Your Directors have pleasure in presenting this 28th (Twenty Eighth) Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE : Your Company's financial performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:-
Particulars
|
2022-23
|
2021-22
|
Gross Income
|
38,831.38
|
36,069.66
|
Profit/(Loss) Before Interest, Depreciation and Exceptional Item
|
6,618.01
|
2,735.16
|
Finance Charges
|
2,388.64
|
2,530.47
|
Gross Profit/(Loss) before Depreciation and Exceptional Item
|
4,229.37
|
204.69
|
Provision for Depreciation
|
797.18
|
1,046.78
|
Net Profit(Loss) Before Tax and Exceptional Item
|
846.69
|
(842.09)
|
Exceptional Item
|
2,585.50
|
-
|
Provision for Tax
|
-
|
-
|
Net Profit/(Loss) After Tax
|
3,432.19
|
(918.12)
|
Balance of Profit/(Loss) carried forward
|
(17,092.61)
|
(20,524.80)
|
Balance available for appropriation
|
(16,789.20)
|
(20,593.13)
|
Proposed Dividend on Equity Shares
|
-
|
-
|
Tax on proposed Dividend
|
-
|
-
|
Transfer to General Reserve
|
-
|
-
|
Deficit carried to Balance Sheet
|
(16,789.20)
|
(20,593.13)
|
2. REVIEW OF OPERATIONS:
Your Directors are pleased to report that during the year under review, the Company crushed 8.47 Lakhs Tones of Sugar cane and 9.53 Lakhs Quintals of Sugar was bagged with an average recovery of 11.27% and 37,870 tonnes of Molasses was produced. The distillery unit produced 90.40 Lakh litres of Ethanol and Impure Spirit.
The Company registered gross revenue of Rs. 38,831.38 Lakhs for the year ended 31st March, 2023 against Rs. 36,069.96 Lakhs for the year ended 31st March, 2022. For the year 2022-23, the company earned EBITDA of 4,032.51 Lakhs before Interest, Depreciation compared to the the previous year 2021-22 EBITDA of Rs. 2,735.16 Lakhs. For the financial year 2022-23, the Company earned a net profit of Rs. 3,432.19 Lakhs compared to the net loss of Rs. 842.09 Lakhs of previous year. The Company registered an increase of 7.66% in turnover as compared to previous years.
i) PROSPECTS FOR THE FINANCIAL YEAR 2023-24:
Estimating sugar production for the upcoming Crushing Season relevant to Financial Year 2023-24 is challenging at this early stage due to delayed monsoon and uncertain underground water availability.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was no change in the nature of Business of the Company.
4. DIVIDEND:
As the Company has accumulated losses as at 31st March, 2023, the Directors could not recommend dividend on Preference Shares and also on Equity Shares.
5. SHARE CAPITAL:
• Total Number of Equity Shares : 4,37,03,643; and
• Total Number of Preference Shares: 4,11,47,023
Further during the financial year 2022-23, No change in the share capital of the company.
After closure of the Financial Year, members are aware that the Company has taken approval for Increase in Authorised Share Capital of the Company from Rs. 110,00,00,000/- (Rupees One Hundred and Ten Crores Only) divided into Rs. 65,00,00,000/- (Rupees Sixty-Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) equity shares of Rs. 10/-each and Rs. 45,00,00,000/- (Rupees Forty-Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakhs) Preference Shares of Rs.10 each to Rs. 145,00,00,000/- (Rupees One Hundred Forty Five Crores only) divided into Rs.100,00,00,000/- (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) equity shares of Rs. 10/- each, and Rs. 45,00,00,000 (Rupees Forty Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakhs) Preference Shares of Rs.10 each.
Further, The company has issued and allotted 3,38,00,000 Share Warrants to the nonpromoter group, each carrying the entitlement to subscribe to an equivalent number of Equity Shares with a face value of Rs. 10/- (Rupees Ten Only) per share. The subscription amount per warrant is Rs. 2.50 (Rupees Two and Fifty Paise Only), resulting in a total aggregation of Rs. 8,45,00,000/- (Rupees Eight Crores Forty-Five Lakhs). Furthermore, the company has received the remaining subscription balance of Rs. 7.50/- (Rupees Seven and Fifty Paise only) each on 38,33,333 share warrants from some of the warrant holders, in terms of the issue. Accordingly, on 12.07.2023, the company has allotted 38,33,333 equity shares of face value of Rs. 10/- each to the warrant holder who remitted the full subscription amount.
Further also, the Company has converted 1,10,00,000- 6% optionally convertible preference shares in to same number of equity shares of Rs. 10/- each to the promoter group.
As a result of the above allotments, the equity Issued Capital has been increased from Rs. 43,70,36,430/- to Rs. 58,53,69,760/-. And Subscribed and Fully-Paid-Up Capital of the Company has been increased from Rs. 43,69,73,680/- to Rs. 58,53,07,010/-.
Due to the conversion of 1,10,00,000- 6% optionally convertible preference shares into equity shares, preference share capital has been reduced from Rs. 41,14,70,230/- to Rs. 30,14,70,230/-. As a result of which the paid up share capital including preferential share capital of the Company has been increased to Rs. 88,67,77,240/-
The Company has made an application for listing of the newly allotted equity shares with BSE Limited.
Issue of equity shares with differential rights:
During the period under review, the Company hadn't issued equity shares with differential rights.
Issue of Sweat Equity Shares
During the period under review, the Company hadn't issued sweat equity shares.
Details of Employee Stock Options
During the period under review, the Company hadn't issued stock options to the employees of the Company.
6. BOARD MEETINGS:
During the Financial Year ended 31st March, 2023, the Board of Directors of your Company met 04 (Four) times on 27th May 2022, 4th August 2022, 11th November 2022 and 13th February 2023. The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 read with relevant notifications.
7. TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to reserves during the Financial Year ended 31st March, 2023.
8. TRANSFER OF UNCLAIMED DIVIDEND :
There is no Un-claimed dividend to be transferred to IEPF (Investor Education and Protection Fund).
9. KEY MANAGERIAL PERSONNEL AND DIRECTORS:
The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, as on 31st March, 2023:
1. Mrs. T. Sarita Reddy, Managing Director
2. Mr. V. R. Prasad, Chief Financial Officer
3. Mrs. D S V R Susmitha, Company Secretary & Compliance Officer
During the year Mr. Lalit Kumar Thanvi has resigned as a Company Secretary on 5th January 2023 and Mrs. D S V R Susmitha has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. on 1st March. 2023.
Independent Directors declaration:
All the Independent Directors of your Company, viz., Mr. T. R. Rajagopalan, Mr. Raghuraj Suresh Bhalerao, and Mr. Venkata Narayana Rao Paluri have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, in terms of the provisions of amended Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 201 3, read with Regulations 16 and 25(8) of the Listing Regulations that he meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulations 16(1 )(b) and 25(8) of the Listing Regulations(LODR), 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.
The criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the website, viz., http://www.gayatrisugars.com/ at the web link http:// www.gayatrisugars.com/CorpPolicies.html
All the Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors are available on the website of the Company, http://www.gayatrisugars.com/ at the web link http://www.gayatrisugars.com/ CorpPolicies.html
Re-appointments:
As per provisions of the Section 152 of the Companies Act, 201 3 read with AOA of the company, Mr. T V Sandeep Kumar Reddy retires by rotation at this ensuing AGM and being eligible offers himself for re-appointment.
The resolution for re-appointment of Mr. T V Sandeep Kumar Reddy forms part of the notice convening the ensuing AGM.
The profile and particulars of experience, attributes and skills of the Directors is forming part of the notice convening the AGM.
10. COMMITTEES OF BOARD:
to requirement under Companies Act, 201 3 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Management committee. The details of Composition and terms of reference of these committees are mentioned in the Corporate Governance Report and available on company website also.
11. POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:
The Board, on the recommendations of the Nomination and Remuneration Committee, determines the characteristics, skills and other attributes required for appointment and removal of Directors. For this, the Company has Nomination and Remuneration policy, which is performance driven and is structured to motivate Directors and Employees, recognize their merits and achievements and promote excellence in their performance.
The salient features of the policy are:
a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.
c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
d) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
The above Policy is available on the website of the Company www.gayatrisugars.com/ at the web link http://www.gayatrisugars.com/CorpPolicies.html Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:
Pursuant to the provisions of the Companies Act 201 3 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:
(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration of various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 13.02.2023.
(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 13.02.2023 (a) reviewed the performance of the Non-Independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board etc. All the Independent Directors attended the meeting.
A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the Company etc., and accordingly, the evaluation was made. The Independent directors evaluated the Non-Independent directors.
The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Non- Executive Directors) is satisfactory, the term of their appointment be continued.
The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Board's functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company's Management and the Board is excellent.
(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate Governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.
12. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively except for the material weakness/deficiency; and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the Company's website on https://www.gayatrisugars.com/pdf/ yrly/AR%20GSL-2022-23.pdf.
15. STATUTORY AUDITORS AND THEIR REPORT:
Members are aware that the Company has re-appointed M/s. MOS & Associates LLP, Chartered Accountants as Statutory Auditors of the Company at the 27th Annual General Meeting held on 26th September 2022 to hold office for another term of five consecutive years from the conclusion of 27th Annual General Meeting till the conclusion of 32nd
Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors Report to the members of the Company on the financial statements for the financial Year ended March 31,2023 forming part of this report contains a qualified opinion on estimating the Electricity duty amounting to Rs. 283.99 Lakhs as a Contingent Liability and on internal financial control over the financial reporting as per note No. 27.16 forming part of the financial statements. In the event of an un-favourable verdict/outcome in this matter, the Management based on the Supreme Court's interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigation estimates the impact of the potential liability to be Rs. 1 70 lakhs.
16. INTERNAL AUDITORS:
As per the provisions of Section 1 38 of the Companies Act, 201 3 read with the rules made there under, the Company has appointed M/s. PPKG & Co., as internal auditors to conduct the internal audit for the FY 2022-23. The Internal Auditors shall present the report to Audit Committee directly.
17. SECRETARIAL AUDIT:
per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mrs. T Durga Pallvi, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2023 in Form No MR-3 is annexed as Annexure - I to this Report. The Secretarial Auditors' Report to the Members of the Company for the Financial Year ended March 31,2023 does not contain any qualification(s) or adverse observations. Further M/s. VVSK & Associates; Company Secretaries has given Secretarial Compliance Report under Regulation 24(A) of SEBI (LODR) Regulations, 2015 for the year ended 31st March 2023.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec. 134(3)(m) of the Companies Act 201 3 and Rule 8(3) of Companies (Accounts) Rules, 2014 is provided hereunder:
A. Conservation of Energy:
i) The steps taken or impact on conservation of energy:
The Company has already installed the required energy conservation equipments and hence no additions were made during the year.
ii) Step taken by the Company for utilizing alternate source of energy:
The company doesn't have alternative source of Energy, since the Company has Co-gen power facility.
iii) Capital investment on energy conservation equipments:
During the year no investment was made towards energy conservation equipments.
B. Technology Absorption:
i) Efforts made towards Technology Absorption:
Certain modification were undertaken to reduce power Consumption in earlier financial year. In the current year no such requirement was there.
ii) The benefit derived like product improvement, cost reduction, product development or import substitution, etc.
The benefit derived is same as the earlier year.
iii) Details of Technology imported during the last 3 years reckoned from the beginning of the financial year:
During the period of last three years, there was no import of Technology.
iv) Expenditure incurred on Research & Development:
There was no expenditure incurred on Research and Development.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company's internal control system is aimed at proper utilisation and safeguarding of the Company's resources and promoting operational efficiency. The internal audit process reviews the in-system checks, covering significant operational areas regularly.
The Company's Audit Committee is responsible for reviewing the Audit Report submitted by the Internal Auditors. Suggestions for improvements are considered and the Audit Committee follows up on the implementation of corrective actions. The Audit Committee also invites the Statutory and Internal Auditors for regular meetings to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors informed of its observations from time to time.
The statutory auditors had a qualified opinion on the Internal financial controls over the financial reporting stating that material weakness has been identified as at March 31, 2023 in the Company relating to deficiency in internal financial controls over financial reporting in respect of management assessment of estimating potential liability relating to disputed matter as per Note No. 27.16 forming part of financial statements.
The Management conducted an assessment of the effectiveness of the internal control over financial reporting using the criteria established by the Company considering the essential components of internal control 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 this assessment, Management is of the view that based on Supreme Court's interim orders and considering the inherent uncertainty in predicting the final outcome of the above litigations estimates the impact of potential liability to be Rs. 170 Lakhs.
20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans, guarantees given and investments made during the year under review in accordance with section 186 of the Companies Act, 2013 is annexed as Annexure - II to this report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure -III to this report.
22. RISK MANAGEMENT:
The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.
23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Pursuant to Section 1 77 of the Companies Act, 201 3 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatrisugars.com/Investors/Corporate Governance/Policies
24. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review. Further the Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
25. CORPORATE SOCIAL RESPONSIBILTY ("CSR"):
to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, read with schedule VII, The Board of Directors constituted Corporate Social Responsibility Committee at Board Meeting held on August 14, 2017. The details of the Committee are given in Corporate Governance Report (Annexure V). Since, the Company is having average losses in the immediately preceding three years, not required to spend any amount towards CSR. However, the Company has adopted Corporate Social Responsibility Policy. The CSR policy is available on the website of the Company www.gayatrisugars.com. The details on CSR policy and activities are annexed as Annexure-IV to this report.
26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
Demand of Rs. 1,38,81,669/- was raised by the Commissioner of Customs, Central Excise & Service Tax, Hyderabad-1 Commissionarate, being the amount equal to 10% or 5% of the value of Exempted goods i.e. Electricity sold by the company for the period Nov-2006 to Dec-2010 in the case of Kamareddy Unit of Rs. 58.53 Lakhs and for the period Mar-2006 to Mar-2012 in the case of Nizamsagar Unit of Rs. 80.29 Lakhs both put together Rs 138.82 Lakhs.
The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad has set aside the impugned order for Excise Duty demand of Rs. 58.53 Lakhs relating to Kamareddy Unit of the Company.
The Customs, Excise and Service Tax Appellate Tribunal, Regional Bench at Hyderabad yet to hear relating to Nizamsagar Unit Demand of Rs 80.29 Lakhs.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR
During the year the company had requested Preference Share Holders for waiver of the right to receive dividends till 31.03.2023 and the same was favourably considered by the Preference shareholders and approved. Based on the nature of the event the company has recognised the said waiver of Rs. 1671.27 Lakhs as an exceptional item.
The Term Loan from Sugar Development Fund has been restructured with effect from 20.05.2022 (i.e. date of issue of Administrative Approval) in the form of capitalisation of balance interest of Rs. 1,654.15 Lakhs accrued upto 20.05.2022 along with the principal amount of Rs. 1,991.60 Lakhs and waiver of additional interest in full. Considering the nature of the event the company has recognised the waiver of the additional interest of Rs. 914.23 lakhs as an exceptional item.
28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
The Company has initiated the process of raising funds of Rs. 4,150.00 Lakhs by way of issue of equity warrants on a preferential basis, to arrange the working capital requirements of the company and general corporate purpose. This will enable the company to have better cash flows and the Board of Directors of the company vide their meeting on 1 st May 2023 based on the request of Holders of 6% Optionally Convertible Redeemable Preference Shares i.e., T.S.R Holdings Private Limited and Gayatri Fin-Holdings Private Limited have approved the conversion of Preference Shares to Equity Shares and the same is subject to the Statutory Approvals. Out of the above offered warrants for raising of Rs. 4,150 lakhs, the subscribers have subscribed 3,38,00,000 warrants and the Company has received an amount of Rs. 1,132.50 lakhs including fully subscription of 38,33,333 warrants and the same be converted into equity shares. As per the in-principle approval received from BSE Limited, the Company has converted 1,10,00,000- 6% Optionally Convertible Redeemable Preference Shares into same number of equity shares. The Company has made an application for listing of the newly allotted equity shares.
The management of the company is of the view that these factors along with the fact that the company has made a profit during the year will help the company to improve its future operational and financial position.
Other than the mentioned above there were no material changes and commitments affecting the financial position of your 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.
29. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT :
During the period under review, there was no revision of financial statement or the Report
30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www.gayatrisugars.com/CorpPolicies.html
All the related party transactions by the Company during the year 2022-23 were on an arms' length basis and were in the ordinary course of business and as such the provisions of section 188 are not attracted. There are no materially significant Related Party Transactions with Promoters, Directors, Key Managerial Persons or other designated persons during the year.
The details of Related Party Transactions entered by the Company in the ordinary course of Business at arm's length basis are detailed in the notes forming part of the financial statements.
31. DEPOSIT:
During the year, your Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date. Further, the Company has received an amount of Rs. 1252.80 lakhs from Mrs. T Sarita Reddy Managing Director which is exempted from the definition of Deposit. The outstanding unsecured loan balances which were exempted from the definition of Deposit as on 31st March 2023 is Rs. 5,452.08 lakhs (including Term Loan from Sugar Development Fund).
32. DISCLOSURE ABOUT COST AUDIT:
As per section 148 of the Companies Act, 2013 and rule 14 of the Companies (Audit and Auditors) Rules, 2014, Company is required to appoint Cost Auditor. The Board of directors and the Audit Committee of the Board has approved the appointment of M/s. Narasimha Murthy & Co., as Cost Auditor to audit the cost records of Sugar, Power and Distillery division of the Company for the financial year 2023-24 and the remuneration payable to them for the Financial Year 2023-24 is subject to ratification by the shareholders of the Company.
Further as per section 148(1) of the Companies Act, 2013 read with Companies (Accounts) Amendment Rules, 2018, maintenance of cost records as specified by the Central Government under sub section (1) of the Companies Act, 201 3, is required by the Company and accordingly such accounts and records are made and maintained.
33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed as Annexure -V to this report. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.
34. PARTICULARS OF EMPLOYEES:
in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the
Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company. ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure - VI to this Report.
35. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where the Company's Shares are listed.
36. FRAUD REPORTING:
There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed there under, either to the Company or to the Central Government.
37. DEPOSITORY SYSTEM:
Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
38. SECRETARIAL STANDARDS:
Company has in place proper system to ensure compliance with provisions of the applicable Secretarial Standards issued by The Institute of Company Secretary of India and such system are adequate and operating effectively.
39. AWARDS AND ACCOLADES:
The company bagged the following Awards from South India Sugar Cane and Sugar Technologists Association (SISSTA) for the past years from 2012-13 onwards:
Year
|
Category
|
Award
|
2021-22
|
Best Sugar Cane Development
|
Golden Award
|
2021-22
|
Best Co-Generation (Kamareddy Unit)
|
Golden Award
|
2021-22
|
Best Technical Efficiency
|
Silver Award
|
2021-22
|
Best Distillery Performance
|
Silver Award
|
2021-22
|
Best Co-Generation (Nizamsagar Unit)
|
Silver Award
|
2018-19
|
Best Technical Efficiency
|
Platinum Award
|
2018-19
|
Best Sugar Cane Development
|
Platinum Award
|
2018-19
|
Best Co-Generation
|
Golden Award
|
2017-18
|
Best Cogeneration
|
Platinum Award
|
2017-18
|
Best Technical Efficiency
|
Golden Award
|
2015-16
|
Best Cogeneration
|
Platinum Award
|
2014-15
|
Best Cogeneration
|
Platinum Award
|
2014-15
|
Best Technical Efficiency
|
Silver Award
|
2014-15
|
Best Sugarcane Development
|
Silver Award
|
2012-13
|
Best Cogeneration
|
Platinum Award
|
2012-13
|
Best Sugarcane Development
|
Golden Award
|
2012-13
|
Best Technical Efficiency
|
Silver
|
40. Other Disclosures:
a. There are no proceedings initiated/pending against Your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
b. There were no instances where Your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
c. There were no failure instances occurred to implement corporate actions
d. No delay in holding the annual general meeting
e. The shares of the Company have been listed and traded on the BSE Limited. The securities of Company have not been suspended from trading on BSE Limited.
41. ACKNOWLEDGEMENTS:
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
For and on behalf of the Board of Directors
sd/- sd/-
(T. SARITA REDDY) (T.V. SANDEEP KUMAR REDDY)
Place: Hyderabad Managing Director Vice Chairman & Director
Date: August 07, 2023 DIN: 0001 7122 DIN: 00005573
|