To, The Members,
Your directors have pleasure in placing the 51st Director's Report along with the
Audited Statement of Accounts for the year ended on 31st March, 2024 .
Financial Performance
The Financial performance of the Company for the year ended 31st March 2024 are as
under:
(Rs. in Lakhs)
|
Standalone |
Consolidated |
|
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
Profit before nance costs, depreciation and amortization and other comprehensive
income |
7824 |
6105 |
7824 |
6105 |
Less: Finance costs |
1654 |
1385 |
1654 |
1385 |
Less: Depreciation and amortization expense |
2259 |
1587 |
2259 |
1587 |
Profit before tax |
3911 |
3133 |
3911 |
3133 |
Less: Tax expense |
1102 |
812 |
1102 |
812 |
Profit for the year |
2809 |
2321 |
2809 |
2321 |
Other comprehensive income (net of tax) |
(17) |
(28) |
(17) |
(28) |
Total comprehensive income for the year |
2792 |
2293 |
2792 |
2293 |
Earnings per equity share of Rs. 2/- each |
3.05 |
2.52 |
3.05 |
2.52 |
Our Financial Highlights
Dividend: -
The Board of Directors have not recommended dividend for the financial year ended 31st
March, 2024 in view of future deployment of funds for furtherance of business.
Performance of Segment: -
Sugar:
The company has crushed 135.93 Lacs quintals of cane and the Sugar sale was Rs.54757
lacs during the year under review as against Rs.49185 lacs during the previous financial
year. The other details are as under:
|
Year ended 31-03-2024 |
Year ended 31-03-2023 |
Gross Working days |
164 |
138 |
Total Cane Crushed (qtls.) |
13593416 |
1,10,18,947 |
Sugar Produced (qtls) |
1542969 |
11,91,250 |
Average Recovery |
11.30% |
10.87% |
Distillery:
During the year under report, Company Produced 121.80 Lacs BL of Recti ed Spirit and
116.33 Lacs BL of ethanol. The other details are as under:
|
Year ended 31-03-2024 |
Year ended 31-03-2023 |
Sales (Rs. in lacs) |
6148 |
4186 |
Sales( BL in lacs) |
89.51 |
87.00 |
Recovery Rate |
23.55 |
22.58 |
Country Liqour |
|
|
Production (In Lacs Cases) |
461859 |
479852 |
Sale(In Lacs Cases) |
464162 |
469704 |
Statutory Auditors
M/s. Mehrotra & Mehrotra., Chartered Accountants (FRN.), were appointed as the
Statutory Auditors of the company at the 49th AGM held on September 29, 2022 for a term of
5 (Five) consecutive years to hold the office from the conclusion of the 49th AGM till the
conclusion of 54th AGM after completing their terms of 5 years.
The Auditor's Report for the financial year ended March 31, 2024, does not contain any
qualification, reservation or adverse remark. The Notes on financial statements referred
to in the Auditors' Report are self-explanatory and do not call for any further comments.
The report is enclosed with the financial statements in this annual report.
Secretarial Auditors
Ms. Pragati Gupta, Practicing Company Secretaries were appointed as Secretarial
Auditors of the Company for the year 2023-24 as required under Section 204 of the
Companies Act, 2013 and Rules made there under. The Secretarial Audit report and Annual
Certificate on Compliance with the conditions of Corporate Governance Report for FY
2023-24 forms part of the Annual Report as annexd in Annexure-7 to this report and carries
no qualifications, reservations, adverse remarks or disclaimers, which is self-explanatory
and hence no explanations are required.
Cost Auditors
Your Board, as recommended by the Audit Committee, appointed M/s. Aman Malviya &
Company, Cost Accountant, Lucknow, as a Cost Auditor for Sugar and Industrial Alcohol
businesses for the financial year 2023-24. Pursuant to the provisions of Section 148 of
the Companies Act, 2013 and rules made thereunder, the Board on the recommendation of the
Audit Committee has re-appointed M/s. Aman Malviya & Associates Cost Accountants, as
Cost Auditors to conduct cost audits relating to sugar and industrial alcohol for the year
ended 31st March, 2025.
Cost Accountants have con rmed 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 March 31, 2023 did not contain any
qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the
year end March 31, 2024 shall be made available by the Cost Auditor on or before 30th
September, 2024.
Public Deposits
During the financial year ended March 31, 2024 the company has not accepted any public
deposits.
MSME RETURN
MCA vide order dated 22nd January, 2019 directed all companies, who get supplies of
goods or services from micro and small enterprises and whose payments to micro and small
enterprise suppliers exceed forty-five days during the year. The Company has led MSME
within prescribed time.
Listing Fees
The equity shares of the company are listed with the Bombay Stock Exchange Limited and
National Stock Exchange Limited and listing fees for FY 2023-24 had been duly paid.
Credit Rating
Infomerics Valuation and Rating Pvt Ltd, a credit rating agency has reaffirmed the
credit rating as IVRA-
Directors' Responsibility Statement
In pursuance of sub-section (5) of Section 134 of the Companies Act, 2013, in respect
of Directors' Responsibility Statement, the Board of Directors confirms:
(i) That in the preparation of the annual accounts for year ended on March 31, 2024,
the applicable accounting standard have been followed by the Company.
(ii) That the directors of the company have selected such accounting policies, applied
them consistently, made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of a airs of the Company at the end of the
financial year and of the profit of the Company for the year ended on that date.
(iii) That the directors of the Company have taken proper and sufficient care for the
maintenance of adequate accounting in accordance with provisions of the Companies Act,
2013, for safeguarding the assets of the company and for detecting fraud and other
irregularities; and
(iv) That the directors of the Company have prepared the annual accounts on a going
concern basis.
(v) That 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.
(vi) That 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.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
Audit Committee and Vigil Mechanism
Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of
the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 and
Regulation 22 of SEBI(LODR) Regulation 2015, your Company has already formed the Audit
Committee, composition of which is covered under Corporate Governance report section of
this Annual Report.
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in
terms of the Listing Agreement, includes appointment of a Whistle Officer who will look
into the matter, conduct detailed investigation and take appropriate disciplinary action.
The Company has formulated a vigil mechanism to provide appropriate avenues to the
Directors and employees to bring to the attention of the management their genuine concern
about behavior of employees, the details of which are incorporated in the report on the
corporate governance. Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Whistle Blower Officer or to the
Chairman of the Audit Committee. During the year under review, no employee was denied
access to Whistle Blower Officer or Audit Committee and no cases under this mechanism were
reported in the company and any of its subsidiary / associates.
The Policy on vigil mechanism and whistle blower policy has been uploaded on the
Company's website at the link:
https://www.kmsugar.com/polices-of-kmsml/#whistle-blower-policy-vigil-mechanism.
Anti-Sexual Harassment Policy
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee has been set up to redress complaints received on
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy. No complaint on sexual harassment was received during the period under
review.
Share Capital: -
The Paid-Up share equity Capital of the company as at March 31, 2024 is Rs.18.40
Crores. During the year under review the company has not issued shares or convertible
securities not granted stock option or sweat equity shares.
Annual Return
Pursant to the provisions of section 92(3) and 134(3) of the Act and Companies
(Management and Administration) Rules, 2014, the Annual Return of the company in Form No.
MGT-7 can be accessed on the website of the company at
https://www.kmsugar.com/other-compliances/#1685707454799-c109839a-8742
Internal Financial Controls
The Company has adequate internal financial controls 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. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
Risk Management
The Company aims to have a formalized and systematic approach for managing risks across
the Company. It encourages knowledge and experience sharing in order to increase
transparency on the key risks to the Company to the extent possible. This approach
increases risk awareness, and ensures proper management of risks as part of the daily
management activities.
The objective of the Company's risk management process is to support a structured and
consistent approach to identify, prioritize, manage, monitor and report on the principal
risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has introduced several initiatives for risk management including the
introduction of audit functions and processes to identify and create awareness of risks,
optimal risk mitigation and efficient management of internal control and assurance
activities.
Risk Management Policy as per regulation 21 of the SEBI Listing Regulations is
applicable on the top 1000 entity the basics of market capitalization, therefore the same
is not applicable on the company during the reporting period.
Corporate Social Responsibility
KMSML has adopted CSR since its inception. The activities are undertaken or supported
by the Company and also through trust engaged in promoting health care, preventive health
check-ups etc projects. The Company constituted a Corporate Social Responsibility (CSR)
Committee (for details please refer Corporate Governance Report) pursuant to the
requirement of Section 135(1) of Companies Act, 2013. The CSR policy of the Company,
inter-alia, the activities, composition and meetings of CSR committee, annual allocation
for CSR activities, area of CSR projects, criteria for selection of CSR, modalities of
execution / implementation of CSR activities and the monitoring mechanism of CSR
activities / projections. During the year under report, the Company spent Rs129.05 lacs
which is Excess CSR Expenditure available for Carry Forward for succeeding three years.
The Board approved CSR obligation was Rs. 89.05 lacs has been set o against the Excess CSR
Expenditure carried forward for FY 21-22. The Company has aligned CSR Policy in line with
the changes made effective from January 22, 2021 in Section 135 of the Companies Act, 2013
and the Companies (CSR Policy) Rules, 2014. A detailed Annual Report on CSR Activities
undertaken by the company during the reporting period as prescribed under Companies(
Corporate Social Responsibility) Amendment Rules, 2021 is annexed herewith in
Annexure-3.
Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo
Information relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure -1.
Research and Development
The details relating to Research and Development activities carried out by the company
during the year are stated in annexure to this report.
Foreign currency risk and Commodity price risk
Foreign currency risk is the risk that the fair value or future cash flows of an
exposure will fluctuate because of changes in foreign exchange rates. The Company's
exposure to the risk of changes in foreign exchange rates relates primarily to the
Company's foreign currency denominated borrowings. This foreign currency risk is covered
by using foreign exchange forward contracts and currency swap contracts. The company does
not have substantial transactions during the year in foreign currency so the company does
not have such kind of risk.
Sugar industry being cyclical in nature, realizations get adversely affected during
downturn. Higher cane price or higher production than the demand ultimately affects
profitability. The Company has mitigated this risk by well integrated business model by
diversifying into co-generation and distillation, thereby utilizing the by-products.
Particulars of Employees
The disclosure as required under the provisions of Section 197 (12) of the Companies
Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of the employees of the Company has been
given in Annexure-8 and forms part of this Report.
Corporate Governance
As required under Regulation 34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulation, 2015, a separate section on Corporate Governance forming part of
the Directors' Report and the certificate from Practicing Company Secretary, CS Pragati
Gupta, confirming the compliance of the conditions on Corporate Governance is attached as
Annexure-4 to this report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the business and operations of the
company is attached to this Annual report.
Industrial Relation
The industrial relations have been cordial at all plants of the Company during the
year.
Subsidiary Company
Your Company has a wholly owned subsidiary company viz. M/s. KM Spirits and Allied
Industries Limited incorporated on 23-02-2018 to manufacture of all types of spirits. Your
Company had made a total investment of Rs. 5.00 Lacs in the Company. However the said
subsidiary is yet to commence the operations. In terms of proviso to section 139(3) of the
Companies Act, 2013, the salient features of the financial statements of the subsidiary is
set out in the prescribed form (AOC-1) under Rule-5 of the Companies (Accounts) Rules,2014
as Annexure-5. Your Company's Policy for determination of a material subsidiary, as
adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be
accessed on your Company's website at
https://www.kmsugar.com/polices-of-kmsml/#policy-for-determining-material-subsidiary. The
Company does not have any material subsidiary. The Minutes of Board Meetings of the
subsidiary companies and details of significant transactions & arrangements entered
into by them are placed before the Board of Directors of the Company. The annual financial
statements of the subsidiary companies are reviewed by the Audit Committee of the Company.
Performance review reports of subsidiaries are also placed before the Board of Directors
of the Company on a half-yearly basis Pursuant to the provisions of section 136 of the
Act, the financial statements of the Company including the consolidated financial
statements along with relevant documents and separate audited accounts in respect of
subsidiary, are available on the website of the Company. The Company will make available
the annual report of subsidiary Company upon request by any shareholder of the Company
interested in obtaining the same.
Consolidated Financial Statement
In accordance with the provisions of the act and listing regulations read with Ind
AS-110-consolidated financial statement, Ind AS-28-investments in associates and joint
ventures and Ind As-31-interests in joint ventures, the Company has prepared consolidated
financial statement for the year ended at March 31, 2024.
Pursuant to the provisions of section 136 of the Act, the financial statements of the
Company including the consolidated financial statements along with relevant documents and
separate audited accounts in respect of subsidiary, are available on the website of the
Company. The Company will make available the annual report of subsidiary Company upon
request by any shareholder of the Company interested in obtaining the same.
Number of Meetings of the Board
The Board met four times during the financial year, the details of which are given in
the Corporate Governance Report that forms part of this Annual Report as Annexure-2. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.
Policy On Directors' Appointment And Remuneration Including Criteria For Determining
Qualifications, Positive Attributes, Independence Of A Director, Key Managerial Personnel
And Other Employees.
The Company seeks to maintain an appropriate mix of executive and independent directors
in order to maintain the independence of the Board and segregate the functions of
governance and management. The Board consists of professionally qualified individuals from
diverse backgrounds with wide experience in business, education, finance and public
service. As at year end, the Board consists of 9 directors, one of whom is executive
Chairman, one is Managing Director, one is Joint Managing Director, one Executive Director
and five are Independent directors including one women director. Your Company, in
compliance with section 178(1) of the Companies Act, 2013 read with The Companies (Meeting
of Board and its Powers) Rules, 2014, has duly constituted a Nomination and Remuneration
Committee. This committee is chaired by an independent director and formulates the
criteria for determining qualifications, positive attributes, independence of a director
and other matters.
Appointment and the remuneration of Board members, key managerial personnel or one
level below the Board level is fixed on the basis of the recommendation of the Nomination
and Remuneration Committee made to the Board, which may accept them, with or without
modifications. The Company affirms that there has been no change in this policy and that
the remuneration paid to directors is as per the terms laid out in this policy.
Policy on Directors appointment and remuneration is available on company's website at
https://www.kmsugar.com/polices-of-kmsml/#policy-on-selection-remuneration-of-directors-kmp-and-other-employees
Disclosures pursuant to the requirements of section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been
made in Annexure-8 of this Board Report
Induction & Changes in Directors
Shri Lakshmi Kant Jhunjhunwala, Shri Aditya Jhunjhunwala, Shri Sanjay Jhunjhunwala and
Shri Subhash Chandra Agarwal are the whole-time directors designated as Chairman, Managing
Director, Joint Managing Director & Executive Director cum C.E.O.
Shri S.K. Gupta, Smt. Madhu Mathur, Shri Sushil Solomon, Shri Bibhas Kumar Srivastav
and Shri Baskshi Ram Yadav are the Non-Executive Independent Directors of the Company.
Smt. Archna Agarwal and Shri Narendra Mohan was appointed as Additional Independent
Director (Non-Executive) in the Board meeting of the company held on 21st May, 2024 and
29th June, 2024 respectively. The Board has also recommended the appointment of Shri.
Sushil Solomon for the second term of five consecutive year in the Board meeting held on
21st May, 2024.
At the ensuing Annual General Meeting Shri Sanjay Jhunjhunwala and Shri S.C Agarwal,
Directors of the Company, retire by rotation u/s 152 of the Companies Act, 2013 and being
eligible, offered themselves for re-appointment at the ensuing Annual General Meeting. The
appointment of Shri. Sushil Solomon, as an Independent Non-Executive Director was approved
by members at the Annual General Meeting held on 20-08-2019 for a period of five years
w.e.f. 06-08-2019. Accordingly, after having been recommended by the Nomination &
Remuneration Committee of the Company, the Board has recommended for his appointment in
the Board meeting held on 21-05-2024 for second term of 5 (five) years w.e.f. 06th
August,2024. Appropriate resolutions seeking your approval for the said appointments are
appearing in the Notice convening the 51st AGM of the Company.
The appointment of Smt. Archna Agarwal and Shri Narendra Mohan was approved as
Additional Independent Director(Non- Executive) in the Board meeting of the company held
on 21st May, 2024 and 29th June, 2024 respectively. Accordingly, after having been
recommended by the Nomination & Remuneration Committee of the Company and the Board,
the appointment of Smt. Archna Agarwal and Narendra Mohan as an Independent Director Non-
Executive for a period of 5 (five) years is proposed in the 51st AGM of the company w.e.f.
21st May,2024 and 29th June, 2024 repectively. Appropriate resolutions seeking your
approval for the said appointments are appearing in the Notice convening the 51st AGM of
the Company.
Attributes, Qualifications & Independence of Directors and their Appointment
The Nomination and Remuneration Committee, adopted the criteria for determining
qualifications, positive attributes and independence of Directors, including Independent
Directors, pursuant to the Act and the Rules thereunder. The Corporate Governance Policy,
inter alia, requires that Non-Executive Directors be drawn from amongst eminent
professionals, with experience in business/finance/law/ public administration and
enterprises. The Board Diversity Policy of your Company requires the Board to have balance
of skills, experience and diversity of perspectives appropriate to the Company. The
skills, expertise and competencies of the Directors as identified by the Board along with
the names of directors who have such skills / expertise / competence, are provided in the
Report on Corporate Governance forming part of the Report and Accounts. The Articles of
Association of your Company provide that the strength of the Board shall not be fewer than
three nor more than fifteen. Directors are appointed/reappointed with the approval of the
Members for a period of three to five years or a shorter duration, in accordance with
retirement guidelines and as may be determined by the Board from time to time. All
Directors, other than Independent Directors and Managing Director are liable to retire by
rotation, unless otherwise approved by the Members. One-third of the Directors who are
liable to retire by rotation, retire every year and are eligible for re-appointment.
Details of the Company's Policy on remuneration of Directors, Key Managerial Personnel
and other employees is provided in the Report on Corporate Governance forming part of the
Report and Accounts.
Declaration by Independent Directors
As per the requirement of section 149(7), the Company has received a declaration from
every Independent Director that he or she meets the criteria of independence as laid down
under section 149(6) read with rule 5 of the Companies (Appointment and Qualification of
Directors) Rule, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Independent Directors of your Company have confirmed
that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act
and Regulation 16 of the Listing Regulations 2015, (b) they are not aware of any
circumstance or situation, which could impair or impact their ability to discharge duties
with an objective independent judgement and without any external influence and (c) they
have registered their names in the Independent Directors' Databank. Further, in the
opinion of the Board, the Independent Directors fulfill the conditions prescribed under
the Listing Regulations 2015 and are independent of the management of the Company. The
Independent Directors met once that is on 30th May, 2023. The Meeting was conducted
without the presence of the Chairman, Executive Directors and any other Managerial
Personnel.
Annual Performance Evaluation
Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with
Regulation 17 of the listing regulations, the Nomination and Remuneration Committee, as
reported in earlier years, formulated the Policy on Board evaluation, evaluation of Board
Committees' functioning and individual Director evaluation, and also specified that such
evaluation will be done by the Board, pursuant to the Act and the Rules thereunder and the
Listing Regulations 2015. In keeping with Company's belief that it is the collective
effectiveness of the Board that impacts Company's performance, the primary evaluation
platform is that of collective performance of the Board as a whole. Board performance is
assessed against the role and responsibilities of the Board as provided in the Act and the
Listing Regulations 2015 read with the Company's Governance Policy. The Nomination and
Remuneration Committee has devised a criteria for evaluation of the performance of the
Directors including the Independent Directors by preparing a structured questionnaire
after taking into consideration inputs received from the Directors, covering various
aspects of the Board's functioning, attendance, acquaintance with business, communication
inter se between board members, effective participation, domain knowledge, compliance with
code of conduct, vision and strategy, etc., which is in compliance with applicable laws,
regulations and guidelines. Evaluation of functioning of Board Committees is based on
discussions amongst Committee members and shared by the respective Committee Chairman with
the Chairman of the Nomination and Remuneration Committee, who in turn shared the
consolidated report with Chairman of the Board for his review and giving feedback to each
Director. A separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgement, safeguarding the interest
of the Company etc. The performance evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of the Chairman and the
Non-Independent Directors were carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process. Reports on functioning of
Committees were placed before the Board by the Committee Chairman. The Independent
Directors Committee of the Board also reviewed the performance of the non-Independent
Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the
Listing Regulations 2015.
Committees of the Board
Currently, the Board has 5 committees. The Board reconstituted its committees in the
Board meeting held on 21st May, 2024. A detailed note on the Board and its committees is
provided in the Corporate Governance Report section of this Annual Report. The composition
of the committees/ reconstituted committees and compliances, as per applicable provisions
of the Act and Rules, are as follows:
Name of the committee |
Composition of the committee* |
|
Highlights of duties, responsibilities and activities |
Audit committee |
Shri S.K Gupta- Chairman |
|
All recommendations made by the committee during the year were accepted by the Board. |
|
Shri. Bibhas Kumar Srivastav- Member |
|
The Company has adopted the Whistle Blower Mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud. |
|
Shri Sanjay Jhunjhunwala-Member |
|
|
|
Shri Subhash Chandra Agarwal-Member* |
|
|
|
Shri Sushil Solomon- Member* |
|
The Company has formed the Related Party Transaction Policy. |
Nomination and remuneration committee |
Shri S.K Gupta-Chairman |
|
The Committee oversees and administers executive compensation. |
|
Smt. Madhu Mathur-Member |
|
All recommendations made by the committee during the year were accepted by the Board. |
|
Shri Sushil Solomon-Member |
|
|
|
Shri Bakshi Ram-Member* |
|
|
|
Shri Archana Agarwal- Member* |
|
|
Stakeholders relationship committee |
Shri S.K Gupta-Chairman |
|
The Committee reviews and ensures redresses of investor grievances. |
|
Smt. Madhu Mathur-Member |
|
The committee noted that the grievances of the investors reported during the year, if
any. |
|
Shri Aditya Jhunjhunwala-Member |
|
|
|
Shri Bakshi Ram -Chairman* |
|
|
|
Shri Archana Agarwal- Member* |
|
|
|
Shri Sanjay Jhunjhunwala-Member* |
|
|
Corporate social responsibility committee |
Shri L.K Jhunjhunwala-Chairman |
|
The Board as laid down the Company's policy on Corporate Social Responsibility (CSR). |
|
Shri Sanjay Jhunjhunwala-Member |
|
The CSR policy is uploaded on Company website, www.kmsugar.com |
|
Shri Sushil Solomon-Member |
|
|
Finance Committee |
Shri Aditya Jhunjhunwala-Chairman |
|
The committee review's the Company's proposed capital budget |
|
Shri Subhash Chandra Agarwal-Member |
|
The committee review's Company's Finances, Investments, requirement of fund and
liaisoning with Bankers with the power to approve the new limits of the company as
sanctioned by Bankers of the company etc. |
|
Shri S.K. Gupta-Member |
|
|
|
Shri. Bibhas Kumar Srivastav-Member* |
|
|
*Audit committee has been reconstituted w.e.f 21-05-2024 as follows: -
Shri Bibhas Kr. Srivastava has been appointed as chairman of the committee Shri Sanjay
Jhunjhunwala has been replaced with Shri Subhas Chand Agarwal Shri S.K Gupta has been
replaced with Shri Sushil Solomon
* Nomination and remuneration committee has been reconstituted w.e.f 21-05-2024 as
follows: -
Shri Sushil Solomon has been appointed as chairman of the committee Smt Madhu Mathur
has been replaced with Smt Archna Agarwal Shri S.K Gupta has been replaced with Shri
Bakshi Ram Yadav
* Stakeholders relationship committee has been reconstituted w.e.f 21-05-2024 as
follows: -
Shri Bakshi Ram Yadav has been appointed as chairman of the committee in place of Shri
S.K Gupta Smt Madhu Mathur has been replaced with Smt Archna Agarwal Shri Aditya
Jhunjhunwala has been replaced with Shri Sanjay Jhunjhunwala
* Finance Committee has been reconstituted w.e.f 21-05-2024 as follows: -
Shri S.K Gupta has been replaced with Shri Bibhas Kr. Srivastava
Particulars of Loans, Guarantee or Investments
As per the requirement of section 186(4) of Companies Act, 2013, particulars of loans
given, investments made, guarantees given or securities provided along with the purpose
for which the loan or guarantee or security is proposed to be utilized by the recipient
are provided in the note number 38.8(c) to the financial statements. The Company is in
compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read
with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.
The Members have approved the limits under section 186(3) of Companies Act, 2013 read
with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014, (i) to the
extent of Rs. 400.00 Cr or (ii) 60% of the aggregate of the paid-up share capital and free
reserves and securities premium account or (iii) 100% of its free reserves and securities
premium account, whichever is higher.
Particulars of contracts or arrangements with Related Party
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to
be reported in Form No. AOC-2 at Annexure 6, in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.Transaction
with the related party entered by the company in the normal course of business are
periodically placed before the Audit Committee for its omnibus approval.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is put up on the Company's website and can be
accessed at https://
www.kmsugar.com/polices-of-kmsml/#policy-on-related-party-transaction-pursuant-to-regulations-23-of-sebi.
There were no materially significant related party transactions which could have potential
conflict with interest of the Company at large.
The disclosures as required under Part A of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are provided in accordance with Ind AS 24
in the note number 38.8(c) to standalone and consolidated financial statements.
Key Financial Ratios
Key Financial Ratios for the financial year ended 31st March, 2024 along with details
of significant changes (i.e. change of 25% or more as compared to the immediately previous
financial year) in key financial ratios, and the detailed explanations, are provided in
the Management Discussion and Analysis Report forming part of this report.
Acknowledgement
Yours Directors place on record their acknowledgement and sincere appreciation of all
the bankers and financial institutions for their continued assistance. They further
appreciate and acknowledge with gratitude the co-operation and assistance received from
all executives, staff and workmen of the Company.
|
For and on behalf of the Board |
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of K. M. Sugar Mills Ltd. |
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-Sd/- |
|
L. K. Jhunjhunwala |
Date: 29.06.2024 |
Chairman |
Place: Lucknow |
Din: 01854647 |