whichever is lower, is reimbursed for 5
years to project proponents to incentivise enhancement of ethanol production capacity in
the country. More than 1,200 projects with a projected capacity of 4,400 crore litres have
been given in-principle approval by Central Government under the scheme since 2018. In
just over two years, ethanol blending percentage has doubled and about 434 crore litres of
ethanol was blended during Ethanol Supply Year (Dec-Nov) 2021-22 surpassing the target of
10%. The EBP
Programme is now on track to achieve the target of 20% ethanol blending by 2025 which
would make India the third largest ethanol producer in the world. Ethanol Blending
Programme has resulted in additional revenue of more than Rs 51,000 crores for sugar-based
distilleries in last 4 years. Exports have, inter alia, enabled the sugar sector to
dispose its additional inventory which hitherto used to block funds for sugar mills and
delay payments to cane farmers. Indian sugar has now developed a strong foothold in the
export market reaping the benefits of higher global prices which have almost doubled in
last three years. The third factor relates to diversification of product basket of the
sugar mills. Sugar sector today is the torchbearer in the country of a circular economy
with minimal impact on the environment. The industry is creating additional value with
co-gen power, potash based fertilizers and use of press mud to generate Compressed Bio Gas
(CBG). Sugar industry has effectively tapped bagasse to generate power not only to meet
its own requirements but also to provide surplus electricity to the grid. With a capacity
of 9,500 MW, sugar sector is generating revenues of about 10,000 crore from its green
power cogeneration infrastructure. Water usage by the sugar mills is declining due to
increased use of drip irrigation and efficient use of water in the integrated sugar
complexes. The sector is well poised to use all these initiatives to earn and and monetise
carbon credits and is thus meaningfully contributing in meeting India's targets under COP
26 agreements towards Net Zero Emissions. The increased profitability of sugar mills has
also benefitted the two major stakeholder- farmers and consumers. Improved cash flows of
the sugar mills have led to faster clearance of cane dues of farmers. The consumer has
also gained on account of stability in domestic sugar prices. Though international sugar
prices touched an 11-year high in April, 2023, domestic retail prices have been stable
with nominal inflation of less than 3%. In contrast, retail prices in the neighbouring
countries are two to four times of what prevails in India. (Source: ISMA:
http://www.indiansugar.com/NewsDetails.aspx?nid=55810)
India will achieve 20% ethanol-blended petrol target by 2025; maize to play important
role, says Piyush Goyal
Food and Consumer Affairs Minister Mr. Piyush Goyal expressed confidence that the
country will achieve the target of 20 per cent blending of ethanol. The minister
highlighted that the blending of ethanol with petrol has increased to 10 per cent in
2021-22 marketing year from just 1.53 per cent in 2013-14 on the back of efforts made by
farmers and industry, aided by favourable government policies. He said the supply of
ethanol to oil marketing companies (OMCs) increased to 408 crore litre in 2021-22 from 38
crore litre in 2013-14. The minister further stressed the need to boost ethanol production
to meet this target and said the focus should be now on making ethanol from maize crops
since there is a limitation to increasing supply from sugarcane crops. To achieve the
target of 20 percent by 2025, about 1,016 crore liters of ethanol would be required. About
334 crores of ethanol would be required for other usage. Therefore, there is a need to
create a capacity of 1,700 crore liters, considering the plant operates at 80 percent
efficiency. Ethanol production has significantly helped the sugar industry as well as
sugarcane farmers and the same can be replicated in maize. If we have to jump from 10
percent blending to 20 percent, maize will have a major role to play. Maize is better for
making ethanol. It is an eco-friendly crop as it can be grown with less water. This step
will boost farmers' income because of an assured market. The agriculture ministry is
working to increase the productivity and production of maize crops. The higher blending of
ethanol with petrol is beneficial for farmers, the environment, and overall India's
economy. The ethanol sector has attracted huge investments and helped in the creation of
jobs. India's crude oil import bill due to this, could come down by Rs 50,000 crore,
leading to huge savings of foreign exchange reserves. With the ongoing support from the
GoI, the industry foresees a great business opportunity and is inclined to set up
factories with a focus on dual feedstoc k (cane and grains) to produce ethanol to increase
the implementation speed to achieve the 20 percent blending target. The auto industry has
realized that ethanol is a reality. The GoI is working towards rolling out flexi fuel
engines and ethanol pumps. The requirement for ethanol is estimated at 1,300 crore liters,
of which 650 liters should come from sugarcane and the rest from other sources including
grains. The ethanol production from maize needs to be encouraged to achieve the targets
and maize production needs to be raised from 34 million tonnes to 42-43 million tonnes.
(Source: ISMA: http://www.indiansugar.com/NewsDetails.aspx?nid=55796)
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review which also covers
the performance of the company is presented in a separate section and forms a part of this
Annual Report.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions entered during the financial year were in the ordinary
course of business and at arm's length basis. There were no materially significant Related
Party Transactions with the Company's Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by the Company in the
normal course of business are periodically placed before the Audit
Committee for its omnibus approval and Form AOC-2 as required to be provided under
Section 134(3)(h) of the Companies Act, 2013 is enclosed as "ANNEXURE 1".
The Board of Directors of the Company has adopted a policy to regulate transactions
between the Company and its Related Parties, in compliance with the applicable provisions
of the Companies Act, 2013, the rules thereunder and the Listing Regulations, which is
posted on Company's website i.e. http://ranagroup.com/rsl/Policies_of_the_Company.htm.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "ANNEXURE
2" and is attached to this report.
DISCLOSURE PERTAINING TO MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in "ANNEXURE 3". CORPORATE
SOCIAL RESPONSIBILITY
Your Company has undertaken various projects during the year in the field of promotion
of Education, Sport and in promoting Health Care and Preventive Health Care. The Company
is evaluating and will take up more CSR activities in different areas. The CSR Policy of
the Company is available on the website of the Company at www.ranasugars.com. Annual
report on CSR activities undertaken during the financial year ended 31 March 2023 in
accordance with Section 135 of the Companies Act, 2013 (Act) and Companies (Corporate
Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) is set out in "ANNEXURE 4"
attached to this report.
STATUTORY AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules made
there under, M/s Ashwani K Gupta & Associates, Chartered Accountants, Panchkula (Firm
Registration No. 003803N) were appointed as Statutory Auditors of the Company for period
of 4 years, to hold office upto the conclusion of 31st Annual General Meeting
of the Company. Further, Company proposed the reappointment of Ashwani Gupta &
Associates, as the Statutory Auditors of the Company, for the second consecutive term of
five years from the conclusion of 31st AGM till the conclusion of 36th
AGM of the Company to be held in the year 2028,
The Independent Auditors' Report is annexed herewith and is the integral part of this
Annual Report. The comments of the auditor being self-explanatory require no further
comments from the Directors. Further, there are no reservations, qualifications, adverse
remarks or Modified opinion in the Audit Reports issued by them in respect of Financial
Statements of the Company for the Financial Year 2022-23.
SECRETARIAL AUDITOR AND THEIR REPORT
The Board had appointed M/s A. Arora & Co., Practicing Company Secretary
(Membership No.2191 and C.P. No.993), as Secretarial Auditor for five years from F.Y.
2021-22 to 2025-26, to conduct the secretarial audit of the company, pursuant to the
provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditor forms part of the Board's
Report as "ANNEXURE 5".
The Secretarial Auditor has made certain observation and remark in his reports. The
management reply to the observation and remark of the Secretarial Auditor is given
hereunder:
OBSERVATION BY SECRETARIAL AUDITOR |
MANAGEMENT REPLY |
1. prior approval of the members is sought under |
the company erroneously omitted to mention in the |
Section 185 of the Companies Act, 2013 to extend |
resolution about simultaneous approval under regulation |
loans, guarantee and security to related parties. |
23 (4) of LODR for such RPTs and no such material |
|
transactions were executed during the year. |
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made
there under, the Board on the recommendation of the Audit Committee has re-appointed M/s
Khushwinder Kumar & Co., Cost Accountants (Firm Reg. No. 100123), as Cost Auditors to
conduct cost audits relating to sugar, electricity and industrial alcohol for the year
ended 31st March, 2024 subject to ratification of their remuneration by the
shareholders in the ensuing Annual General Meeting. The Board recommends the remuneration
of the cost auditors for the FY 2023-24. Further, the Cost Accountants have confirmed that
their appointment is within the limits of Section 141(3)(g) of the Act and free from any
disqualifications specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Companies Act, 2013. The Cost Audit Report for the financial year
2022-23 does not contain any qualification, reservation, adverse remark or disclaimer and
the same will be filed with the Registrar of Companies within the prescribed timeline.
CORPORATE GOVERNANCE
As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, a report on Corporate Governance together with the Auditors Certificate
regarding compliance of the conditions of corporate governance is provided under "ANNEXURE
6".
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 runs its operations with strict adherence to all Environment, Health &
Safety (EHS) norms to provide clean, safe and healthy working conditions to our employees,
and total protection to the communities around which we operate 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.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, the company had the following directors and Key
Managerial Personnel:
NAME |
DESIGNATION |
DATE OF APPOINTMENT |
1. Rana Ranjit Singh |
Chairman & Non-Executive Director |
30-07-1991 |
2. Rana Inder Pratap Singh |
Managing Director (KMP) |
31-10-2002 |
3. Rana Veer Pratap Singh |
Whole-time Director |
31-10-2002 |
4. Mr. Basant Kumar Bajaj |
Non-Executive Independent Director (NEID) |
12-08-2022 |
5. CS Navpreet Kaur |
Non-Executive Independent Director (NEID) |
09-11-2018 |
6. Mr. Tara Chand Meenia* |
Non-Executive Independent Director (NEID) |
25-08-2021 |
7. CA Gaurav Garg |
Chief Financial Officer (KMP) |
09-02-2021 |
8. CS Suresh Kumar |
Company Secretary (KMP) |
11-02-2022 |
Mr. Tara Chand Meenia ceased to be a Director pursuant to resignation w.e.f. 20th
July, 2023.
Mr. Shivavtar Singh Bajwa resigned from the position of director w.e.f. 12th
August, 2022 and Mr. Basant Kumar Bajaj joined the board w.e.f. 12th August,
2022 During the year under review CS Suresh Kumar resigned from the position of Company
Secretary and Compliance Officer of the Company w.e.f. 30th June, 2022 and in
his place CS Gourav Kapoor joined as Company Secretary w.e.f. 05th July, 2022
and Compliance Officer and on 1st November, 2022 he resigned from his position.
The Independent Directors are entitled to hold office for a term of 5 years and are not
liable to retire by rotation. Rana Veer Pratap Singh, Whole-time Director of the Company
retires by rotation at the ensuing 31st Annual General Meeting of the company
and being eligible, offer themselves for reappointment. Though, such determination of
office by retirement and then re-appointment, if approved by the members at the ensuing
Annual General Meeting, would not constitute a break in the tenure of service as the
Director of the Company. None of the Directors of your Company is disqualified under the
provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. During the period
under review, none of the Non- Executive Directors of the Company had any pecuniary
relationship or transactions with the Company. Further, none of the Non-Executive
Directors of the company have any shareholding in the company except Rana Ranjit Singh is
having 100 equity shares in the Company. The details of the Directors being recommended
for appointment/ re-appointment are contained in the Notice convening the forthcoming
Annual General Meeting of the Company.
DECLARATION OF INDEPENDENCE
All the Independent Directors have given declaration to the Company that they meet the
criteria of 'independence' set out in the SEBI (LODR) Regulations, 2015 and the Companies
Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold
highest standards of integrity and possess requisite expertise and experience required to
fulfil their duties as Independent Directors.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There is no Subsidiary, Joint Venture or Associate Company during the year under
review.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2023 is available on the Company's website at following link:
http://ranagroup.com/rsl/AnnualReport.htm.
NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS
During the year under review, 5 (Five) Board meetings, 5 (Five) Audit Committee
meetings, 5 (Five) Stakeholders Relationship Committee meetings, 3 (Three) Nomination
& Remuneration Committee meetings, 2 (Two) Corporate Social Responsibility Committee
meeting and 6 (Six) Finance and Investment Committee meetings were convened and held.
Details and attendance of such Board & Committees meetings are mentioned in Corporate
Governance Report. Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013,
the Independent Directors had a separate meeting on 26.04.2022.
PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS
The details of programme for familiarization of independent directors of the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the
website of the Company's www.ranasugars.com
PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS AND GUARANTEE MADE DURING THE FINANCIAL
YEAR
Particulars of loans, guarantees, investments and securities provided during the
financial year under review, covered under the provisions of Section 186 of the Companies
Act, 2013, have been provided in the notes to the financial statements which forms part of
the Annual Report.
RESERVES
Entire amount of Net Profit of Rs. 6,339.36 Lakhs for the financial year 2022-23, has
been retained for the growth of the
Company, which appears under the head "Other Equity." No amount has been
transferred to general reserves.
DIVIDEND
Your Directors have decided to plough back the earnings in the growth of business and
for this reason, have decided, not to recommend any dividend for the year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
No material changes and commitments which could affect the Company's financial position
have occurred since the close of the financial year on March 31, 2023 till the date of
this Board's Report.
SUSTAINABILITY INITIATIVE
Your Company is conscious of its responsibility towards preservation of natural
resources and continuously takes initiatives to reduce consumption of electricity and
water.
RISK MANAGEMENT
The Company is engaged in multiple businesses and there are unique risks associated
with each business. The Company follows a well-structured Risk Management Policy, which
requires the organization to identify the risks associated with each business and to
categorize them based on their impact and probability of occurrence at the business level
and at the entity level. Mitigation plans are laid out for each risk along with
designation of an owner thereof. It is the endeavor of the Company to continually improve
its systems, processes and controls to improve the overall risk In order to achieve the
objective and for better governance, the Company has adopted a formal Risk Management
Policy and also posted on the Company website at
http://ranagroup.com/rsl/Policies_of_the_Company.htm. 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.
The Managing Director of the company identifies and proposes action in respect of all
risks through his Management team as and when these are perceived or foreseen or inherent
in operations; analyses these, and then recommend it to Audit Committee for its review and
further mitigation measures.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year.
SHARE CAPITAL
The authorised share capital of the company at the end of the Financial Year 2022-23
was Rs. 2,20,00,00,000/- comprising of 16,00,00,000 equity shares of Rs. 10/- each and
6,00,00,000 preference shares of Rs. 10/- each and the paid up capital was Rs.
1,53,56,78,200/- divided into 15,35,67,820 equity shares and Rs. 41,09,34,240/- divided
into 4,10,93,424 preference shares of Rs. 10/- each respectively. There were no changes in
the share capital of the company during the financial year 2022-23. There was no bonus
issue, right issue, ESOP, buy back of share or issue of shares with differential voting
rights during the year.
HUMAN RESOURCES DEVELOPMENT AND EMPLOYER-EMPLOYEE RELATIONS
Your Company believes and considers its human resources as the most valuable asset. The
management is committed to provide an empowered, performance oriented and stimulating work
environment to its employees to enable them to realise their full potential. Industrial
relations remained cordial and harmonious during the year. Further discussion on this
subjec t is included in the Management Discussion and Analysis Report forming part of this
report.
Employee strength as on March 31, 2023 was 1,194 as compared to 1,139 in the previous
year.
DEPOSITS
The Company has neither accepted nor renewed any fixed deposits from the public or the
Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V
of the Companies Act, 2013 and the (Companies Acceptance of Deposits) Rules, 2014, during
the financial year 2022-23, and as such, no amount of principal or interest on deposits
from public or the Members, was outstanding as of the Balance Sheet date. Further,
Pursuant to the Rule 2(1)(c)(viii) and (xiii) of Companies (Acceptance of Deposits) Rules,
2014, Company received and repaid the following amount from/ to Directors and promoters by
way of unsecured loan in pursuance of the stipulation of any lending financial institution
or a bank:
Name of Promoter/ Director |
Amount received |
Amount repaid |
Interest Rate |
Interest paid |
Amount outstanding as at 31st March, 2023 |
Rana Inder Pratap Singh |
0 |
63,50,000 |
0 |
0 |
0 |
Rana Ranjit Singh |
0 |
0 |
0 |
0 |
4,57,627 |
Rana Veer Pratap Singh |
0 |
35,12,011 |
0 |
0 |
0 |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant and/or material orders passed by the Regulator(s) or Court(s)
or Tribunal(s) impacting the going concern status of the Company and its business
operations in near future.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
Detailed internal financial controls are essential to safeguard assets, to prevent and
detect frauds, to ensure completeness and accuracy of accounting records, to ensure robust
financial reporting and statements and timely preparation of reliable financial
information. These are achieved through Delegation of Authority, Policies and Procedures
and other specifically designed controls, and their effectiveness is required to be
measured regularly as per the appropriately laid out mechanism. Your Company has in place
adequate internal financial controls commensurate with its size, scale and operations.
Such controls have been assessed during the year under review taking into consideration
the essential components of internal controls stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India. Based on the results of such assessments carried out by the
management, no reportable or significant deficiencies, no material weakness in the design
or operation of any control was observed. Nonetheless your Company recognizes that any
internal control framework, no matter how well designed, has inherent limitations and
accordingly, regular audits and review processes ensure that such systems are re-enforced
on an ongoing basis. The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the Company.
VIGIL MECHANISM POLICY
The Company has established a vigil mechanism through Whistle Blower Policy and it
oversees the genuine concerns expressed by the employees and other directors through the
Audit Committee. The vigil mechanism also provides for adequate safeguards against
victimization of employees and directors who may express their concerns pursuant to this
policy. It has also provided direct access to the Chairperson of the Audit Committee in
appropriate or exceptional cases. In terms of provisions of Section 178(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 the policy has been approved by the Board of Directors. Adequate safeguards
are also 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
following link: http://ranagroup.com/rsl/Policies_of_the_Company.htm
SECRETARIAL STANDARDS
The Company has duly complied with the applicable Secretarial Standards on Meeting of
Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made there under, your Company has
constituted Internal Complaints Committees (ICs), at all relevant locations across India
to consider and resolve the complaints related to sexual harassment. During the year under
review, the Company has not received any complaint pertaining to sexual harassment.
ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
During the financial year under review, the company has not carried out any amendment
to the Memorandum of Association and Articles of Association of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the
Board of Directors hereby confirms that: a. In the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation relating
to material departures; b. Such accounting policies have been selected and applied
consistently and the Directors have made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023 and of the Profit and Loss of the Company for the year ended on that date;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; d. The annual
accounts of the Company have been prepared on a going concern basis; e. Internal financial
controls have been laid down to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; f. Proper systems have
been devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
COMMITTEES OF BOARD OF DIRECTORS
The Board of directors have the following statutory committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
Apart from above, there is one non-statutory committee namely "Finance and
Investment Committee".
The Composition, terms of reference and number of meetings of the Committees during the
period under review is covered in the enclosed Corporate Governance Report.
NOMINATION & REMUNERATION POLICY AND BOARD EVALUATION
Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies
Act, 2013, the Board has on the recommendation of the Nomination and Remuneration
Committee, framed a policy on appointment of Directors including criteria for determining
qualifications, positive attributes, Independence of a Director and the policy on
remuneration of Directors, KMP and other senior management. Remuneration policy in the
Company is designed to create a high performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. Our Business Model promotes
customer centricity and requires employee mobility to address project needs. The
remuneration policy supports such mobility through pay models that are compliant to
applicable rules and regulations. The Company paid remuneration by way of salary,
benefits, perquisites and allowances and commission, to its Managing Director and the Non-
Executive Directors as mentioned below. The copy of the Nomination and Remuneration Policy
of the company is attached as "ANNEXURE 7".
Managerial Remuneration: a. Remuneration of Chairman, Managing Director and Directors
The details of remuneration paid to Chairman, Managing Director and Directors of the
Company for the financial year 2022-23 are as under:
Name of the Director Designation |
Rana Inder Pratap Singh Managing Director |
Rana Veer Pratap Singh Whole-time Director |
Rana Ranjit Singh Chairman |
Salary |
Nil |
1,34,68,000 |
Nil |
Contribution to PF & Other Funds |
|
|
|
Total |
Nil |
1,34,68,000 |
Nil |
b. Non-Executive Independent Directors (NEIDs):
During the year, the NEIDs were neither paid any remuneration nor granted any loans or
advances. The Non-Executive Independent Directors were eligible for sitting fees for each
meeting of the Board and Audit Committee attended by them, of such sum as may be approved
by the Board of Directors within the overall limits prescribed under the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A
Non-Executive Independent Director is also eligible for reimbursement of expenses incurred
by him for attending the Board and/ or Committee meetings. There were no materially
significant related party transactions, pecuniary transactions or relationships between
the Company and its Directors except those disclosed in the financial statements for the
year ended on March 31, 2023. The details of sitting fees paid to the Non-Executive
Directors during the financial year 2022-23 are given below:
Name of the Non- Executive Director |
Sitting Fees (in Rs.) |
1. Mr. Shivavtar Singh Bajwa |
|
2. CS Navpreet Kaur |
80,000 |
3. Mr. Tara Chand Meenia |
1,15,000 |
4. Mr. Basant Kumar Bajaj |
50,000 |
Total |
2,45,000 |
c. Details of shares of the Company held by the Directors as on March 31, 2023 are
given below:
Name of the Director |
No. of Equity Shares Held |
1. Rana Ranjit Singh |
100 |
2. Rana Inder Pratap Singh |
100 |
3. Rana Veer Pratap Singh |
83,36,027 |
4. Mr. Basant Kumar Bajaj |
Nil |
5. CS Navpreet Kaur |
Nil |
6. Mr. Tara Chand Meenia |
Nil |
REPORTING OF FRAUDS
There have been no frauds reported by the Auditors, under sub section (12) of Section
143 of the Companies Act, 2013 (including amendments), during the financial year under
review, to the Board of Directors and hence, there is nothing to report by the Board under
Section 134(3) (ca) of the Companies Act, 2013.
AMOUNTS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES
During the Financial Year 2022-23 there being an amount of Rs. 183.64 Lakhs outstanding
for more than 45 days to MSME registered supplier and was paid after complying with the
provisions as contemplated in the Micro, Small and Medium Enterprises Development (MSMED)
Act, 2006.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations,
performance evaluation of the Board and its Committees and all the Directors has been
carried out and the details are covered in the Corporate Governance Report.
DISCLOSURE OF PROCEEDINGS UNDER IBC REGULATIONS
During the Financial Year 2022-23, no proceeding was initiated by and against the
company in terms of the provisions of the Insolvency and Bankruptcy Code 2016.
ONE TIME SETTLEMENT
During the Year under review, there was no instance of One Time Settlement with any
Bank/Financial Institution.
TRANSFER OF UNCLAIMED DIVIDEND TO 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 ('IEPF Rules'), 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. During the FY 2022-23, there is no such amount with
respect to Unclaimed Dividend, which is required to be transferred to Investor Education
and Protection Fund (IEPF).
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 ('IEPF Account'). During FY 2022-23,
there were no shares which are required to be transferred to IEPF Account.
ACKNOWLEDGEMENT
Your Directors wish to take the opportunity to express their sincere appreciation to
our customers, suppliers, shareholders, employees, the Central, Uttar Pradesh and Punjab
Governments, financial institutions, banks and all other stakeholders for their
whole-hearted support and co-operation. We look forward to their continued support and
encouragement.
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|
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On behalf of the Board of Directors |
|
|
|
For RANA SUGARS LIMITED |
Date |
: August 11, 2023 |
RANA INDER PRATAP SINGH |
RANA VEER PRATAP SINGH |
Place |
: Chandigarh |
Managing Director |
Director |
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DIN: 00075107 |
DIN: 00076808 |
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