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Annual Report 2017-18

25thANNUAL REPORT

2017-2018


Notice

Director’s Report

Corporate Governance Report

Management Discussion And

Analysis Report

Extract Of Annual Return

CEO/CFO Certification

Auditor’s Report

Balance Sheet

Profit & Loss A/C

Notes To Balance Sheet

Significant Accounting Policies

And Other Notes

Cash Flow Statement

Proxy Form & Attendance Slip

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BOARD OF DIRECTORS

Mr. Sandeep Singh

Mr. Gurkirpal Singh Bedi

Mr. Yogesh Jain

Mrs.Satinder Kaur Bedi

COMPANY SECRETARY

Ms.Rangoli Aggarwal

STATUTORY AUDITORS

M/s K.D & Associates

Chartered Accountant

Chandigarh

SECRTARIAL AUDITORS

M/s A. Arora & Company

Company Secretaries

Chandigarh

COST AUDITORS

M/s Khushwinder Kumar & Co.,

Cost Accountants

Jalandhar

REGISTERED OFFICE & WORKS

Village Banondi, P.O. Shahzadpur,

Tehsil Naraingarh, Distt. Ambala(Haryana)

REGISTRAR AND SHARE TRANSFER AGENT

M/s Alankit Assignments Limited

Alantit House 4E/2

Jhandewalan Extension, New Delhi-110055.


NOTICE is hereby given that the 25th Annual General Meeting of the company is to be held on Friday, the 28th September, 2018 at 11.30 a.m. at the registered office of the company at Village Banondi, PO; Shahzadpur, Teh. Naraingarh, Distt. Ambala to transact the following business(s):

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2018 and the Profit & Loss Account for the period ended at that date alongwith the Director's and Auditor's report thereon.

2. To appoint a Director in place of Mr. Sandeep Singh(Din No: 07275838)who retires by rotation and being eligible offers himself for reappointment.

3. To consider and if thought fit to pass with or without modification the following resolution as an ordinary resolution:

To ratify the appointment of Statutory Auditors and fix their remuneration

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the recommendation made by the Audit Committee and the Board of Directors and pursuant to the approval of the members at the twenty fifth Annual General Meeting, the company hereby ratifies the appointment of M/s. K.D.& Associates, Chartered Accountants(FRN No. 024293N), as Statutory Auditors of the company, to hold office until the conclusion of the Annual General Meeting to be held in the year 2022 at a remuneration to be determined by the Board of Directors of the company in addition to out of pocket expenses as may b incurred by them during the course of the audit.”

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary resolution:

To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2019.

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the cost auditors appointed by the Board of Directors of the company to conduct the audit of cost records of the company for the financial year ending 31st March, 2019, be paid the remuneration as set out in the Statement annexed to the notice convening this Meeting.

“ FURTHER RESOLVED THAT the Board of Directors of the company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”

NOTICE

BY ORDER OF THE BOARDFOR NARAINGARH SUGAR MILLS LTD

sd/-Sandeep Singh

Whole Time DIRECTORDate: 14/08/2018Place: Chandigarh

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1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need not be a member of the company. The Proxies in order to be effective be deposited at the registered office of the company not less than 48 hrs before the commencement of the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than ten per cent of the total share capital of the company carrying voting rights. A member holding more than ten per cent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the company a certified copy of the Board resolution authorising their representatives to attend and vote on their behalf at the Meeting.

3. Brief resume of Directors including those proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under clause 49 of the Listing agreement with the Stock exchanges are annexed herewith.

4. A statement pursuant to Section 102(1) of the Companies Act 2013, relating to the special business to be transacted at the meeting is annexed hereto.

5. A member or Proxy should bring the duly filled attendance slip along with their copy of Annual report to the meeting. The attendance slip shall be deposited at the entrance of the meeting hall.

6. In case of Joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

7. Pursuant to the provision of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the company is pleased to offer e-voting to the members to cast their votes electronically on all resolutions set forth in the Notice convening the 25th Annual General Meeting of the company to be held on Friday, the 28th September, 2018 at 11.30 a.m. at Registered Office of the company. The company has engaged the services of Central Securities Depository Limited (CDSL) to provide e-voting facility. The e-voting facility is available at the link: www.evotingindia.com

These details and instructions form an integral part of the notice convening the 25th Annual General Meeting of the company to be held on Wednesday, the 28th September, 2018

Members are requested to follow the instructions below to cast their vote electronically:-

(i) The voting period begins on Tuesday 25th September 2018 at 9:00 am and ends on Thursday 27th September 2018 at 5:00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday 21st September 2018 may cast their vote electronically.The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on Shareholders.


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(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP IDfollowed by 8 Digits Client ID,

c. Members holding sharesin Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an earlier

voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 d ig its of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

PAN

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company recordsin order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

Dividend BankDetails OR Dateof Birth (DOB)

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for


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voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.

8. GENERAL INSTRUCTIONS FOR E-VOTING

(i) The e-voting period commences on Tuesday 25th September 2018 at 9:00 am and ends on Thursday 27th September 2018 at 5:00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday 21st September 2018 may cast their vote electronically.The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date (record date) of Friday 21st September 2018

(iii) You are advised to cast your vote only through one mode (E-voting or at the AGM). In case you cast your votes through both the modes, votes cast through E-voting shall only be considered and votes cast at the AGM would be rejected

(iv) Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary (Membership No. FCS5870) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(v) The Scrutinizer shall, within a period of not exceeding 48 hours from the conclusion of the Annual General Meeting, unblock the votes in the presence of at least two witnesses, not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.

(vi) The results declared along with the Scrutinizer’s Report shall be placed on the CDSL website www.evotingindia.com within three working days of the passing of the resolutions at the 25th AGM of the Company on September 28, 2018 and also communicated to BSE Ltd. (BSE).

9. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered office of the company on all working days, except Saturdays, during business hours upto the date of the meeting.

10. The company has notified closure of Register of members and Share transfer books from Saturday, the 22nd September 2018 to Friday, the 28th September, 2018 (both days inclusive)

11. Members holding shares in electronic form are requested to intimate immediately any change in their address to

their Depository Participants with whom, they are maintaining their demat accounts. Members holding shares in


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physical form are requested to advise any change in their address immediately to the Registrars and Share

Transfer agents M/s Alankit Assignments Limited, Alankit House, 4E/2 , Jhandelwala Extension, New Delhi –

110055.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number

(PAN) by every participant in securities market. Members holding shares in electronic form, are therefore,

requested to submit their PAN to their Depository Participants with whom they are maintaining their demat

accounts. Members holding shares in physical form can submit their PAN to the company or directly to Alankit

Assignments Limited.

13. Members holding shares in Single name and physical form are advised to make nomination in respect of their

shareholding in the company. The nomination form is annexed herewith the notice and is available from the

company/Alankit Assignments Limited.

14. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order

of names are requested to send the share certificates to Alankit Assignments Limited for consolidation into single

folio.

15. Members who have not registered their email addresses so far are requested to register their email address for

receiving all communication including Annual report, Notices, circulars etc from the company electronically.

16. The members desirous of obtaining any information concerning the accounts and the operations of the company

are requested to send their queries to the company atleast seven days before the date of meeting so as to enable

the company to make available the desired information at the meeting.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following statements set out all material facts relating to Special Business mentioned in the accompanying notice:

Item No. 4

The Board, on the recommendations of the Audit Committee, has approved the appointment and remuneration of the

Cost Auditors to conduct the audit of the cost records of the company for the financial year ending 31st March, 2019 as

per the following details:


Sl. No. Name of the Cost Auditor Industry Audit fees

Khushwinder Kumar & Co.,Cost Accountants

Sugar Rs. 45000/-01

In accordance with the provisions of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

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Accordingly, consent of the members is sought for passing an Ordinary resolution as set out in Item no. 4 of the notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2019.

None of the Directors/Key Managerial Personnel of the company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in Item no. 4 of the Notice.

The Board recommends the ordinary resolution set out at Item no.4 of the Notice for approval by the shareholders as ordinary resolution.


sd/-Sandeep Singh

Whole Time DIRECTOR

Date: 14/08/2018Place: Chandigarh


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To

The Shareholders ofNaraingarh Sugar Mills LimitedNaraingarh

Your Directors are pleased to present the 25th Annual report of your company alongwith audited annual accounts of the company for the period ended 31st March, 2018.

OPERATIONS & FINANCIAL RESULTS

Income from operations

Net sales/income from operations

Other operating Income

Other Income

Total income

Total expenses (excluding Depreciation and Finance costs)

EBIDTA

Depreciation

Finance costs

Profit / (Loss) from ordinary activities after finance costs but before

exceptional items

Other Comprehensive Income/(Loss)

Profit / (Loss) from ordinary activities before tax

Tax expense

Net Profit / (Loss) from ordinary activities

17188.23

43.76

13.60

17245.59

18149.32

(903.73)

547.75

799.53

(2251.01)

(3.69)

(2254.70)

(1142.28)

(1112.42)

18800.12

76.00

18.86

18894.98

17295.40

1599.58

196.53

284.15

1118.90

(15.04)

1103.86

86.14

1017.72

* Figures for the year ended 31st March, 2017 have been reported as per Ind-AS.

It is informed that during the current financial year the company achieved a total income of Rs. 17245.59 Lac which is approximately 8.73% lower than the previous year figure of Rs 18894.98 Lac. The company had a net loss after tax of Rs. 1112.42 Lac compared to net profit after tax of Rs. 1017.72 Lac during last financial year. The comparative figures of Cane crushed and recovery during the current season and last season are given hereunder:-

Year ended

31st March

2017 *

Year ended

31st March

2018


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Particulars

Cane Crushed(MT)

Recovery (%)

Production(MT)

2017-18

668540

10.37

69327.60

2016-17

492868

10.53

51902

Future Plans

We have set-up 25 MW Co-generation Power Plant in our Sugar Mill, the project cost was Rs. 116 Crores out of which IREDA (Indian Renewable Energy Development Limited) had financed Rs. 103.39 Crores. The loan was disbursed by IREDA only after signing the PPA with HPPC (Haryana Power Purchase Centre). We have commissioned our 25 MW Cogen Power Plant on 29th December 2017. We have exported around 3.46 Crores KWh (Units) till 31st March, 2018.. Besides, the company is also in the process to enhance the crushing capacity of the mill to 5500 TCD from the existing 4000 TCD as per the proposed plans of the company.

The proposed integrated project shall improve the quality of sugar for meeting the national and international standards while operating at optimum levels, thereby reducing the manufacturing costs and shall also provide raw material for cogen power plant in the form of Bagasse. In other words, this expansion and modernization program shall lend a new lease of life to the sugar factory.Your Board hopes to improve in the years to come in the way of above mentioned modernization cum expansion project of the company.

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Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a system has been put in place to carry out performance evaluation of the Board, its Committees and individual Directors.Criteria for performance evaluation is covered in the Corporate Governance Report

Directors to retire by rotation

In terms of Articles of association of the company, Mr. Sandeep Singh shall retire by rotation and being eligible offersherself for re-appointment at the ensuing annual general meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Following is the Directors’ Responsibility Statement as required under section 134(4) of the Companies Act, 2013, in respect of the Financial Statements, the directors confirm : a) in the preparation of Annual Accounts for the financial year ended 31st March, 2018, the applicable

accounting standards have been followed; b) in the selection of accounting policies, consulted the Statutory Auditors 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 as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for maintenance of adequate accounting records in acordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

d) the Annual Accounts have been prepared on a going concern basis; e) internal financial controls to be followed by the Company have been laid down, which are adequate and

operating effectively; f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such

systems are adequate and operating effectively.The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and perating effectively

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

Remuneration to Executive Directors:The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

This Nomination, Remuneration and Evaluation Policy (the “Policy”) applies to the Board of Directors (the “Board”) of NARAINGARH SUGAR MILLS LIMITED (the “Company”).

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This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto. The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors and officials as may be prescribed. The Company aims to achieve a balance of merit, experience and skills amongst its Directors and Senior Management.

1. Accountabilities

1.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

1.2 The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

2.1. reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, with the objective to diversify the Board;

2.2. recommending to the Board on the selection of individuals nominated for directorship;2.3. making recommendations to the Board on the remuneration payable to the Directors so appointed/reappointed;2.4. assessing the independence of independent directors;2.5 such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of

the Companies Act, 2013 and Rules there under.2.6 to make recommendations to the Board concerning any matters relating to the continuation in office of any

Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract

2.7 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent. b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.d) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) C hairman of the Committee shall be an Independent Director.b) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one

amongst them to act as Chairman.c) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General

Meeting or may nominate some other member to answer the shareholders’ queries.

COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.


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b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of directors and at other senior positions in management are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:• assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills,

regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

• the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

• the skills and experience that the appointee brings to the role of a director and how an appointee will enhance the skill sets and experience of the Board as a whole;

• the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee’s ability to exercise independent judgment;

4.2 Personal specifications:

• Degree holder in relevant disciplines;

• Experience of management in a diverse organization;• Excellent interpersonal, communication and representational skills;• Demonstrable leadership skills;• Commitment to high standards of ethics, personal integrity and probity;• Commitment to the promotion of equal opportunities, community cohesion andhealth and safety in the

workplace;• Having continuous professional development to refresh knowledge and skills.

5. Remuneration of Directors

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors. The Directors’ salary shall be based & determined on the individual person’s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

The Committee consults with the Chairman of the Board as it deems appropriate.

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(i) Remuneration:

a) Base Compensation (fixed salaries) Must be competitive and reflective of the individual’s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices

b) Variable salary: The Nomination and Remuneration Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act. The Company with the approval of the Shareholders and Central Government may authorise the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V. The Company may with the approval of the shareholders authorise the payment of remuneration upto five percent of the net profits of the Company to its anyone Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official. The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case. The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013

6. Independent Directors

6.1. The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members.

The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

6.2. The remuneration payable to the Directors shall be as per the Company’s policy and shall be valued as per the Income Tax Rules.

7. Evaluation/ Assessment of Directors of the Company –

The evaluation/assessment of the Directors of the Company is to be conducted usually on an annual basis. The following criteria may assist in determining how effective the performances of the Directors have been:

• Leadership & stewardship abilities• contributing to clearly define corporate objectives & plans• Communication of expectations & concerns clearly with subordinates• obtain adequate, relevant & timely information from external sources.

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• regular monitoring of corporate results against projections• identify, monitor & mitigate significant corporate risks• assess policies, structures & procedures• direct, monitor & evaluate senior officials• review management’s succession plan• effective meetings

Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors. The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

Personal Specification for Directors

1. Qualification - Degree holder in relevant disciplines (e.g. management, accountancy, legal); or - Recognized specialist

2. Experience - Experience of management in a diverse organisation - Experience in accounting and finance, administration, corporate and strategic planning or fund management - Demonstrable ability to work effectively with a Board of Directors

3. Skills - Excellent interpersonal, communication and representational skills - Demonstrable leadership skills - Extensive team building and management skills - Strong influencing and negotiating skills - Having continuous professional development to refresh knowledge and skill.

4. Abilities and Attributes - Commitment to high standards of ethics, personal integrity and probity - Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace

5. Political inclinations and opinions.

AUDITORSSTATUTORY AUDITORSM/s KD & Associates, Chartered Accountants (FRN No. 024293N) to hold office from the conclusion of this Annual General Meeting ('AGM'), until the conclusion of the fifth consecutive AGM of the Company to be held in year 2022 (subject to ratification of the appointment by the Members at every AGM), at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit

As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s KD & Associates, Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Members are requested to appoint the Statutory Auditors as aforesaid and fix their remuneration.The Auditors’ Report does not contain any qualification, reservation or adverse remark.

COST AUDITORSM/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar were appointed as Cost Auditors for the financial year ended 31st March, 2019. Their report shall be submitted to the Department of Company Affairs, Government of India in accordance with the requirements of law.

SECRETARIAL AUDITORSPursuant to the provisions of section 204 of the Companies Act,2013 and the Companies (Appointment and


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Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A. Arora & Co, Company Secretary

(Certificate of Practice Number: 993) to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure A, a Secretarial Audit Report given by the Secretarial Auditor.

1. The official website is now active.2. The company is in the process of taking corrective measures.3. The company is in the process of taking corrective measures .

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES AC,2013For the financial year ended 31st March,2018, the company has transferred Rupees 566.87 lac from general reserves.

DIVIDENDKeeping in view the financial constraints of the company, your directors have decided not to recommend any dividend for the year under review.

LOANS, GUARANTEES AND INVESTMENTSThe Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2018:

SN Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction

1. 20.11.2014 SECURED RDEEMABLE NON CONVERTIBLE DEBENTURES OF IFCI LTD.

2,00,000/-

RELATED PARTY TRANSACTIONSAll related party transactions entered during the year were in Ordinary course of business and on Arm’s Length basis. Further all the necessary details of transactions entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information.(Annexure: B).

PUBLIC DEPOSITSThe company has not invited any public deposits under section 58A, 58AA of the Companies Act, 1956 during the financial year under review.

HUMAN RELATIONSThe Directors wish to place on record their appreciation of the earnest efforts and contributions made by employees at all level for the smooth operation of the company.

INTERNAL FINANCIAL CONTROLSYour Company has in place, adequate internal financialcontrols with reference to financial statements, commensuratewith the size, scale and complexity of its operations. Duringthe year, such controls were tested and no reportable materialweaknesses in the design or operation were observed.GOVERNANCECorporate GovernanceYour Company has a rich legacy of ethical governance practicesmany of which were implemented by the Company, even beforethey were mandated by law. Your Company is committed totransparency in all its dealings and places high

14




sd/-Sandeep Singh

Whole Time DIRECTOR

emphasis onbusiness ethics. A Report on Corporate Governance alongwith a Certificate from the Statutory Auditors of the Companyregarding compliance with the conditions of CorporateGovernance as stipulated under Clause 49 of the ListingAgreement form part of this Annual Report.

Vigil MechanismThe Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the Listing Agreement isimplemented through the Company’s Whistle Blower Policyto enable the Directors and employees of the Company toreport genuine concerns, to provide for adequate safeguardsagainst victimisation of persons who use such mechanism andmake provision for direct access to the Chairman of the AuditCommittee.

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

As a responsible corporate citizen, the Company has always strived to maintain the highest standards of social responsibility, governance, safety and environmental performance. Pursuant to Section 135 of The Companies Act, 2013, your Directors have constituted Corporate Social Responsibility Committee (CSR) with three Directors, namely, Mr.Yogesh Jain, Non Executive Independent Director as Chairman, Mr. Sandeep Singh Whole Time Director, and Mrs. Satinder Kaur Bedi Non Executive Independent Director, as Members. It will formulate and recommend to the Board a CSR Policy and under that the activities to be undertaken, amounts to be spent and monitoring implementation thereof.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONThe particulars as required under section 134(3)(m) of the Companies Act, 2013, the information relating to conservation of energy and technology absorption and Foreign Exchange earning and Outgo forms an integral part of this report and is annexed as Annexure C.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all banks, central/state government departments and other local authorities for unstinted and continued guidance and support. Our gratitude is also due to the shareholders for the confidence and faith they have reposed in us.

15


Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Naraingarh Sugar Mills Limited

Village: Banondi, Tehsil: Naraingarh

Ambala, Haryana

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NARAINGARH SUGAR MILLS LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the NARAINGARH SUGAR MILLS LIMITED’S books, papers, minute books, forms, and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents, and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by NARAINGARH SUGAR MILLS LIMITED (“the Company”) for the financial year ended on March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the amendments thereof: Not Applicable as none of the securities of the company was delisted during the audit period.

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: Not

16


Applicable as there were no instances of issue of securities during the year.

e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014- Not Applicable as the company has not provided any share based benefits to the employees during the year.

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008and Chapter V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Not applicable as the company has not issued any listed debt securities during the financial year under review.

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review.

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not applicable as the company has not bought back any of its securities during the financial year under review.

(vi) The major provisions and requirements have also been complied with as prescribed under all applicable Labour laws viz. The Factories Act, 1948, The Payment of Wages Act, 1936, The Industrial Employment (Standing Order) Act, 1946, etc.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India as notified by Government of India.

b) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, being listed on BSE Limited. (The trading of the company’s shares stands suspended on BSE Limited for last several years).

During the period under review the Company has complied with the provisions of the act, rules, regulations, guidelines, standards, etc. mentioned above.

Based on our examination and the information received and records maintained, I further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There changes in the composition of the Board of Directors took place during the year under review were carried out in compliance with the provisions of the Act.

2. As per the representation made by the management, adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. All decisions are carried out through majority while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

4. The company has proper board processes.

Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers, I am of an opinion that:

1. There are adequate systems and processes in the company commensurate with the size and operations of the

17


company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

2. On examination of the relevant documents and records, on test check basis, the company has complied with the following laws specifically applicable to the company:

a. Sugar Development Fund Act, 1982

b. Levy Sugar Price Equalization Fund Act, 1976

I further report that during the audit period:

1. The company has no official website as per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. There are some irregularities in compliance with the applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in respect of submission and publication of financial results, shareholding pattern, etc. and laying down the policies as prescribed.

3. The company has not filed the certain returns/ forms with the office of Registrar of Companies as per the requirements of Companies Act, 2013.

Apart from the business stated above, there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

Place: Chandigarh Date : 14.08.2018

For A. ARORA & COMPANYAJAY K. ARORA

(Proprietor)FCS No. 2191C P No.: 993

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

18


“Annexure-A”

To,

The Members,

Naraingarh Sugar Mills Limited

Village: Banondi, Tehsil: Naraingarh

Ambala, Haryana

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records, based on the audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the extent of verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chandigarh Date : 14.08.2018

For A. ARORA & COMPANYAJAY K. ARORA

(Proprietor)FCS No. 2191C P No.: 993

19


Current Year(2017-18)

Current Year(2016-17)

260456

2518657

9.67

423390

3.06

20.94

45974387

372

4.84

173470.50

3122.47

1800

283.90

2.837

239372

2085377

8.71

234128

3.06

18.29

13669580

222.22

8.10

120675.66

2172.16

1800

301.77

2.660

B. Power and Fuel Consumption

Electricity:

Purchased Unit (Nos.)

Amount (Rs.)

Rate per unit (Rs.)

Own Generation

1

Through Diesel Gen. Set

Unit (Nos.)

Unit per litre of Diesel oil

Diesel rate per unit (Rs.)

Through Steam Turbine

Generation unit

Unit per Tonne of fuel

Rate/Unit

(Being Generated out of Steam

required for process)

Bagasse Quantity

(Quantity M.T.)

Total Cost (Rs. In lacs)

(Estimated due to own generation)

Average Rate (Rs.)

Consumption per Unit of Product

Electricity (KW/MT)

Bagasse (MT/MT)

a)

b)

c)

2

3

i)

ii)

Annexure B to Director’s Report

Disclosure of Particulars in respect of conservation of energy and technology

A. Conservation of energy

(a) The company has installed most modern equipment in the plant in order to minimize energy consumption.

(b) The company does not allow wastage of energy and resources.(c) Every department has been given different electric connections which are used only at the time of need. In the

absence of staff all the electrical appliance are put off.

20


B. TECHNOLOGY ABSORPTION

1) The company is regularly carrying on activities of development of sugarcane in the area.

2) Agricultural implements, fertilizers, pesticides and cane seeds are supplied to the cane growers on loan basis and at subsidized rates.

3) Expenditure incurred on R & D – Nil4) Total Expenditure as %age of Turnover – Nil5) Technology absorption, adoption and innovation.(a) The company has adopted latest technology in the plant to maximize production, yield, better quality and to

minimize consumption of energy.(b) Technology imported during last five years – Nil

C. FOREIGN EXCHANGE EARNING AND OUTGO

The company has not done any transactions in foreign exchange.

21


Annexure C to Director’s Report

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

S. Name(s) of the Nature of Duration of the Salient terms of Justification for Date(s) Amount Date on whichNo related

party contracts/

contracts/

the contracts or entering into

of

paid as

the special

and nature of

arrangements/

arrangements/ arrangements or such contracts approval advances,

resolution was

relationship

transactions

transactions

transactions

or arrangements by the if any

passed in

including the

or transactions Board

general meetingvalue, if any as required

under first

proviso to

Section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis

S Name(s) of Nature of Duration of Salient terms of the Date(s) of Amount paid as advances,N the related contracts / the contracts contracts or approval by if any

party and arrangements / / arrangements or the Board, if nature of transactions arrangements transactions including any

relationship / transactions the value, if any

To arrange Import Open Contract M/s Rahul Sales Ltd to 13.08.2015 Rs. 36.45 Crores to M/s 1. RAHUL of Raw Sugar by arrange import of Raw Rahul Sales Limited as per

SALES M/s Rahul Sales Sugar valued at Rs 30 contract/letter of LIMITED Ltd for further Crores as and when arrangement entered into

processing required by M/s between M/s Naraingarh purpose by M/s Naraingarh Sugar Mills Ltd Sugar Mills Ltd and M/s Naraingarh Sugar Rahul Sales Ltd.

Mills Ltd.

2. Sales of Sugar Maintained at arm’s 01.04.2013 N/A RAHUL (Finished Goods) length similar to third SALES valued at Rs 19.16 party contracts. Value ofLIMITED Crore Crore by such transactions during

Naraingarh Sugar the financial year is Mills Limited to mentioned in the notes Rahul Sales forming part of financial Limited during the statements FY 2013-14

22


Observance with true spirit of law rather than just with the letter of law. Transparency in all business dealings and transactions. Maintaining a high degree of disclosure levels in timely and accurate manner. Correct and factual internal and external communication Equality in treating all shareholders – the organization is always keenly conscious of the management’s role as a trustee of shareholder’s capital. Clear distinction between personal conveniences and corporate resources. Compliance with all the applicable law. Strategic guidance and effective monitoring by the Board of Directors The accountability of the Board of Directors to the company and shareholders.

ØØØØØ�ØØØØ

2. Board of Directors& its CommitteesIn compliance with the Corporate Governance norms the present strength of the Board is Four. The management has rich experience in handling corporate matters.

Annexure D to Director’s Report

REPORT ON CORPORATE GOVERNANCE

Corporate Governance

Corporate Governance is an ever-evolving art to put into practice ethical business conduct that focuses on four of its key elements – transparency, fairness, disclosures and accountability. Primarily, the governance system affects the way the company functions and hence impact its performance. While governments can frame regulations that can direct the course of governance in a country and the world, but it is for the companies and management to believe in and implement the legal, economic and social process by which companies should run.

In India, Clause 49 of the listing agreement of the Indian Stock Exchanges mandates adherence of a code of corporate governance by the listed companies. It encompasses certain mandatory and non-mandatory clauses in various areas, like, statutory auditor-company relationship, auditor’s independence, working of audit committees, Board composition and governance, certification of accounts and financial statements by managers and directors, the role of independent directors etc.

NSML has embedded the best of corporate governance practices in its day to day operations aimed at building trust with shareholders, employees, customers, suppliers (including farmers) and diverse stakeholders. The company’s policies on Corporate Governance and compliance thereof in respect of specific areas for the year ended 31st March, 2018 in the format prescribed by Clause 49 of the Listing Agreement with the stock exchanges are set out below for the information of the shareholders and investors of the company.

1. Company's PhilosophyIn Naraingarh Sugar Mills Limited (NSML), the pursuit towards achieving good Corporate Governance is an on-going process, thereby ensuring truth, transparency, accountability and responsibility in all our dealings with customers, dealers, employees, shareholders and with every individual who comes in contact with the Company.

NSML firmly believes that the practice of trusteeship, transparency, empowerment and accountability in all dealings with its stakeholders, which leads to the creation of the right corporate culture and fulfils the purpose of Corporate Governance. This helps the company to perform better thus culminating into higher productivity of the corporate resources. The ethical values have been sufficiently integrated with business acumen as part of Corporate Governance framework implemented by the company. The philosophy, principles and practice of corporate governance in NSML can be concisely stated as:

23

Mr. Mahavir Singh, Director of the company had resigned from the said post w.e.f 15th January 2018.None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which he is a Director. Necessary disclosure regarding Committee positions in other companies as on March 31, 2018 have been made by the Directors.

During the period under review 5 Board meetings were held on 12.05.2017, 11.08.2017, 18.08.2017, 14.11.2017, 14.02.2018. The maximum time gap between two board meetings is much less compared to the mandated requirement of not more than 4 months in Clause 49 of the Listing Agreement.Composition of Board of Directors, detail of number of directorships held in other public limited companies and committee positions held by Directors is summarized in the table below:


Name of the Director

Category

No. of

Attendance

No. of

No. of Committee

of

Board

previous

Directorship

positions (as ChairmanDirector

Meetings

AGM held on

in the

/ Member) held in

Attended

30th

Other

other public Companies

September

public

held

during

2015

Companies

financial year ended

31st March 2017 Chairman Member

Mr. Mahavir Singh* INED 04 Not present 03 Nil Nil Mr. Gurkirpal Singh Bedi INED

05 Not present 01 Nil Nil

Mr. Sandeep Singh

ED

05

present

00

Nil

03 Mr.Yogeshjain

INED

05

Not present

00

Nil

03

Mrs.SatinderKaur Bedi INED 05 present 01 03 Nil

* Mr. Mahavir Singh from the post of independent directors w.e.f 15th January, 2018.

Information supplied to the BoardThe Board of NSML has complete access to any information within the company and to any employee of the company. At the meetings, the Board is provided with all the relevant information on important matters affecting the working of the company as well as all related details that require deliberation by the members of the Board.3. Committees of the Board

The Board has set up the following committees(a) Audit CommitteeAs on 31st March, 2018, Audit Committee comprised of three members of which two were Independent Directors with the following composition:-

1. Mrs.Satinder Kaur Bedi, Chairman2. Mr.Yogesh Jain, Member3. Mr.Sandeep Singh, Member

24


Terms of Reference of Audit CommitteeThe terms of reference of Audit Committee are as per relevant guidelines and legislations. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting, reviewing with the management, external and internal auditors, the adequacy of internal control systems and review the adequacy of internal audit functions.

During the year under review four meetings of the Committee were held on 11.05.2017, 10.08.2017, 13.11.2017 and 13.02.2018.

Sl. No. Name of the Member Category Meeting held Meeting participated

1. Mrs.Satinder Kaur Bedi Chairman 04 04

2. Mr.Yogesh Jain Member 04 04

3. Mr.Sandeep Singh Member 04 04

Terms of reference:

The terms of reference of the committee include:1) To review the financial statements and pre-publication announcements before submission to the Board.2) To ensure the compliance of internal control systems and action taken on internal audit reports.3) To apprise the Board on the impact of accounting policies, accounting standards and legislation.4) To hold periodical discussions with statutory auditors on the scope and content of the audit.5) To review the company's financial and risk management policies.

(b) Directors’ Remuneration Committee/Nominee & Remuneration Committee

The Board constituted Remuneration Committee to recommend the remuneration payable to Executive Directors. The Company has not paid any remuneration to its non-executive directors during the financial year 2017-18. The Company does not have any Stock Option Scheme. The constitution of Remuneration committee was as follows:1. Mrs.Satinder Kaur Bedi, Chairman2. Mr.Yogesh Jain, Member3. Mr. Gurkirpal Singh Bedi, Member

Terms of ReferenceThe Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

25


b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company.

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

(c) Investor Protection Committee/Stakeholders relationship committee The composition of Investors’ Protection committee is as follows:1. Mrs.Satinder Kaur Bedi, Chairman2. Mr.Yogesh Jain, Member3. Mr.Sandeep Singh, Member

There had been no complaints from investors during the financial year under review. The stakeholder’s relationship (SR) committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholder’s/investors’’/security holders’ complaints. The committee also monitors the implementation and compliance with Company’s code of conduct for prohibition of insider trading.

The SR committee’s composition and terms of reference meet with the requirements of Clause 49 of the listing agreement and provisions of Companies Act, 2013.

Terms of reference of the committee, inter-alia, includes the following:Ø Oversee and review all matters connected with the transfer of the company’s securities.Ø Approve issue of the company’s duplicate share certificates.Ø Monitor redressal of investors’/shareholders’ grievances.Ø Oversee the performance of the company’s Registrars and Transfer agents.Ø Monitor implementation of the company’s code of conduct for prohibition of insider trading.Ø Carry out any other function as is referred by the Board from time to time.

The Board is responsible for constituting, assigning, co-opting and fixing terms of service for committee members of various committees. The chairman, in consultation with the Company Secretary and the committee chairman determines the frequency and duration of the committee meetings. Recommendations of the committees are submitted to the Board for its approval. Quorum for meetings of all committee meetings is two members or one third of the members, which is higher.

4. General meetingsLocation and Time of Last Three Annual General Meetings of the company is as follows:

26


Sl. No. Year Ended Date of Annual Time Venue

General

Meeting

01 31.03.2015 05.10.2015 10.30 a.m. Vill. Banondi, Teh. Naraingarh, Distt. Ambala

02 31.03.2016 28.12.2016 11.30 a.m. Vill. Banondi, Teh. Naraingarh, Distt. Ambala

03 31.03.2017 11.30 a.m. Vill. Banondi, Teh. 27.09.2017 Naraingarh, Distt. Ambala

Ensuing Annual General meetingThe ensuing Annual General Meeting is being convened on Friday, the 28th September, 2018 at 11.30 a.m at the registered office of the company at Vill. Banondi, Teh. Naraingarh, Distt. Ambala.

5. Postal BallotDuring the financial year 2017-18,no special resolution was passed through postal ballot. None of the resolutions proposed to be passed at the ensuing Annual general meeting requires passing a resolution through postal ballot.

6. DisclosuresDuring the financial year 2017-18, the Company had certain related party transactions done at arm’s length similar to third party contracts.

There has not been any instance of non-compliance, penalties or strictures imposed by the Stock Exchanges, and/or SEBI on any matter relating to the capital markets, in the preceding three years.

7. Management Discussion and Analysis ReportThe Management Discussion and Analysis Report is being annexed herewith as Annexure D1.

8. Code of ConductThe Company has adopted a Code of Conduct for its Directors and Senior Management. The Whole time Director Mr. Sandeep Singh has given a declaration that all Directors and Senior Management of the Company have affirmed the compliance with the Code of Conduct which is annexed as Annexure-D2

9.CEO/CFO CertificationAs required under Clause 49 of the Listing Agreement a Certificate signed by Mr.Sandeep Singh, Executive Director and Mr. Ashwani Mittal, Chief Financial Officer is annexed as Annexure B3.

10. Means of CommunicationThe Quarterly results are published in Hindi Language Newspaper AmbalaBhaskar and English Daily, The Financial Express and are also sent to Stock exchanges. Besides, the annual reports are separately sent to all the shareholders.

27


11. General Shareholder Information

1. Annual General Meeting 28th September, 2 018 at 11.30 a.m at Vill. Banondi, Teh. Naraingarh, Distt. Ambala

2. Financial year April 2017 to March, 2018

3. Proposed Dates for Approval of Qtr ended 30.06.2018: Second week of Aug, 18

quarterly results for next 12 Qtr ended 30.09.2018: Last week of Oct., 18

months Qtr ended 31.12.2018: Last week of Jan., 19

Qtr ended 31.03.2019: Last week of May, 19 4. Book Closure Saturday the 22nd September, 2018 to Friday

the 28th September, 2017, (both days inclusive)

5. Dividend Payment Date Not Applicable

(as no dividend has been recommended)

6. Listing on Stock Exchanges The Bombay Stock Exchange Ltd, Mumbai

7.

Scrip Code

BSE: 531457

8. Market price Data Since the company’s trading is suspended the market price data is not available. However,

efforts are being made by the management for revocation of suspension of trading of company’s

shares and the company’s share shall be available for trading as soon as suspension is

revoked by BSE.

12. Registrar and Share Transfer AgentThe company has appointed M/s Alankit Assignments Limited as its share transfer agent. All correspondence regarding change of address, transfer/transmission of shares etc maybe made to the Registrars and Share Transfer agents M/s Alankit Assignments Limited, Alankit House- 4E/2, Jhandelwalan Extension, New Delhi – 110055.

13. Share Transfer SystemAll requests for share transfers/transmission received from shareholders are processed by the RTA which is thereafter approved by the stakeholder’s relationship committee.

14. Distribution of Shareholding as on 30th June, 2018

No. of Equity No. of % of No. of Shares % of Share

Shares

Shareholders

shareholders

held

holding Up to 5000

874

35.557

4078200

2.008

5001 to 10000 709 28.845 6599000 3.249

10001 to 20000 313 12.734 5790000 2.851

20001 to 30000 264 10.74 6755000 3.326

30001 to 40000 57 2.319 2187000 1.077

40001 to 50000 125 5.085 6229000 3.067

50001 to 100000

51

2.075

4775000

2.351 100001 to Above

65

2.644

166708800

82.073

TOTAL 2458 100.00 20312200 100.00

28


15. Shareholding Pattern as on 30.06.2018

Sl. No. Category No. of Shares Held % of Shareholding

01 Promoters 1945890 9.580

02 Institutions (others): 0 0

Mutual Fund/UTI

03 Bodies Corporate 2784510 13.708

04 Individuals* 15539000 76 501.

TOTAL 20312200 100.00

*3472840 shares held in the name of Mr. Onkar Anand are pending to be transmitted to Mrs. Renu Anand.

16. Dematerialisation of sharesThe company has entered into an arrangement for dematerialization of shares with NSDL and CDSL. Some shares, however, are still in physical form.

17. Plant locationThe company is having one sugar manufacturing unit which is located at Village Banondi, PO: Shazadpur, Teh. Naraingarh, Distt. Ambala (Hr.)

18. ANNUAL RETURNThe Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure:D3)

19.Address for CorrespondenceThe shareholders and other stakeholders may send their queries/grievances at the following address:-

The Company SecretaryM/s Naraingarh Sugar Mills LimitedVillage Banondi, PO: Shazadpur, Teh. Naraingarh, Distt. Ambala (Hr.)Email id: [email protected]



sd/-SANDEEP SINGH

DIRECTOR

29

Annexure-B1 To Corporate Governance

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Overview:

With an annual production capacity of over 35.50 million metric tonne (MMT), the Indian Sugar Industry (ISI) is the second largest producer of sugar in the world. It is also the second largest agro – based industry in the country after cotton. The sugar industry contributes significantly to socio-economic development of the rural; population.

Sugarcane – Area under Cultivation, Production and yield:

India's sugarcane production and area under cultivation registered a compounded annual growth rate (CAGR) of 4.07% and 2.21%, respectively, during last 10-years ending SS 17-18 (Sugar Season; refers to the period from October 01 to September 30). Although sugar cane extracted from any crop having sugar content, sugarcane is preferred by the farmers as it is a durable crop backed by strong price support by the Government of India (GOI) in terms of favorable prices for cane through the Fair & Remuneration Price (FRP) / State Advisory Price (SAP) mechanism which has helped it to generate competitive returns as compared with paddy and cotton (refer Chart 1 for sugarcane acreage, production and yield trend during last 10 years)..

However, climatic conditions, inadequate availability of quality seed and irrigation facilities, lack of efficient technology and inadequate farm credit were primarily responsible for fluctuating yield ratio.

Industry size, Structure and state – wise Production Trends:

The ISI accounted for more than 15% of the total world sugar production in last 5 years ending SS17-18. As on January 31, 2018, India had 716 sugar mills (including two standalone refineries) with major concentration rural areas. About 50% of the sugar mills are promoted by sugarcane farmers in the form of co-operative societies

Sugar mills in India Segregated on the basis of ownership structure

Sr. No. Sector Number of Units

1 Private Limited Companies 347

2 Co-operave Sociees 326

3 Public Limited Companies 62

Total 735

India produces around 325-375 mmt sugarcane during season 2017-18, more than 30-35 MMT white sugar and 6-8 MMT jaggery and khandsari annually to meet the demand for sweeteners. Moreover, the ISI produces more than 139.51 Cr. liters of alcohol, 5000 Mega Watt (MW) of power and multiple allied products. The industry exports about 3221 MW of power to grid after meeting its captive power requirement. ISI is gradually transforming into sugar complexes by producing sugar, bio-electricity, bio-ethanol, bio-manures and chemicals, contributing about 1% to the national GDP. Maharastra, Uttar Pradesh (UP) and Karnataka are the major sugar producing states in the country.

Sugar production

At the beginning of Sugar Season 2017-18 the carry forwarded stock was 3.96 MMT, the estimated production of sugar was 24.88 MMT and the estimated consumption was 24.45 MMT. Whereas the actual production was 32.25 MMT. Thus the


30


surplus production during the season 2017-18 was 7.62 MMT more compared to estimated. This will increase carry forward stock on 01-10-2018 to 10.26 MMT in comparison to previous season of 3.96 MMT approx.

Key constraints of Indian sugar Industry

According to the preliminary estimates of the industry body Indian Sugar Mills Association (ISMA), India's 2018 – 2019 sugar production is likely to increase by 9%:

1. Raw material sugarcane) prices are highly regulated; sugar prices are vulnerable to market dynamics:The ISI continues to be highly regulated by the GoI; in terms of sugar production and cane procurement areas for sugar mills and most importantly for determining sugarcane pricing. The FRP is decided by the central government every year at the beginning of SS; which is the minimum price the sugar-mill has to pay to the farmers for procuring sugarcane. Furthermore, some state governments also announce SAP and in that case, the mills have to pay FRP or SAP, whichever is higher. Internationally, the FRP/ SAP declared by the Indian government for sugarcane is very high compared to other major producers in the world.

The sugar price is market driven and is governed by domestic and global demand- supply dynamics. The recommendation of the Rangarajan committee to determine the sugarcane price as percentage of the sugar price and realization of its by-products has not been implemented by sugar producing states, which makes Indian sugar uncompetitive in international market. Furthermore, the rising inventory level coupled with virtually no export (because of relatively lower international prices) has resulted in sluggish price trend during the current SS.

2. Price trend of sugarcane(FRP) and Sugar in India Declining trend of sugar prices and consistent increase in the FRP declared by the government have resulted in moderation on operating margins of sugar mills and delay in payment to farmers for sugarcane produced by the sugar manufacturers. The GOI has increased FRP by Rs. 20 for the coming sugar season 2018-19.

RISKS AND CONCERNS

The Agro based sugar industry has a specific set of risk characteristics, which at NSML, are carefully evaluated, managed and mitigated. The major risks are classified as under:-

Raw material risk

Sugarcane is the raw material and any disturbance on its timely availability will have a substantial impact on operational cost. This risk may be caused by climatic conditions influenced by the monsoon and local weather conditions over the crop cycle, which also affects both the quantity and quality of cane. The profitability of alternative crops will influence the area of planting under cane. Pests and disease and non-availability of farm labour also impact the cost incurred by the cane grower.

Sugar Price Risk

The market price for sugar is function of demand and supply. Even a slight fluctuation in demand or supply of sugar may move sugar price up or down, thereby directly impact the sugar industry. Wholesale price of sugar has significant impact on our profits. Higher the price higher the proflt is. Like other agricultural commodities, sugar is subject to price fluctuations resulting from weather, natural disasters, domestic and foreign trade policies, movements in demand and supply and other factors beyond the control of management. Besides, around 15-30% of sugar in the world is traded on stock exchanges and hence is subject to speculation. As a result, any prolonged decrease in sugar price may have an adverse effect on financial results of the company.

31


Regulatory risks

Sugar industry and hence our company is subject to several legal and regulatory measures imposed by both Central and State Government. This includes both environmental and other legal strictures which directly or indirectly impacts the performance of the company. The company may be exposed to liability resulting from handling of hazardous substances and increased costs for ensuring compliance of various laws.

Risk mitigation

The company has always maintained an amicable relationship with its farmers and taken up initiatives to mitigate hardships by timely payment, cane development schemes through Bank loans, promotion of right cane variety, maintaining goodwill among farmers. The Company adopts appropriate procedures as per the policy and guidelines through internal control systems to minimize the risk. The company maintains strong relationship with the customers for stabilizing the domestic and international market through efficient production and best product delivery. As explained earlier sugar cane price is also governed by both Central and State Government, the company is always at a risk of a higher cane price and increased cost of production. These risks cannot be mitigated unless the industry is completely decontrolled.

Competition Risk

The prospect for high growth in the industry encourages the company to face tough competition from other companies in the industry and also from the new entrants.

32

Financial performance of the company

OPERATIONS & FINANCIAL RESULTS


Income from operations

Net sales/income from operations

Other operating Income

Other Income

Total income

Total expenses (excluding Depreciation and Finance costs)

EBIDTA

Depreciation

Finance costs

Profit / (Loss) from ordinary activities after finance costs but

before exceptional items


Profit / (Loss) from ordinary activities before tax

Tax expense

Net Profit / (Loss) from ordinary activities

17188.23

43.76

13.60

17245.59

18149.32

(903.73)

547.75

799.53

(2251.01)

(3.69)

(2254.70)

(1142.28)

(1112.42)

18800.12

76.00

18.86

18894.98

17295.40

1599.58

196.53

284.15

1118.90

(15.04)

1103.86

86.14

1017.72

Year ended31st March

2017 *

Year ended31st March

2018

Particulars

* Figures for the year ended 31st March, 2017 have been reported as per Ind-AS.

It is informed that during the current financial year the company achieved a total income of Rs. 17245.59 Lac which is

approximately 8.73% lower than the previous year figure of Rs 18894.98 Lac. The company had a net loss after tax of Rs.

1112.42 Lac compared to net profit after tax of Rs. 1017.72 Lac during last financial year. The comparative figures of

Cane crushed and recovery during the current season and last season are given hereunder:-

Particulars 2017-18 2016-17

Cane Crushed(MT)

668540

492868 Recovery (%) 10.37 10.53

Production(MT) 69327.60 51902

33


Future Plans

We have set-up 25 MW Co-generation Power Plant in our Sugar Mill, the project cost was Rs. 116 Crores out of which IREDA (Indian Renewable Energy Development Limited) had financed Rs. 103.39 Crores. The loan was disbursed by IREDA only after signing the PPA with HPPC (Haryana Power Purchase Centre). We have commissioned our 25 MW Cogen Power Plant on 29th December 2017. We have exported around 3.46 Crores KWh (Units) till 31st March, 2018.. Besides, the company is also in the process to enhance the crushing capacity of the mill to 5500 TCD from the existing 4000 TCD as per the proposed plans of the company.

The proposed integrated project shall improve the quality of sugar for meeting the national and international standards while operating at optimum levels, thereby reducing the manufacturing costs and shall also provide raw material for cogen power plant in the form of Bagasse. In other words, this expansion and modernization program shall lend a new lease of life to the sugar factory.Your Board hopes to improve in the years to come in the way of above mentioned modernization cum expansion project of the company.

Human Resources / Industrial Relations

Employee relation is one of the key success factors which are continued throughout the year. Lot of development initiatives in all facets is implemented and practiced including six sigma concepts in order to be competitive in the industry. The organization provides a learning atmosphere across levels and aims at improving the standards through innovation. The industrial relations maintained with the employees are satisfactory.

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from these expressed or implied. The Company assumes no responsibility in respect of these forward looking statements that may be amended or modified later, on the basis of subsequent developments, information or events and in view of the changes brought by the Government Rules and Regulations.

34


Annexure D2 to Corporate Governance Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i) CIN L74899HR1991PLC032873

ii) Registration Date 01/08/1991

iii) Name of the Company NARAINGARH SUGAR MILLS LIMITED

iv) Category / Sub-Category of the Company

1. Public Company (*)

2. Private company ( )

3. Government Company ( )

4. Small Company ( )

5. One Person Company ( )

6. Subsidiary of Foreign Company ( )

7. NBFC ( )

8. Guarantee Company ( )

9. Limited by shares (*)

10. Unlimited Company ( )

11. Company having share capital (*)

12. Company not having share capital ( )

13. Company Registered under Section 8 ( )

v) Address of the Registered office and contact details VILLAGE BANONDI., VILLAGE BANONDI.,

TEH. NARAINGARH, TEH. NARAINGARH,

AMBALA-133001 Haryana

Telephone :

Fax Number :

Email : [email protected]

35

SN NAME AND ADDRESS OF THE CIN/GLN HOLDING/ % of shares held Applicable Section COMPANY SUBSIDIARY/ ASSOCIATE


vi) Whether listed company Yes

vii) Name and Address of Registrar & Transfer Agents ( RTA )

Name of Registrar & Transfer Agents ALANKIT ASSIGNMENTS LIMITED

Address ALANKIT HOUSE-4E/2, JHANDEWALAN

EXTENSION

Town / City NEW DELHI

State DELHI

Pin Code 110055

Telephone 01142541234

Fax Number

Email Address [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S.No. Name and Description of main products / services NIC Code of the % to total turnover of Product/ service the company

1 Manufacturing of white crystal sugar & by products 1542 100

2

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

[ No. of Companies for which information is being filled = 0]

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :

A. Category-wise Share Holding

a) Individual/HUFb) Central Govtc) State Govt (s)d) Bodies Corp.

49219000

894700

34230000

249200

83449000

1143900

-

-0.17

4.11

5.46

83449000

1108800

34230000

249200

49219000

859600

4.11

5.63

36


00

00

00

035100

00

035100

0.17

0.17

Sub -total (A)(1):- 1386890 591500 1978390 9.74 1386890 591500 1978390 9.74 (2) Foreign

a) NRIs - 0 0 0 0 0 0 Individuals

b) Other – 0 0 0 0 0 0 Individuals c) Bodies Corp. 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0

e) Any Other…. 0 0 0 0 0 0

Sub -total (A)(2):- 0 0 0 0 0 0 Total 1386890 591500 1978390 9.74 1386890 591500 1978390 9.74 -1.22 shareholding of Promoter (A) =

(A)(1)+(A)(2) B. Public

Shareholding 1. Institutions

a) Mutual Funds 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0

e) Venture Capital 0 0 0 0 0 0 Funds f) Insurance 0 0 0 0 0 0 Companies g) FIIs 0 0 0 0 0 0

h) Foreign Venture 0 0 0 0 0 0 Capital Funds i) Others (specify) 0 0 0 0 0 0

Sub -total (B)(1):- 0 0 0 0 0 0

2. Non-Institutions

a) Bodies C orp. i) Indian 1111810 1672000 2783810 13.71 1114310 1669500 2783810 13.71 ii) Overseas 0 0 0 0 0 0

b) Individuals

i) Individual 107850 3170500 3278350 16.14 151450 3133400 3284850 16.17 0.03 shareholders holding nominal share capital uptoRs. 1 lakh

37


ii) Individual 9377140 2142600 11519740 56.71 9612400 2142600 11755000 57.87 1.16 shareholders holding nominal share capital in excess ofRs 1 lakh"

c) Others (specify) 95350 414800 510150 2.51 95350 414800 510150 2.51 0.00

Sub -total (B)(2):- 12188550 5897400 18085950 89.04 10971010 7362800 18333810 90.26 1.22Total Public 12188550 5897400 18085950 89.04 10971010 7362800 18333810 90.26 1.22Shareholding

(B)=(B)(1)+(B)(2)

C. Shares held by 0 0 0 0 0 0

Custodian for

GDRs & ADRs

Grand Total 13823300 6488900 20312200 100.00 12357900 7954300 20312200 100.00 0.00(A+B+C)

B. Shareholding of Promoters

SN Shareholder’s Name Shareholding at the beginning of the year

Share holding at the end of the year

% change in share holding No. of % of total %of Shares % of total %of Shares during

Shares

Shares of

Pledged /

No. ofShares Shares of

Pledged /

the year

the

encumbered

the

encumbered

company

to total

company

to total

shares

shares 1

AVNINDER

200

0

0

200 0

0

0

THAKUR,SAROJ

THAKUR,MILLIK THAKUR

2

B.S. KANG N/G AMIT PAL

97100

0.48

0

97100 0.48

0

0

SINGH

3

BALDEV SINGH KANG

9800

0.05

0

9800 0.05

0

0

4

BALDEV SINGH KANG

200

0

0

200 0

0

0

5

BALDEV SINGH KANG

429990

2.12

0

429990 2.12

0

0

6

DAL JIT KAUR

2500

0.01

0

2500 0.01

0

0

7

DHIAN KAUR

7000

0.03

0

7000 0.03

0

0

8

INDER KUMAR

6700

0.03

0

6700 0.03

0

0

9

KUSUM ARORA

13000

0.06

0

13000 0.06

0

0

10

LAKHWINDER SINGH

21000

0.1

0

21000 0.1

0

0

KANG

11 LAXMI DEVI 21000 0.1 0 21000 0.1 0 0

12 MOHAN SINGH 23000 0.11 0 23000 0.11 0 0

38

SN Shareholder’s Name Shareholding at the beginning of the year

Share holding at the end of the year

% change in share holding No. of % of total %of Shares % of total %of Shares during

Shares

Shares of

Pledged /

No. ofShares Shares of

Pledged /

the year

the

encumbered

the

encumbered company to total company to total

13

NITIN MEHAN

10000

0.05

0

10000 0.05

0

0

14

NARIAN DASS MEHAN

10000

0.05

0

10000 0.05

0

0

15

NAND LAL

30000

0.15

0

30000 0.15

0

0

16 PREM LATA 13000 0.06 0 13000 0.06 0 0

17 RAVINDER KAUR 200 0 0 200 0 0 018 RAVINDER KUMAR 12500 0.06 0 12500 0.06 0 0

19 7500 0.04 0 7500 0.04 0 0

20 7500 0.04 0 7500 0.04 0 0

21 8000 0.04 0 8000 0.04 0 0

22 10000 0.05 0 10000 0.05 0 0

23 100 0 0 100 0 0 0

24 1000 0 0 1000 0 0 0

25 61000 0.3 0 61000 0.3 0 0

26 10000 0.05 0 10000 0.05 0 0 27 22200 0.11 0 22200 0.11 0 0

28 8100 0.04 0 8100 0.04 0 0

29 32500 0.16 0 32500 0.16 0 0

30 1000 0 0 1000 0 0 0

31 37600 0.19 0 37600 0.19 0 0

32 152500 0.75 0 152500 0.75 0 0

33 50000 0.25 0.25 50000 0.25 0.25 0

34 2600 0.01 0 2600 0.01 0 2500 35 859600 4.23 0 859600 4.23 0 0

RAVINDER KUMAR N/G

SANA ARORA

RAVINDER KUMAR N/G

SHIKHA ARORA

RAVINDER KUMAR N/G

SWETA ARORA

SALIL MEHAN

S. B. MEHAN N/G NIPUN

MEHAN

SHASHI BHUSHAN MAHEN, VIDHYA PARKASH S/O VID HYA PARKASH

SURJIT SINGH KANG

VAIBHAN MEHAN VIJAY MAHEN

UNITED VANASPATI LTD.

KNOW -HOW INVESTMENTS (P) LTD.

MAHASU INVESTMENT & MANAGEMENT CO LTD

MAHASU INVESTMENT &

MANAGEMENT CO LTD NORWEST FISCAL SERVICES P. LTD.

SIMLA INVESTMENTS & MGMT SYS P LTD.

UNITED VANASPATI LTD. NETWORK FISCAL SERVICES PVT LTD


39

C. Change in Promoters’ Shareholding

SN Name Particulars Shareholding at thebeginning of the year

Cumulative Shareholdingduring the year

No. of

Shares

% of totalShares of

the company

1

% of totalShares of

the company

No. of Shares


D. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)



No. of Shares % of total No. of Shares % of total

Shares of the Shares of the company company

1 Onkar Anand NO CHANGE 3472840 17.10 3472840 17.1

2 Suvrat Khanna NO CHANGE 2115240 10.41 5588080 27.51

3 Taranbir Singh NO CHANGE 2115240 10.41 7703320 37.92

4 Ilife Medical Devices Pvt LTD NO CHANGE 1500000 7.38 9203320 45.30

5 PL Lamba NO CHANGE 1133400 5.58 10336720 50.88

6 Pradeep Anand NO CHANGE 1000000 4.92 11336720 55.8

7Network Fiscal Services Pvt LTD NO CHANGE 859600 4.23 2196320 60.03

8 Mohali Investments Pvt LTD NO CHANGE 501310 2.47 12697630 62.50

9 Sunil Lamba NO CHANGE 500000 2.46 3197630 64.96

10 Baldev Sing Kanfg NO CHANGE 429990 2.12 13627620 67.08

E. Shareholding of Directors and Key Managerial Personnel

V. INDEBTEDNESS :

Particulars Secured Loans Unsecured Loans Deposits Total Indebtedness excluding deposits

Indebtedness at the beginning of the financial year

i) Principal Amount 1,530,514,276.00 27,011,425.00

- 1,557,525,701.00

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)



No. of Shares

% of totalShares of

the company

% of totalShares of

the company

No. of Shares

235,430,400.00 - -

235,430,400.00

- - - -

1,765,944,676.00 27,011,425.00

- 1,792,956,101.00

40

Particulars Secured Loans Unsecured Loans Deposits Total Indebtedness excluding deposits

Change in Indebtedness during the financial year

Addition 206,006,064.00 31,512,229.00

174,493,835.00

1,622,969,407.00 109,050,129.00

- 1,732,019,536.00

Reduction Net Change

Indebtedness at the end of the financial year

i) Principal Amount

ii) Interest due but not paid iii) Interest accrued but not due

Total (i+ii+iii)


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SN

Name of

Gross salary

Stock

Sweat

Commission

Others

Total

Ceiling

MD/WTD/

Option

Equity

as per

Manager

the Act

(a) Salary (b) Value (c) Profits as % of others as per of in lieu of profit provisions perquisite salary contained s u/s 17(2) under in section Income-tax section 17(1) of Act, 1961 17(3) the Income-tax Income-tax Act, 1961

Act, 1961

1 SANDEEP 300000 0 0 0 0 0 300000SINGH

B. Remuneration to other directors

SN Name of Independent Directors Total (1) Other Non-ExecutiveDirectors

Total Total Total OverallDirectors (2) (1+2) Manageri Ceiling

al as per Remuner the Act

ation

Fee for Commission Othersattending

board /

committee

meetings

NIL 0 0 0 0 0 0 0 0

Fee for Commission Othersattending

board / committee

meetings

0 0 0

2,263,917.00 -

2,263,917.00

237,694,317.00 - -

237,694,317.00

- - -

- - - -

208,269,981.00 31,512,229.00

176,757,752.00

1,860,663,724.00 109,050,129.00

- 1,969,713,853.00

44


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Name of Key Gross salary Stock Sweat Commission Others Total Managerial Option Equity Personnel

(a) Salary (b) Value (c) Profits as % of others as per of in lieu of profit

provisions perquisite salary contained s u/s 17(2) under in section Income-tax section 17(1) of Act, 1961 17(3)

the Income-tax Income-tax Act, 1961 Act, 1961

1 COMPANY 332829 0 0 0 0 0 0 0 332829SECRETARY Rangoli Aggarwal

2 CFOAshwini Kumar Mittal

1099529 0

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Brief Details of Penalty Authority [RD / NCLT/COURT]

Appeal made, if any Companies Act Description /Punishment/ (give Details) Compounding fees imposed

A. COMPANY Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL Compounding NIL NIL NIL B. DIRECTORS

Penalty NIL NIL NIL Punishment NIL NIL NIL Compounding

C. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL Punishment NIL NIL NIL Compounding NIL NIL NIL

1099529

42


DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all the members

ofthe Board and the Senior Management have affirmed compliance with the Code of Conduct for the year ended March

31, 2018.


For & on Behalf ofNARAINGARH SUGAR MILLS LTD


sd/-

Sandeep SinghDIRECTOR

43


CERTIFICATE UNDER SUB CLAUSE V OF CLAUSE 49 OF LISTING AGREEMENT

We, Sandeep Singh, Executive Director and Ashwani Mittal, Chief Financial Officer of the company hereby confirm and

certify that:-

1. These statements do not contain any materially untrue statements or omit any material fact or contain

statements that might be misleading;

2. These statements together present a true and fair view of the Company's affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year

ended 31st March, 2018 which, are fraudulent, illegal or violative of the Company's Code of Conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting. We have

evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and

we have disclosed to the auditors and the Audit Committee those deficiencies in the design or operation of such

internal controls of which, we are aware and the steps we have taken or propose to take to rectify these

deficiencies.

5. We have indicated to the Auditors and the Audit Committee:

(a) there have been no significant changes in internal control over financial reporting during this year.

(b) there have been no significant changes in accounting policies during this year.

c) there have been no instances of significant fraud of which we have become aware and the involvement

therein, of management or an employee having significant role in the company’s internal control systems

over financial reporting.


Date: 14/08/2018 Place: Chandigarh

SandeepsinghExecutive Director

Ashwani MittalCFO

44

INDEPENDENT AUDITORS’ REPORT

The Members,Naraingarh Sugar Mills Limited.

1. We have audited the accompanying financial statements of Naraingarh Sugar Mills Limited which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit & Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information.

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation and presentation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

6. Attention is invited to the following points of Note ‘4’ of the financial statements.i) Note 4.1 - regarding confirmation of attachment of Fixed Assets of the Company under the Prevention of

Money Laundering Act, 2002 by the Adjudicating Authority.ii) Note 4.3 - regarding calls in arrears and redeemable preference shares.iii) Note 4.4 – regarding advances and trade receivables written off.

7. Subject to paragraph 6 above, in our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements, give the information required by the Act in the manner so


45

required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at 31st March, 2018 and its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

8. Corresponding figures for the year ended 31st March, 2017 audited by another auditor, who expressed an unmodified opinion on financial statements of the Company for the year ended 31st March, 2017.

Hence, our opinion on financial statements is not modified.

9. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in the paragraph 3 and 4 of the Order.

10. As required by Section 143(3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit & Loss (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

(d) in our opinion, the aforesaid Ind AS financial statements, comply with the Indian Accounting Standards, specified under Section 133 of the Act;

(e) on the basis of the written representations received from the Directors as on 31st March, 2018 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2018 from being appointed as a Director in terms of Section 164(2) of the Act;

(f) with respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer note 4.1, 4.2 & 4.7).

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.


For K D & ASSOCIATESCHARTERED ACCOUNTANTS

Firm Registration No. - 024293N

(DEEPAK GARG)PARTNER

Membership No. - 507959Dated : 18th June, 2018.Place : Chandigarh

46

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 9 of our report of even date on accounts of Naraingarh Sugar Mills Limited for the year ended 31st March, 2018).

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a programme for phased physical verification of all its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

ii. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

iv. According to the information and explanations given to us, the Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Companies Act, 2013. Corporate Guarantee given by the Company to the Bank, for the loans given to the Cane Farmers & Investments made by the Company, are not in conformity with the provisions of Section 186 of the Companies Act, 2013.

v. The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Amendment Rules, 2014 made by the Central Government for the maintenance of cost records under Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

However, we have not made a detailed examination of the records with a view to determine whether they are accurate & complete.

vii. a) According to the information & explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Goods & Services Tax, Excise Duty, Value Added Tax, Cess and other material statutory dues, have been regularly deposited, during the year, by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable, in respect of Provident Fund, Income Tax, Sales Tax, Service Tax, Goods & Services Tax, Excise Duty, Value Added Tax, Cess and other material statutory dues (except cane purchase tax - `1,532,062/- for the financial year 2016-2017 and


47

`857,728/- for the month of April, 2017), were in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Service Tax, Goods & Services Tax, Custom Duty, Excise Duty and Cess which have not been deposited with appropriate authorities on account of any dispute, except as mentioned below:

Name of the Statue

Natureof dues

AmountInvolved

Amount deposited under protest

FinancialYear/Period

Forum where disputeis pending


Income TaxAct, 1961

Penalty u/s271(1)(c)

545,644 Nil 2007-2008 Income TaxAppellate Tribunal,

New Delhi

i

Central ExciseAct, 1944

Excise Duty(inc. Penalty)

3,726,986 248,500 March, 2015to March,2016

CESTAT,New Delhi

ii

FinanceAct, 1994

Service Tax(inc. Penalty)

3,084,762 153,738 2010-2011 CESTAT,New Delhi

iii

PunjabSugarcaneAct, 1953

CanePurchaseTax

20,233,831 Nil 1996-2002 Punjab & HaryanaHigh Court,Chandigarh

iv

viii. According to the information & explanations given to us and on the basis of verification of records, the Company has defaulted in repayment of dues (i.e. Interest accrued & due aggregating to ` 60,891,257/- for the period from December, 2017 to March, 2018) to Financial Institution (IREDA) & ̀ 47,998,525/- for the period from June, 2017 to March, 2018 to The Ambala Central Cooperative Bank Ltd. and Interest accrued & due - ` 160,347/- & Principal Amount ̀ 6,666,667/- to Union Bank of India for the month of March, 2018.

The Company, during the year, has not borrowed from Government and has not issued any debentures.

ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans availed by the Company, were prima-facie, applied by the Company for the purposes for which loans were obtained.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule-V to the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable Ind AS.

48


xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.




Membership No. - 507959Dated : 18th June, 2018Place : Chandigarh

49


“ANNEXURE B” TO THE INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub Section 3 of Section 143 of the Companies Act, 2013.

We have audited the internal financial controls over financial reporting of Naraingarh Sugar Mills Limited as of 31st March, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial ReportingA Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

50





Membership No. - 507959Dated : 18th June, 2018Place : Chandigarh

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting 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.

51

As at As at As at NOTE 31st March, 2018 31st March, 2017 01st April, 2016

` ` `ASSETS

Non-Current Assets

(a) Property, Plant and Equipment 1.1 2,00,52,38,681 48,23,86,368 50,09,14,579

(b) Capital Work-In-Progress 1.1 0 84,54,86,970 80,48,04,645

(c) Financial Assets

(i) Investments 1.2 2,03,000 2,05,110 2,08,600

(d) Deferred Tax Assets (net) 4.15 11,84,86,210 21,38,580 0

(e) Other Non-Current Assets 1.3 6,71,58,668 49,26,01,022 30,54,65,411

Total Non-Current Assets 2,19,10,86,559 1,82,28,18,050 1,61,13,93,235

Current Assets

(a) Inventories 1.4 64,36,40,710 19,46,19,240 34,06,55,070

(b) Financial Assets

(i) Trade Receivables 1.5 61,24,18,855 38,67,50,138 23,52,55,880

(ii) Cash and cash equivalents 1.6 2,76,73,382 2,58,21,551 4,92,71,256

(iii) Bank Balance other than

Cash and cash equivalents 1.7 1,25,97,433 2,28,04,955 2,16,55,595

(iv) Other Financial Assets 1.8 7,38,477 14,52,114 8,75,778

(d) Other Current Assets 1.9 45,83,39,149 92,47,56,487 92,70,42,827

Total Current Assets 1,75,54,08,006 1,55,62,04,485 1,57,47,56,406

Total Assets 3,94,64,94,565 3,37,90,22,535 3,18,61,49,641

EQUITY & LIABILITIES

Equity(a) Equity Share Capital 1.10 21,19,53,510 21,19,53,510 21,19,53,510(b) Other Equity 1.11 -44,41,00,304 10,76,46,160 1,86,67,282

Total Equity -23,21,46,794 31,95,99,670 23,06,20,792

Non-Current Liabilities

(a) Financial Liabilities(i) Borrowings 1.12 1,80,72,09,778 1,72,76,05,434 1,38,14,23,827(ii) Other Financial Liabilities 1.13 1,01,74,096 1,00,08,241 99,09,096(b) Provisions 1.14 1,41,80,516 1,18,26,581 75,24,152(c) Deferred Tax Liabilities (net) 4.15 0 0 43,71,578(d) Other Non-Current Liabilities 1.15 71,97,14,634 71,97,14,634 71,97,14,634

Total Non-Current Liabilities 2,55,12,79,024 2,46,91,54,890 2,12,29,43,287


NARAINGARH SUGAR MILLS LIMITEDBALANCE SHEET

AS AT 31ST MARCH, 2018

52

Current Liabilities(a) Financial Liabilities(i) Trade Payables 1.16 1,00,21,08,151 9,53,53,585 34,00,61,943(ii) Other Financial Liabilities 1.17

12,01,43,133 13,31,83,218(b) Other Current Liabilities 1.18 34,58,49,937 34,94,55,711 34,12,12,418(c) Provisions 1.19 2,52,29,788 1,01,91,006 1,81,27,983(d) Current Tax Liabilities 1.20 0 1,51,24,540 0

Total Current Liabilities 1,627,362,335 59,02,67,975 83,25,85,562

Total Equity and Liabilities 3,946,494,565 3,37,90,22,535 3,18,61,49,641

Significant accounting policies 3

Other notes to accounts 4 For and on behalf of the Board of Directors

The notes referred to aboveform an integral part of the SANDEEP SINGH

financial statements. (Whole-time Director)"AUDITOR'S REPORT"

In terms of our attached

report of even date. SATINDER KAUR BEDI

(Director)For K D & ASSOCIATESCHARTERED ACCOUNTANTS

Firm Registration No. - 024293N ASHWANI MITTAL

(Chief Financial Officer)

Dated : 18th June, 2018 (DEEPAK GARG)Place : Chandigarh PARTNER RANGOLI AGGARWAL

Membership No. - 507959 (Company Secretary)


NARAINGARH SUGAR MILLS LIMITEDBALANCE SHEET

AS AT 31ST MARCH, 2018

As at As at As at NOTE 31st March, 2018 31st March, 2017 01st April, 2016

` ` `

53

NOTE For the year ended For the year ended

31st March, 2018 31st March, 2017

` `

Revenue

Revenue from Operations 2.1 1,71,88,23,384 1,88,00,12,564

Other Operating Revenues 2.2 43,75,657 75,99,607

Other Income (Net) 2.3 13,60,032 18,86,741

1,72,45,59,073 1,88,94,98,912

Expenditure

Cost of Materials Consumed 2.4 1,96,73,70,363 1,40,27,44,883

Changes in Inventories of Finished Goods and

Work-in-Progress 2.5 -43,46,98,670 14,36,76,810

Employee Benefits Expense 2.6 6,92,51,730 5,57,63,293

Finance Costs 2.7 7,99,52,968 2,84,15,427

Depreciation & Amortisation Expense 1.1 5,47,74,947 1,96,53,410

Other Expenses 2.8 21,30,09,400 12,73,55,230

1,94,96,60,739 1,77,76,09,054

Profit/(Loss) before tax -22,51,01,666 11,18,89,858

Tax Expense

-Earlier years 21,19,044

-Deferred tax -11,63,47,630 -11,42,28,586 86,14,380

Profit/(Loss) for the year -11,08,73,080 10,32,75,478


Items that will not be reclassified to Statement of Profit & Loss

(i) Measurement of post employment benefit obligation -3,67,069 -15,00,341

(ii) Measurement of investments -2,110 -3,490

Other Comprehensive Income/(Loss) for the year -3,69,179 -15,03,831

Total Comprehensive Profit/(Loss) for the year -11,12,42,259 10,17,71,647


STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED 31ST MARCH, 2018

Dated : 18th June, 2018

Place : Chandigarh

54

Earnings per equity share

Basic & Diluted

10 paid-up (5.83)

5.43

5 paid-up (2.91)

2.72

Significant accounting policies 3

Other notes to accounts 4

For and on behalf of the Board of Directors

The notes referred to above

form an integral part of the

financial statements. SANDEEP SINGH

"AUDITOR'S REPORT" (Whole-time Director)In terms of our attached

report of even date.

SATINDER KAUR BEDI

(Director)For K D & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No. - 024293N ASHWANI MITTAL

(Chief Financial Officer)

(DEEPAK GARG)

PARTNER RANGOLI AGGARWAL

Membership No. - 507959 (Company Secretary)


NOTE For the year ended For the year ended


` `


Place : Chandigarh

STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED 31ST MARCH, 2018

55



Place : Chandigarh

For the year ended For the year ended31st March, 2018 31st March, 2017

` `

Balance at the Beginning of the year 19,01,81,000 19,01,81,000

Add : Additions during the year 0 0

Balance at the end of the year 19,01,81,000 19,01,81,000

Attributable to the owners of the CompanyReserves and Surplus

` ` ` ` `

Balance as at 01st April, 2016 3,73,95,013 4,88,45,220 2,84,40,309 -9,60,13,260 1,86,67,282

Profit/(Loss) for the year 0 0 0 10,32,75,479 10,32,75,479

Other Comprehensive Income/(Loss) 0 0 0 -15,03,831 -15,03,831

Adjustments during the year 0 0 -52,92,770 -75,00,000 -1,27,92,770

Balance as at 31st March, 2017 3,73,95,013 4,88,45,220 2,31,47,539 -17,41,612 10,76,46,160

Profit/(Loss) for the year 0 0 0 -11,08,73,080 -11,08,73,080

Other Comprehensive Income/(Loss) 0 0 0 -3,69,179 -3,69,179

Adjustments during the year 0 0 1,51,24,545 -45,56,28,750 -44,05,04,205

Balance as at 31st March, 2018 3,73,95,013 4,88,45,220 3,82,72,084 -56,86,12,621 -44,41,00,304

For and on behalf of the Board of Directors

"AUDITOR'S REPORT"

In terms of our attached SANDEEP SINGH

report of even date. (Whole-time Director)

For K D & ASSOCIATES SATINDER KAUR BEDI

CHARTERED ACCOUNTANTS (Director)


ASHWANI MITTAL

(DEEPAK GARG) (Chief Financial Officer)

PARTNER

Membership No. - 507959

RANGOLI AGGARWAL

(Company Secretary)

Total Equity

(a)

Equity Share Capital

(Refer Note 1.10)

(b)

Other Equity (Refer Note 1.11) Capital ReserveCapital

Redemption

MAT Credit

Entitlement

Retained

Earnings

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018

56


NOTE

1.1

: PR

OPER

TY, P

LANT

AND

EQU

IPME

NT

COST

AS

ON

01

.04.2

017

ADDI

TION

S/

(ADJ

USTM

ENTS

)TO

TAL

AS O

N

01.0

4.201

7

DURI

NG

THE

YEAR

TOTA

L

W.D

.V.

AS

ON

0

1.04.2

016

W.D

.V.

AS

ON

3

1.03.2

017

W.D

.V.

AS O

N

31.0

3.201

8

"A" T

angib

le A

sset

s

Land

4,63

,70,

213

04,

63,7

0,21

30

00

4,63

,70,

213

4,63

,70,

213

4,63

,70,

213

Build

ing

-Fac

tory

10,7

5,43

,309

22,8

4,94

,153

33,6

0,37

,462

5,51

,14,

816

78,1

0,64

36,

29,2

5,45

95,

40,9

3,64

05,2

4,28,4

9327

,31,

12,0

03

-Non

Fact

ory

5,04

,59,

735

05,

04,5

9,73

51,

34,1

1,68

69,

98,4

981,

44,1

0,18

43,

77,9

5,83

73,

70,4

8,04

93,

60,4

9,55

1

Furn

iture

& Fi

xtur

es50

,06,

631

57,3

5050

,63,

981

18,5

3,84

43,

76,9

1322

,30,

757

34,2

8,75

331

,52,

787

28,3

3,22

4

Plan

t & M

achin

ery

-Mac

hiner

y64

,89,

62,5

131,

34,6

9,27

,231

1,99

,58,

89,7

4431

,70,

71,5

054,

37,6

9,12

636

,08,

40,6

3134

,74,

05,0

6033

,18,

91,0

081,

63,5

0,49

,113

-Equ

ipmen

t/Co

mput

ers

76,5

7,51

07,

24,9

8083

,82,

490

37,4

2,71

97,

81,8

8445

,24,

603

41,4

2,98

039

,14,

791

38,5

7,88

7

1,32

,38,

536

14,2

3,54

71,

46,6

2,08

356

,57,

510

10,3

7,88

366

,95,

393

76,7

8,09

575

,81,

026

79,6

6,69

0

TOTA

L "A"

: `

87,9

2,38,4

471,5

7,76,2

7,261

2,45,6

8,65,7

0839

,68,5

2,079

5,47,7

4,947

45,1

6,27,0

2650

,09,1

4,579

48,2

3,86,3

682,0

0,52,3

8,681

"B" C

apita

l Wor

k-in

-Pro

gres

s84

,54,

86,9

700

00

00

80,4

8,04

,645

84,5

4,86

,970

0

-84,

54,8

6,97

0

"C" F

IGUR

ES F

OR1,

72,4

7,25

,417

1,57

,76,

27,2

612,

45,6

8,65

,708

39,6

8,52

,079

5,47

,74,

947

45,1

6,27

,026

1,30

,57,

19,2

241,3

2,78,7

3,338

2,00

,52,

38,6

81

CUR

RENT

YEA

R : `

(A+B

)-8

4,54

,86,

970

"D" F

IGUR

ES F

OR1,6

8,29,1

7,892

4,18,0

7,525

1,72,4

7,25,4

1737

,71,98

,668

1,96,5

3,410

39,6

8,52

,079

1,29,5

5,65,2

971,3

0,57,1

9,224

1,32,7

8,73,3

38

PRE

VIOU

S YEA

R : `

PART

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Dated : 18th June, 2018Place : Chandigarh

57

NOTE 1.2 : NON-CURRENT INVESTMENTS

As at As at As at 31st March, 2018 31st March, 2017 01st April, 2016

` ` `

Redeemable Non-Convertible Debentures (at fair value)Trade (Quoted)-IFCI Ltd. (200 debentures) 2,03,000 2,05,110 2,08,600

TOTAL ` 2,03,000 2,05,110 2,08,600

NOTE 1.3 : OTHER NON-CURRENT ASSETS


` ` `

(Unsecured considered good - unless otherwise stated)

Advance -For Capital Goods 2,68,95,000 10,38,79,992 5,33,00,218

Deposits with GovernmentDepartments & Other Agencies 19,91,584 19,91,584 34,91,584

TaxesMAT Credit Entitlement 3,82,72,084 2,31,47,539 2,84,40,309

Pre-operative Expenses (pending capitalisation)-Balance brought forward 36,35,81,907-Add : Additions during the year 11,44,50,736 47,80,32,643-Less : Capitalised during the year 47,80,32,643 0 36,35,81,907 22,02,33,300

TOTAL ` 6,71,58,668 49,26,01,022 30,54,65,411



Place : Chandigarh

58

NOTE 1.4 : INVENTORIES


` ` `

(As taken, valued & certified by the management) Raw Material 79,34,830 0 0 Work-in-Progress 1,81,61,800 1,79,43,940 49,12,020 Finished Goods etc. 59,50,66,100 16,05,85,290 31,72,94,020

Stores & Spares etc. 2,24,77,980 1,60,90,010 1,84,49,030

TOTAL ` 64,36,40,710 19,46,19,240 34,06,55,070


NOTE 1.5 : TRADE RECEIVABLES


` ` `

(Unsecured considered good - unless otherwise stated).1.5.1 Exceeding six months 21,00,20,485 20,75,04,958 19,55,11,7581.5.2 Others 40,23,98,370 17,92,45,180 3,97,44,122

TOTAL ` 61,24,18,855 38,67,50,138 23,52,55,880

NOTE 1.6 : CASH AND CASH EQUIVALENTS


` ` `Balance with bankscurrent accounts 2,57,11,876 2,39,44,631 1,98,16,657

Cash balance 19,61,506 18,76,920 2,94,54,599

TOTAL ` 2,76,73,382 2,58,21,551 4,92,71,256


Place : Chandigarh

59

NOTE 1.7 : BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS


` ` `

Fixed Deposits * 1,25,97,433 2,28,04,955 2,16,55,595

TOTAL ` 1,25,97,433 2,28,04,955 2,16,55,595

* Fixed Deposit with Punjab & Sind Bank is pledged as security for guarantee in favour of Haryana Renewable Energy Development Agency and Fixed Deposit with Union Bank of India is pledged as security for term loan from Bank.



NOTE 1.8 : OTHER CURRENT FINANCIAL ASSETS


` ` `

Taxes 1,36,003 1,99,554 1,87,728

Staff Advance 6,02,474 12,52,560 6,88,050

TOTAL ` 7,38,477 14,52,114 8,75,778

NOTE 1.9 : OTHER CURRENT ASSETS


` ` `

Advance for Supplies & Services 40,92,61,154 86,92,89,979 86,75,18,497Prepaid Expenses 37,39,258 21,38,628 20,39,519

Balances with Statutory/Revenue Authorities 10,800 27,09,773 18,76,915

Others 4,53,27,937 5,06,18,107 5,56,07,896

TOTAL ` 45,83,39,149 92,47,56,487 92,70,42,827

60


NOTE 1.10 : SHARE CAPITAL


` ` `

1.10.1 Authorised-21,000,000 Equity shares of `

10/- each

(31st March, 2017 - 21,000,000; 01st April, 2016 21,000,000 Equity shares of ̀

10/- each) 21,00,00,000 21,00,00,000 21,00,00,000

-9,000,000 Redeemable Preference of ̀

10/- each (31st March, 2017 - 9,000,000; 01st April, 2016 9,000,000 Preference shares of ̀

10/- each) 9,00,00,000 9,00,00,000 9,00,00,000

1.10.2 Issued, Subscribed & Paid upEquity Share Capital-20,312,200 Equity shares of ̀

10/- each 20,31,22,000 Less:- Calls in arrear * 1,29,41,000 19,01,81,000 19,01,81,000 19,01,81,000

Preference Share Capital **-2,177,251 (12%) Redeemable, (Non-Cumulative), Preference shares of `

10/- each 2,17,72,510 2,17,72,510 2,17,72,510

TOTAL ` 21,19,53,510 21,19,53,510 21,19,53,510

* represents 2,588,200 Equity Shares @ ` 5 per share (refer note 4.3).

** due for redemption (refer note 4.3).

1.10.3 Details of Shareholders holding more than 5% equity shares as at year end

Equity shares of `

10/- each.

Name of the Shareholders Number % of Number % of Number % ofof Shares Shareholding of Shares Shareholding of Shares Shareholding

Renu Anand * 37,06,440 18.25 37,06,440 18.25 37,06,440 18.25Suvrat Khanna 21,15,240 10.41 21,15,240 10.41 0 0.00Taranbir Singh 21,15,240 10.41 21,15,240 10.41 0 0.00

ILife Medical Devices Pvt. Ltd. 15,00,000 7.38 15,00,000 7.38 15,00,000 7.38P.L. Lamba 11,33,400 5.58 11,33,400 5.58 11,33,400 5.58Rajiv Vashisth 0 0.00 0 0.00 21,48,500 10.58

TOTAL 1,05,70,320 52.03 1,05,70,320 52.03 84,88,340 41.79

* inclusive of 3,472,840 shares of Late Mr. Onkar Anand pending transfer in her name.

01st April, 201631st March, 2018 31st March, 2017


61


NOTE 1.11 : OTHER EQUITY


` ` `

Capital Reserve 3,73,95,013 3,73,95,013 3,73,95,013

Capital Redemption Reserve 4,88,45,220 4,88,45,220 4,88,45,220

DeficitStatement of Profit & Loss-Balance brought forward -17,41,612-Add : Net Profit/(Loss)

for the year -11,12,42,259-11,29,83,871

-Less : Adjustments * 45,56,28,750 -56,86,12,621 -17,41,612 -9,60,13,260

MAT Credit Entitlement-Balance brought forward 2,31,47,539

-Add : Additions during the year ** 1,51,24,545 3,82,72,084 2,31,47,539 2,84,40,309

TOTAL ` -44,41,00,304 10,76,46,160 1,86,67,282

* refer note 4.4** represent MAT Credit for the financial year 2016-2017.

NOTE 1.12 : NON-CURRENT BORROWINGS


` ` `1.12.1 Secured Term Loans-From : IREDA

-From : Bank

-Less : Installments due 66,66,667

-Less : Interest accrued

& due 72,04,325

-Less : Current Maturities 4,66,66,668 6,05,37,660 1,22,85,15,461 1,15,10,54,423 91,11,64,000

(refer note 1.17)

Soft Loan

-From : Bank 34,10,00,000 34,10,00,000 34,18,08,368

Vehicle Loan-From :Bank 1,20,611-Less : Current Maturities 1,20,611 0 1,56,95,15,461 1,20,611 4,61,459 (refer note 1.17)

1,24,88,92,7724,01,60,349

1,28,90,53,121


62

1.12.2 Unsecured

From : Bank 11,11,14,335 11,11,14,335 0From : Others 12,65,79,982 23,76,94,317 12,43,16,065 12,79,90,000

TOTAL ` 1,80,72,09,778 1,72,76,05,434 1,38,14,23,827




` ` `

1. Term Loans from Indian Renewable Energy Development Agency Ltd. (IREDA) are secured by first charge, on all the fixed assets of the Company (situated at Village Banondi, Tehsil Naraingarh, Distt. Ambala, Haryana & elsewhere) both present & future, on pari-passu basis with GOI (SDF) for its term loan, exclusive charge on receivables of power from Bagasse/Biomass based cogeneration project & other monies credited/to be credited in TRA of the Borrower and also lying or held wherever else and equitable mortgage by deposit of title deeds of immovable properties of the Company.The said loans are also secured by personal guarantee of Mrs. Renu Anand & Mr. Jitendra Anand (ex-directors), of the Company.

T he rate of interest on the loan ranges from 12.50% to 15.00% per annum.

2. Term Loan from Union Bank of India is secured by first charge, on current assets (except sugar stock) of the Company, second charge on fixed assets of the Company (situated at Village Banondi, Tehsil Naraingarh, Distt. Ambala, Haryana & elsewhere) and lien on the DRC of ̀ 50.00 lakh. The said loan is also secured by personal guarantee of Mrs. Renu Anand & Mr. Jitendra Anand (ex-directors) of the Company.

The rate of interest on the loan is 15.00% per annum. 3. Soft Loan from The Ambala Central Cooperative Bank Ltd. is secured by i) first charge on sugar stock

equivalent to the instalment of loan/interest due in that crushing season with 20% margin ii) 1st/2nd charge on 64 acres land of the Company (situated in Village Natwal, Toda and Naya Gaon in District Panchkula) iii) 1st/2nd charge on land and building of a Company in which one of the ex-director/relative of ex-director are interested iv) agriculture land/residential plot in the name/joint name of the directors of the Company.

The said loan is also secured by personal guarantee of one of the ex-director and relative of the ex-director of the Company.

The rate of interest on the loan is 11.00% per annum. 4. Vehicle Loan from ICICI Bank is secured against hypothecation of specified vehicle.

Notes :

63


NOTE 1.13 : OTHER NON-CURRENT FINANCIAL LIABILITIES


` ` `

Security Deposits-From: Farmers, suppliers/

contractors etc. 9,24,104 9,24,104 9,24,104-From: Dealers 22,05,689 31,29,793 20,15,689 16,90,689

Retention Money 70,44,303 70,68,448 72,94,303

TOTAL ` 1,01,74,096 1,00,08,241 99,09,096

NOTE 1.14 : NON-CURRENT PROVISIONS

Non-CurrentGratuity-Balance brought forward 87,80,135-Add : Current year's provision 20,78,216 1,08,58,351-Less : paid during the year 1,46,989

Leave Encashment-Balance brought forward 30,46,446-Add : Current year's provision 7,04,266 37,50,712-Less : paid during the year 2,81,558

TOTAL `

NOTE 1.15 : OTHER NON-CURRENT LIABILITIES

AdvanceFrom Customer

TOTAL `

As at 31st March, 2018

`

1,07,11,362

34,69,154

1,41,80,516


`

71,97,14,634

71,97,14,634


`

87,80,135

30,46,446

1,18,26,581


`

71,97,14,634

71,97,14,634

As at 01st April, 2016

`

55,90,721

19,33,431

75,24,152


`

71,97,14,634

71,97,14,634


64

NOTE 1.16 : TRADE PAYABLES

For Supplies & Services

TOTAL `

NOTE 1.17 : OTHER CURRENT FINANCIAL LIABILITIES

Current Maturitiesof Long-term debts(refer note 1.12)

Installments due

Interest accrued & due

Creditors For Capital Goods

Taxes & Expenses Payable

Tax deducted at source

Other Liabilities

TOTAL `


`

1,00,21,08,151

1,00,21,08,151


`

4,67,87,279

66,66,667

10,90,50,129

2,83,94,174

1,99,87,321

11,23,739

4,21,65,150

25,41,74,459


`

9,53,53,585

9,53,53,585


`

2,70,08,012

1,13,31,230

2,70,11,425

53,17,539

87,99,035

4,76,763

4,01,99,129

12,01,43,133


`

34,00,61,943

34,00,61,943


`

1,13,17,597

0

5,63,55,688

53,83,739

1,05,29,397

4,36,934

4,91,59,863

13,31,83,218


NOTE 1.18 : OTHER CURRENT LIABILITIES


`

Advance From Customers 34,58,49,937

TOTAL ` 34,58,49,937


`

34,94,55,711

34,94,55,711


`

34,12,12,418

34,12,12,418


65

NOTE 1.19 : CURRENT PROVISIONS


`

Excise Duty 0

Workmen's Compensation 2,40,00,000

Gratuity-Balance brought forward 72,126-Add : Current year's provision 20,327 92,453

Leave Encashment-Balance brought forward 7,97,805-Add : Current year's provision 3,39,530 11,37,335

TOTAL ` 2,52,29,788

NOTE 1.20 : CURRENT TAX LIABILITIES


`

Current Tax (MAT) 0

TOTAL ` 0


`

93,21,075

0

72,126

7,97,805

1,01,91,006


`

1,51,24,540

1,51,24,540


`

1,74,14,299

0

4,74,090

2,39,594

1,81,27,983


`

0

0



66

NOTE 2.1 : REVENUE FROM OPERATIONS

` ` ` `

Sales-Sugar 1,54,78,05,155 1,88,48,86,285-Molasses 7,98,48,341 9,13,58,383-Bagasse 1,45,430 56,85,681

-Power 10,46,10,687 1,73,24,09,613 0 1,98,19,30,349

-Less : Excise Duty 1,35,86,229 * 10,19,17,785

TOTAL ` 1,71,88,23,384 1,88,00,12,564

* net of previous year's provisions of Excise Duty ( ` 1,359,619/-).

NOTE 2.2 : OTHER OPERATING REVENUES

` `

Sale (Press Mud) 3,23,261 24,63,021Farming Income (Net) 11,18,371 25,259Miscellaneous 29,34,025 51,11,327

TOTAL ` 43,75,657 75,99,607

NOTE 2.3 : OTHER INCOME

` `

Interest earned 13,60,032 18,86,741

TOTAL ` 13,60,032 18,86,741

31st March, 2017For the year ended

For the year ended

For the year ended

31st March, 2018

31st March, 2017

For the year ended

For the year ended

For the year ended31st March, 2018




67


NOTE 2.4 : COST OF MATERIALS CONSUMED

` ` ` `

For the year ended31st March, 201731st March, 2018

For the year ended

Opening Stock 0 0Add : Purchases 1,97,53,05,193 1,97,53,05,193 1,40,27,44,883 1,40,27,44,883

Less : Closing Stock 79,34,830 0

TOTAL ` 1,96,73,70,363 1,40,27,44,883

NOTE 2.5 : CHANGES IN INVENTORIES

` ` ` `

Stock at Commencement-Work-in-Progress 1,79,43,940 49,12,020-Finished Goods 16,05,85,290 17,85,29,230 31,72,94,020 32,22,06,040

Stock at Close-Work-in-Progress 1,81,61,800 1,79,43,940-Finished Goods 59,50,66,100 61,32,27,900 16,05,85,290 17,85,29,230

TOTAL ` -43,46,98,670 14,36,76,810

NOTE 2.6 : EMPLOYEE BENEFITS EXPENSE

` ` ` `Salaries & Wages(salaries & wages, leave encashment & bonus) 6,08,52,371 4,93,18,683

Contribution to :-Provident Fund 33,76,926 25,67,269

Other benefits :-Staff Welfare 32,90,959 24,93,309-Gratuity 17,31,474 50,22,433 13,84,032 38,77,341

TOTAL ` 6,92,51,730 5,57,63,293

For the year ended For the year ended31st March, 2018 31st March, 2017

31st March, 201731st March, 2018For the year ended For the year ended


68


NOTE 2.7 : FINANCE COSTS

` ` ` `

For the year ended For the year ended31st March, 201731st March, 2018

Interest 2,83,11,170-Banks 4,26,04,612-Others 3,71,57,442 7,97,62,054

Bank Charges1,90,914 1,04,257

TOTAL ` 7,99,52,968 2,84,15,427

NOTE 2.8 : OTHER EXPENSES

` ` ` `Other Operating Expenses-Consumable Stores 1,60,63,574 1,08,46,969-Packing Material 2,26,37,520 1,58,36,158-Power & Fuel 1,28,36,521 63,27,717

-Others 1,42,23,222 6,57,60,837 89,36,878 4,19,47,722

Rent 26,83,554 19,61,384

Repairs & Maintenance-Building/Electricals 98,56,812 83,47,177-Machinery & Equipment 5,92,26,429 4,24,11,727-Computers 3,46,881 80,512

-Vehicles 30,74,481 7,25,04,603 25,38,969 5,33,78,385

Insurance 24,31,027 23,51,903

Rates & Taxes 22,74,712 18,05,908

Miscellaneous Expenses-Other Administrative Expenses * 1,90,66,697 1,24,82,137

-Travelling & Conveyance 16,52,827 Directors 0 Staff/Others 79,12,923 79,12,923

-General Charges 1,14,44,754 43,16,066

-Selling & Distribution Expenses 47,10,293 72,38,898

-Workmen's Compensation 2,40,00,000 6,71,34,667 0 2,56,89,928

Payments to Auditor 2,20,000 2,20,000

TOTAL ` 21,30,09,400 12,73,55,230

* inclusive of Legal & Professional Charges ( ` 18,075,374/-).

31st March, 2017For the year ended For the year ended

31st March, 2018


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ATIO

N

FA

CTO

RTO

TAL

W.D

.V.

A

S O

N

31.0

3.20

18

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(6 x

7=8

)(9

)

PART

ICU

LAR

S


"F"

Vehi

cles

bal

ance

bro

ught

for

war

d

-bef

ore

01.0

4.20

1429

.67

-42

,10,

908

1212

,49,

376

-aft

er 0

1.04

.201

431

.23

-33

,70,

118

1210

,52,

488

-Add

itio

ns d

urin

g th

e ye

ar31

.23

May

, 20

177,

69,3

8610

2,00

,233

31.2

3De

c.,

2017

6,54

,161

351

,074

25,5

3,17

10.

4110

,37,

883

79,6

6,69

0

TOTA

L `

90,0

4,57

3TO

TAL

`2,

64,3

4,85

248

,92,

76,2

41

* G

rant

-in-

Aid.

Not

e :

Effici

ency

Lev

el

= Ca

ne C

rush

ed/

(day

s w

orke

d x

inst

alle

d ca

paci

ty)

x 10

0=

5,93

5,00

9*10

0/(1

67*4

0,00

0)88

.85

Utili

sati

on F

acto

r =

(No.

of

oper

atio

nal d

ays

/ No

. of

day

s in

a y

ear)

=

16

7/36

50.

46

Effici

ency

Lev

el *

Uti

lisat

ion

Fact

or/1

00=

0.41

Depr

ecia

tion

(on

act

ual

wor

king

day

s/uti

lisat

ion)

has

bee

n p

rovi

ded,


CO

MPU

TAT

ION

OF D

EPR

EC

IAT

ION

(SU

GA

R P

LA

NT

)O

N W

RIT

TEN

DO

WN

VA

LU

E M

ET

HO

D (

CO

MPA

NIE

S A

CT,

2013)

AS A

T 3

1ST M

AR

CH

, 2018

72


RATE

(%)

MONTH

OF

ADDITION

W.D.V./

COST OF

ADDITION

NUMBER

OF

MONTHS

DEPRECIATION

AMOUNT

W.D.V.

AS ON

31.03.2018

(1) (2) (3) (4) (5) (6)

"A" Building

(Factory)

-Additions during the year 9.50 Dec., 2017 22,84,94,153 3 54,26,736 22,30,67,417

TOTAL ` 22,84,94,153

"B" Machinery

balance brought forward

-Additions during the year 7.22 Dec., 2017 1,26,94,38,169 3 2,29,13,359 1,24,65,24,810

TOTAL ` 1,26,94,38,169

TOTAL ` 2,83,40,095 1,46,95,92,227

Notes:

1. Depreciation has been provided on written down value method, pro-rata on month end balances as per the useful life as specified in Schedule II of the Companies Act, 2013.

2. Depreciation on additions, during the year, has been calculated on month end balances.

PARTICULARS


73

Annual Report 2017-18R

AT

E

(%

)

W.D

.V.

AS O

N

01.

04.

2017

BEFO

RE

30.

09.

2017

AFT

ER

01.

10.

2017

TO

TA

L

LESS:

DEPR

EC

IAT

ION

W.D

.V.

A

S O

N

31.

03.

2018

Tangib

le A

ssets

Buildin

gs

-Fact

ory

10

1,4

1,2

8,5

40

00

1,4

1,2

8,5

40

14,1

2,8

54

1,2

7,1

5,6

86

-Non-F

act

ory

52,2

0,5

3,6

84

00

2,2

0,5

3,6

84

11,0

2,6

84

2,0

9,5

1,0

00

Furn

iture

& F

ixtu

res

10

25,5

1,7

44

15,5

50

41,8

00

26,0

9,0

94

2,5

8,8

19

23,5

0,2

75

Pla

nt

& M

ach

inery

-Mach

inery

15

7,8

8,4

4,4

35

07,7

4,8

9,0

62

15,6

3,3

3,4

97

1,7

6,3

8,3

45

13,8

6,9

5,1

52

-Equip

ment

15

12,3

4,7

29

1,3

0,5

00

4,7

2,2

53

18,3

7,4

82

2,4

0,2

03

15,9

7,2

79

-Com

pute

rs40

1,8

3,6

98

13,3

50

1,0

8,8

77

3,0

5,9

25

1,0

0,5

95

2,0

5,3

30

-Vehic

les

15

49,1

1,2

26

7,6

9,3

86

6,5

4,1

61

63,3

4,7

73

9,0

1,1

54

54,3

3,6

19

TO

TA

L `

12,3

9,0

8,0

56

9,2

8,7

86

7,8

7,6

6,1

53

20,3

6,0

2,9

95

2,1

6,5

4,6

54

18,1

9,4

8,3

41

Note

s :

1.

Depre

ciati

on h

as

been p

rovi

ded o

n,

wri

tten d

ow

n v

alu

e m

eth

od,

as

per

the r

ate

s sp

eci

fied in t

he Inco

me T

ax

Act

, 1961.

2.

Depre

ciati

on o

n a

ssets

bough

t d

uri

ng

the y

ear

and,

use

d f

or

less

than 1

80 d

ays

has

been r

est

rict

ed t

o 5

0% o

f th

e

rate

s sp

eci

fied in t

he Inco

me T

ax

Act

, 19

61.

PA

RT

ICU

LA

RS

AD

DIT

ION

S


74


RATE (%) ADDITIONS DEPRECIATION

W.D.V.

AS ON

31.03.2018

(after 01.10.2017)

Tangible Assets

Buildings

-Factory 10 22,84,94,153 1,14,24,708 21,70,69,445

Plant & Machinery

-Machinery 40 1,26,94,38,169 25,38,87,634 1,01,55,50,535

TOTAL ` 1,49,79,32,322 26,53,12,342 1,23,26,19,980

Notes : 1. Depreciation has been provided on, written down value method, as per the rates specified in the Income Tax Act, 1961.

2. Depreciation on assets bought during the year and, used for less than 180 days has been restricted to 50% of the rates specified in the Income Tax Act, 1961.

PARTICULARS


75


NOTE 4.19 : DEFERRED TAX ASSETS/(LIABILITY)

PARTICULARS AMOUNT TOTAL

` `A Deferred Tax Assets

Carry Forward Losses

-Business Loss 14,48,93,172

-Unabsorbed Depreciation 34,21,81,570 48,70,74,742

Depreciation

-As per Financial Statements 5,47,74,947

-As per Income Tax Act, 1961 28,69,66,996 -23,21,92,049

Expenses

-Provision for Workmen's Compensation

u/s 37(1) of the Income Tax Act, 1961 2,40,00,000

-u/s 43B of the Income Tax Act, 1961

(Not paid till date)

Interest Accrued & Due 7,70,09,614

Cane Purchase Tax 88,82,995

Welfare Fund 9,830

Leave Encashment 10,43,796

Bonus 19,40,429 8,88,86,664

-u/s 40A (7) of the Income Tax Act, 1961

Provision for Gratuity 20,98,543 36,98,67,900

B Deferred Tax Liability

Expenses

-u/s 43B of the Income Tax Act, 1961

(Paid during the year)

Interest Accrued & Due 93,00,000

Excise Duty 66,11,302


Bonus 16,31,286

Gratuity 1,46,989 1,79,71,135

Net Deferred Tax Value 35,18,96,765

Deferred Tax Assets @ 33.063% 11,63,47,627

Or say 11,63,47,630

Add : Opening Balance (Deferred Tax Assets) 21,38,580

Closing Balance 11,84,86,210

Or say 11,84,86,210

76


` `Advance

For Capital Goods

Bhushan Enterprises 1,05,00,000

Sai Sidha Sugar Equipments Engineers Co. Pvt. Ltd. 1,30,80,000

Indiana Machine Tools 15,00,000

National Heavy Engineering Co-operative Ltd. 10,65,000

Sudhir Genset Ltd. 7,50,000 2,68,95,000

Deposits

with Government Department

& Other Agencies

For Electricity

with Haryana Vidyut Prasaran Nigam Ltd. 3,42,500

with Uttar Haryana Bijli Vitran Nigam 4,98,334

with HAREDA 10,00,000 18,40,834

For Telephones & Communication

with Escotel Mobile Communications Ltd. 18,000

with Spice Telecom Ltd. 3,000 21,000

Others

with Haryana State Pollution Control Board 20,000

with Cane Commissioner, Haryana 20,000

with Hindustan Petroleum Corpn. Ltd. 2,350

with Food Department, Haryana 1,000

with United Traders 20,000

with Bharat Petroleum Corpn. Ltd. 18,600

with National Fertilizer Ltd. 25,000

with Zee Turner (For Zee T.V.) 8,000

with Rashtriya Gas Sewa 14,800 1,29,750 19,91,584

Taxes

MAT Credit Entitlement 3,82,72,084

TOTAL ` 6,71,58,668

DETAILS OF OTHER NON-CURRENT ASSETS AS ON 31ST MARCH, 2018


77

Sunder Das 1,90,260

Surinder Arora Enterprises 4,80,375

Tarlok Chand 7,91,974 40,23,98,370

TOTAL ` 61,24,18,855

Satish General Store 3,91,860

SK Enterprises 2,86,335

SS Enterprises 6,40,500

Ram Bilas Pawan Kumar 4,64,363

Rohit Traders 17,80,080

Sacha Sauda 14,29,743

NK Trading Co. 2,40,188

Om Traders 25,50,240

Rajesh Trading Co. 82,620

MM Trading Co. 2,56,200

Monu Rahi & Co. 2,37,825

Narsingh Das Sita Ram 4,92,605

Jyoti Sales Corporation 1,72,232

Kanhiya Lal Madho Ram 1,12,38,817

Maha Maya Kiryana Store 1,59,600

Haryana Vidyut Prasaran Nigam Ltd. 10,46,10,687

Jagdish Lal Sandeep Kumar 6,72,945

Jindal Trading Co. 1,44,113

Gaurav Trading Co. 4,80,375

GG Nutrition 2,40,188

Hansh Raj Ramesh Kumar 1,60,125

Esoteric Trading Pvt. Ltd. 26,31,46,350

Ganesh Dass Nand Lal 4,81,950

Garg & Co. 65,35,015

Others

Ankush Enterprises 14,45,850

Consumer Mart 23,38,755

Daulat Ram Kasturi Lal 2,56,200



` `Exceeding six months

Hilight Enterprises 50,47,000

Mayank Enterprises 1,33,43,200

Rahul Sales Ltd. 19,16,30,285 21,00,20,485

78



` `

Cash and cash equivalents

Balance with banks

current accounts

-with Allahabad Bank

Account no. - I 12,685

Account no. - II 34,762

Account no. - III 1,04,036 1,51,483

-with Axis Bank 94,55,459

-with Punjab National Bank 7,772

-with Punjab & Sind Bank 13,198

-with State Bank of India


Account no. - II 1,05,493 1,28,269

-with Union Bank of India


Account no. - II 4,01,056 4,16,302

-with ICICI Bank 53,85,523

-with IDBI Bank 18,197

-with Oriental Bank of Commerce 8,313

-with The Ambala Central Cooperative Bank Ltd. 1,01,27,324

-with Corporation Bank 36 2,57,11,876

Cash balance

Cash in hand 19,61,506

TOTAL ` 2,76,73,382

79


` `Taxes

Tax deducted at source 1,36,003

Staff Advance

Charanjit Pal Singh 30,000

Chhote Lal 3,000

Deep Chand 3,000

Gurpal Singh 3,311

Jang Bahadur 18,160

Kamaljeet Singh 1,245

KK Sharma 57,840

Manjeet Singh 278

Manoj Kumar Singh 63,217

Pradeep Singh 2,00,000

Ravi Kumar 11,681

Sanjay Kumar 5,000

Sanjeev Kumar 4,449

Satish Kumar 1,520

Satpal Singh 1,35,000

Satyaveer Singh 4,000

Sukhbir Singh 10,000

Suman Kumar 33,565

Vijay Kumar 8,000

Virender Singh 4,680

Vishavjeet Kajal 4,528 6,02,474

TOTAL ` 7,38,477


80



` `Advance for Supplies & Services

ACC Concrete Ltd. 10,860

Aircon Engineers 20,891

Ashoka Insulations Co. 2,05,000

Balaji Rubbers 74,039

Bankey Bihari Packaging Pvt. Ltd. 5,102

Bharat Petroleum Corporation Ltd. 23,852

Bhushan Enterprises

C&I Calibrations Pvt. Ltd. 46,400

Continental Conveyors Pvt. Ltd. 1,094

Gm Cache Lubricants Pvt. Ltd. 3,705

Gmax Technologies 1,83,000

Himani Boiler & Pressure Equipments 10,000

Indian Oil Corporation Ltd. 35,408

Kamal Singh 50,278

Kavitsu Transmissions Pvt. Ltd. 45,231

Modern Engineers 31,699

National Fertilizers Ltd. - Nangal 14,354

National Fertilizers Ltd. - Panipat 48,660

Nikunj Metals 30,000

North Street Cooling Towers Pvt. Ltd. 14,899

Risansi Industries Ltd. 1,417

Rahul Sales Ltd. 36,45,07,280

R.K. Control Instruments Pvt. Ltd. 249

R.K. Power 4,33,296

Satech Vidyut Automation Epc LLP 3,80,550

Satish Kumar 3,22,550

Shri Chamunda Fabricators 51,151

SJ Industries 1,08,337

Spray Engineering Devices Ltd. 42,512

Subhash Chander Adarsh Kumar 7,500

Surya Balaji Co. 20,000

Techno Drop Multilube Systems 9,984

Thermax Ltd. 15,000 36,67,54,298

Farmers 4,25,06,856 40,92,61,154

Prepaid Expenses

Insurance 37,22,121

Rates & Taxes 17,137 37,39,258

Balanceswith Statutory/Revenue Authorities 10,800

81


Others

Amount Recoverable

From : Income Tax Department

-For the assessment year 2009-2010 66,587

-For the assessment year 2015-2016 1,48,150

-For the assessment year 2016-2017 1,87,730 4,02,467

(on account of refund)

From : Non-Banking Financial Companies

-Reliance Capital Ltd. 6,349

-Kotak Mahindra Prime Ltd. 78,879 85,228

(on account of tax deducted at source)

Others

-Hem Raj

(Car & cane imprest) 2,41,21,686

-N.C.R. Developers

(Land & Building) 20,00,000

-Amit Electricals

(Damages & Penalty) 49,60,947

-Haryana State Government

(on account of difference in levy sale price) 1,00,197 3,11,82,830

Deposits

-Sales Tax 98,12,631

-Amit Electricals 5,00,000 1,03,12,631

(under protest - with Delhi High Court)

-Local Area Development Tax (with Haryana State Government) 14,91,098 1,18,03,729

From : Directorate of Sugar

(Interest subvention) 11,33,445

From : Excise & Custom Department

-Excise Duty 2,48,500 *

-Service Tax 4,71,738 * 7,20,238 4,53,27,937

(deposit under protest)

TOTAL ` 45,83,39,149

* Company has preferred appeals with CESTAT, New Delhi

82



` `

Secured

Term Loans

From : Indian Renewable Energy Development

Agency Ltd.

Account I 4,51,00,000

Account II

Account III 1,24,88,92,772

Less: Current maturities 2,00,00,000

Less : Interest accrued & due 70,43,978 2,70,43,978 1,22,18,48,794

From : Bank

-Union Bank of India 4,01,60,349

Less: Current maturities 2,66,66,668

Less : Interest accrued & due 1,60,347

Less : Installments due 66,66,667 3,34,93,682 66,66,667 1,22,85,15,461

Soft Loan

From : Bank

-The Ambala Central Cooperative Bank Ltd. 34,10,00,000

Vehicle Loan

From :Bank

-ICICI Bank 1,20,611

Less : Current maturities 1,20,611 0 1,56,95,15,461

Unsecured

From : Bank

The Ambala Central Cooperative Bank Ltd. 11,11,14,335

From : Others

Renu Anand 12,65,79,982 * 23,76,94,317

TOTAL ` 1,80,72,09,778

* ex-Director of the Company.

99,67,48,794

20,70,43,978

83


PARTICULARS AMOUNT TOTAL` `

Security DepositsFrom: Farmers, Suppliers/Contractors etc.-Mam Chand 6,00,000-Rajesh Bhardwaj 3,24,104 9,24,104

From: Dealers-Ashok Kumar (Fatehpur) 1,00,000-Ashok Kumar (Sugar Cont) 1,00,000-Balkar Singh 1,00,000

-Barkha Ram 15,000-H.P. Civil Supplies Corporation 50,000-Hem Raj 1,00,000

-Jagdev Singh 50,000-Jai Bhagwan 1,00,000-Kamaljeet Singh (Kalpi) 1,00,000

-Kamaljeet Singh (Shakarpura) 1,00,000-Mangu Ram 1,00,000-Naresh Kumar 50,000

-Nazir 50,000-Others 4,90,689-Parmod Kumar 1,00,000

-Pawan Kumar 1,00,000-Praveen Kumar 50,000-Ran Singh 1,00,000

-Salin 1,00,000-Subhash Chand 1,00,000-Surinder Kumar 1,00,000

-Tara Singh 50,000 22,05,689 31,29,793

Retention Money-Ace Build Ltd. 27,00,000-Ashoka Foundry 39,600-B.R. World 50,521

-Bag Poly International Pvt. Ltd. 6,13,923-Bharat Rogan Co. 3,71,000-Engineering Corpn. 20,503

-Gogia Electrical 1,11,599-H.P. Civil State 3,254-Kay Bounet Engg. 15,50,000

-Mayur Industries 3,84,701-Nandwani Constructions 7,94,685-Nashik Electrical 69,390

-Odhi Electric 441-Shree Fastner 7,638-Shri Invironement 9,748

-Thermax Ltd. 2,82,500-Vishkarma Engineer 34,800 70,44,303

TOTAL ` 1,01,74,096

84


PARTICULARS AMOUNT

`

Advance

From : Customer

-Yathuri Associates 71,97,14,634

TOTAL ` 71,97,14,634

85



For Supplies & ServicesContractors

Ajay Water Proofing 37,055Ashok Kumar 9,32,971Ashok Kumar - Fatehpur 3,37,561

Balkar Singh - Hussaini 2,77,841Banarsi Dass Hp Centre 5,39,580Bhopal Singh - Noshera 4,43,782

Hem Raj - Manglai 6,84,034Jai Bhagwan - Gadhouli 5,38,406Jitender Kumar - Contractor 1,07,113

Kamaljeet Singh - Uplana 2,96,061Kiran Devi - Contractor 2,79,972Kulveer - Contractor 2,82,879

Labh Singh - Contractor 12,20,666Mangu Ram - Telheri 5,28,432Naresh Kumar - Kalyanpur 2,30,742

Nazir - Bijouli 3,25,512Parmod Kumar - Dhanouri 3,61,137Parveen Kumar-Taharpur 2,46,865

Pawan Kumar-Rasulpur 6,35,289Puna Ram-Contractor 1,01,271Rahul Fabricator 1,29,886

Ramesh Chand-Contractor 11,66,217Ran Singh - Kalpi 6,07,114Sss Solution Services 5,06,877

Subhash Chand - Sirasgarh 8,75,774Surender Singh - Shakarpura 3,31,437Surinder Kumar - Taharpur 2,918

Surinder Kumar-Kurali 2,28,637Tara Chand-Sherpur 5,14,007Unis Ali - Contractor 1,98,000 1,29,68,036

Suppliers

A Arora and Co. 99,512A.V. Enterprises 42,280Aay Cee Engineering Works 11,100

86


Ace Build Pvt. Ltd. 75,808Aero Insulations (India) 1,54,743Aeroflon Engineers Pvt. Ltd. 43,896

Ahmedabad Stock Exchange Ltd. 30,337Ajit Pal Singh Rajput 22,500Alankit Assignments Ltd. 19,237

Amar Singh 5,985Arhm Enterprises 3,41,822Arora Glass House 4,284

Avani Expo 3,94,199Azad Engineering Works 27,701Bag Poly Enterprises 7,34,019

Bala Ji Glass House 1,541Balaji Engineering Services 24,015Bansal Electricals 12,055

Brij Mohan Singh 28,310Ca Polytech Pvt. Ltd. 36,138Camway Concept 2,30,000

Central Agencies 19,252Chilltech Systems 2,51,935CRISIL Ltd. 2,39,293

Degraphics Advertising & Marketing 24,284Delhi Electric Company 10,21,897Delta Engineering 2,714

Dhanashree Agro Products Pvt. Ltd. 26,807Diftech India 5,98,674Divine Tubes Pvt. Ltd. 19,175

Doon Lime Industries 19,01,780Durga Electric Works 792Dynaspede Integrated System Pvt. Ltd. 85,381


Ecotech Services Inc. 1,66,165Enviro Care Engineers 2,000Faith Mercantile Pvt. Ltd. 3,41,427

87


Faith Mercantile Pvt. Ltd. - Ghaziabad 17,07,597Faith Mercantile Pvt. Ltd. 38,170Ferolite Jointings Ltd. 6,679

FICCI 50,562Global Canesugar Services Pvt. Ltd. 4,62,65,430Globe Electricals 69,903

Gupta Hardware Store 89,368Gupta Trading Co. 7,744Gurjit Singh 10,80,000

Harbir Automobile Pvt. Ltd. 4,447Hari Ram Syal & Co. 1,09,776Harlin Enterprises 8,19,231

Harry Rikhy 55,500Hi-Tech Engineers 3,69,086HP State Civil Supply 65,370

Industrial Agencies 4,24,550J.B. Pneumatics 20,533Jaggi Cement Store 24,045

Jai Sugtech (India) 2,83,200Jarum Plastics 34,16,276Jyoti Weighing Systems Pvt. Ltd. 29,925

Kamal Scientific Stores 1,12,705Kanwaljit Singh 1,600Karam Chand S/o Sh. Inder Ram 38,489

Kay Bouvet Engineering Pvt. Ltd. 4,07,909Kc Generator Hiring & Leasing Co. 6,52,800K.D. & Associates 2,37,600

Kiran Filling Station 3,84,132Kirloskar Electric Co. Ltd. 9,119Kochhar Canvas Store 31,828


Korwa Trading Co. 92,138Krohne Marshall Pvt. Ltd. 4,800Kundan Lal & Sons 1,64,125

88



Laboratory Instruments & Chemicals 3,359Mahendra Sales Corporation 11,421Mentor Capital Services Pvt. Ltd. 2,16,000

Metro Motors Pvt. Ltd. 2,000Mohindra Electrical Engineers 10,314N.F. Casting India 5,835

Namrata Marketing Agencies 1,68,872

Nandwani Constructions 13,84,557

Naunidh Singh Sethi 1,52,712

Nayyar Paint Store 44,990Nv Kalia Steel Industries 1,95,103Northland Avenues Pvt. Ltd. 30,000

Onyx Dynamic Balancing Services 911Padmashtdal Energy Services Pvt. Ltd. 55,700Paras Enterprises 81,907

Parul Ankur & Co. 66,100Parveer & Company 52,811Pradip Engineering Corporation 1,11,453

P.K. Vasudeva & Co. 35,400Pristine Industries Ltd. 47,63,717R.K. Stationers 21,064

Raj Polybags Pvt. Ltd. 28,09,859Rajukesh Industries 2,37,180Raman Sawhney 1,21,848

Raman Engineering Works 44,994Ridhi Sidhi Engineers 1,12,874Rohit Traders 15,94,282

Rotex Controls 9,262S.A. International 3,76,222Sacha Sauda 14,29,743

Sae Switchgears & Services 1,44,499Sagar Associates 11,13,604Sam Traders 6,51,139

89



Sant Ram 50,000Sehgal Sons 5,17,363Shakti Pumps 57,715

Sharan Radio & Electricals 25,331Sharma Electricals 92Shiv Ganga Fabrics 4,12,592

Shivalik Bricks Traders 31,500Shree Gee Chemicals 7,18,846Shamser Singh 2,207

Shri Chaman Sales Corporation 13,020Sitson India Pvt. Ltd. 1,90,40,320Som Nath Mukandi Lal 9,110

Sr Computers 17,246S.S Electro Engineers Pvt. Ltd. 93,301Sudershan Hardware Store 1,265

Svag Engineers 3,94,036Tarlok Chand Aggarwal 7,91,974The Lights & Beyond 3,540

The Mustafabad Cane Grower Co-operative Society Ltd. 3,92,727The Yamuna Syndicate Ltd. 4,61,202Triveni Sales Corporation 1,39,095

Unitech Enterprises 10,06,725Urjatherm Engineers 7,27,111Urjatherm Enterprises Pvt. Ltd. 3,922

Varun Pump (India) 65,810Vabros & Co. 30,000Vasudeva & Associates 35,400

Venus Carbonics 75,174Verma Sales Corporation 11,19,367Walchand Nagar Industries Ltd. 5,563 10,64,16,981

Due to Farmers(on account of cane price) 88,27,23,134

TOTAL ` 1,00,21,08,151

90


PARTICULARS AMOUNT`

Kanha Sales Corporation 1,31,57,000Neelkanth Traders 59,61,800Om Sales Corporation 50,56,000

R.K. Enterprises 20,77,390

Shree Kanha Enterprises 21,41,984

TOTAL ` 2,83,94,174


Taxes

IGST 19,56,787

Cane Purchase Tax 88,82,995 1,08,39,782

Employee Benefits ExpenseSalaries & Wages 62,07,716Bonus 19,40,429Provident Fund & Other Funds 9,10,879 90,59,024

Other ExpensesElectricity & Water Charges 76,458Telephones & Communication 12,057 88,515

TOTAL ` 1,99,87,321

PARTICULARS AMOUNT`

Due to Director 20,000

Due to Staff 68,862

Grant Received (From A.C.D.O.)-For Purchase of Fixed Asset 1,32,690

Sundry Acceptances 2,21,35,747

Cheques pending adjustment 1,98,07,851

TOTAL ` 4,21,65,150

91


PARTICULARS AMOUNT`

Sandeep Singh 20,000

TOTAL ` 20,000

PARTICULARS AMOUNT`

Jitendra Pal 20,139Kuldeep Singh 17,730Rakesh Kumar Sandilya 619

Vijay Kumar 14,733Vishnu Yadav 15,641

TOTAL ` 68,862


Cane Purchase Tax-earlier years 2,02,33,831-financial year 2016-2017 15,32,062 2,17,65,893

Unpaid Balances-Wages & Allowances 2,81,934-Bonus 87,920 3,69,854

TOTAL ` 2,21,35,747


Yathuri Associates 33,83,57,316OthersAhuja Barrel Supply Co. 29,410Brij Mohan Singh 4,90,716Dania Trading Co. 5,14,080

Haryana Distillery Ltd. 51,810Kaira District Corporation 48,509Narshing Dass & Sons 4,80,375

Nihal Chand Ram Lubhaya 4,72,500Raj Sugar 15,75,000R.K. Trading Co. 9,68,376

Singla Kiryana Store 17,440The Kalgidhar Trust 9,405Tirath Ram Sons & Co. 28,35,000 74,92,621

TOTAL ` 34,58,49,937

92


PARTICULARS AMOUNT

`

Salaries & Allowances 3,27,68,524

Wages & Allowances 2,48,59,622

Directors' Remuneration 2,40,000


Bonus 19,40,429

TOTAL ` 6,08,52,371

PARTICULARS AMOUNT

`

Medical Expenses 7,42,074

Staff Welfare 7,93,306

Uniform & Liveries 4,56,031

Festival Expenses 1,18,978

Canteen 11,80,570

TOTAL ` 32,90,959


` `Handling Charges etc.

-Cane 48,64,220

-Sugar 35,53,859 84,18,079

Others

-Horticulture/Farm Expenses 5,89,755

-Freight & Cartage 52,15,388 58,05,143

TOTAL ` 1,42,23,222

PARTICULARS AMOUNT

`

Printing & Stationery 6,56,876

Postage & Courier 68,618

Telephones & Communication 2,65,829

Legal & Professional Charges 1,80,75,374

TOTAL `

93

1,90,66,697


PARTICULARS AMOUNT

`

Watch & Ward 43,71,699

Miscellaneous Expenses 86,996

Charity & Donation 21,00,000

Newspaper & Periodicals 8,430

Amount written off

-Interest Subvention 48,77,629

TOTAL ` 1,14,44,754

PARTICULARS AMOUNT

`

Commission 23,77,952

Advertisement & Publicity 3,31,900

Packing & Forwarding 20,00,441

TOTAL ` 47,10,293

PARTICULARS AMOUNT

`Earnings attributable to

Equity Shareholders -11,08,73,080

Weighted Average of

outstanding Equity Shares (per ̀ ) 1,90,18,100

Equivalent Earnings per Equity Shares (5.83)

Basic Earnings per Equity Share

- ` 10 paid-up 5.88*10/10 (5.83)

- ` 5 paid-up 5.88*5/10 (2.91)

Note :

Computation of weighted average of outstanding Equity Shares

Particulars Number of Weighted Average

Shares no. of Equity Shares

Fully paid up Equity Shares 1,77,24,000 1,77,24,000

Partly paid up Equity Shares 25,88,200 12,94,100

Weighted Average of

outstanding Equity Shares 1,90,18,100

Note:

Diluted earnings per share have not been furnished since Company is not having any Potential Ordinary Equity Shares.

17,724,000*10/10

2,588,200*10/5

94

RELATED PARTY DISCLOSURES :

Disclosures as required by the Indian Accounting Standard - 24 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given below :

(As certified by the Management)

‘A’ Relationship

Key Management Personnel

Sandeep Singh Whole-time Director

Satinder Kaur Bedi Director

Yogesh Jain Director

Gurkirpal Singh Bedi Director

Ashwani Mittal Chief Financial Officer

Rangoli Aggarwal Company Secretary

‘B’ Aggregate amount of transactions, during the year, with the related parties

Key Management

S.No. Nature of Transactions Personnel

AMOUNT

`A) Expenditure

1. Salaries & Allowances 21,52,400

2. Bonus 14,000

3. Directors' Remuneration 2,40,000

B) Year end balances

1. Salaries & Allowances 1,50,839

2. Due to director 20,000

3 Bonus 14,000

GURKIRPAL SINGH BEDI SANDEEP SINGH

(Director) (Whole-time Director)

Dated : 18th June, 2018 ASHWANI MITTAL RANGOLI AGGARWAL

Place : Chandigarh (Chief Financial Officer) (Company Secretary)


NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2018

ANNEXURE 'A' TO NOTES TO ACCOUNTS [NOTE 4.16]

95

PROXY FORM NARAINGARH SUGAR MILLS LIMITED

Regd. Office: Village Banondi, PO. Shahzadpur, Tehsil Naraingarh, Dis�. Ambala(Haryana)

Folio No. …………………………...……

No. of shares …………………….......

I/ We……………………………………………………………………………….of ……………………………………………………………………

being member (s) of the above named company, hereby appoint ……………………………………………………………

or falling him/her…………………………………………………………………………..of………………………………………………………

as my /our proxy to a�end and vote for me/us on my/our behalf at 25th Annual General Mee�ng to the

Company to be held at Village Banondi, Tehsil Naraingarh, Dis�. Ambala (Haryana) on Friday 28th day of

September 2018 at 11:30 a.m. and at adjournment thereof.

Signed this………………………………….day of……………………………2018

Note: This proxy form duly completed should be deposited at the Registered Office of the Company not

later than 48 hours before the �me for holding the aforesaid meet ing.

------------------------------------------------------------------------------------------------------------------------------------------

ATTENDANCE SLIP

NARAINGARH SUGAR MILLS LIMITED Regd. Office: Village Banondi, PO. Shahzadpur, Tehsil Naraingarh, Dis�. Ambala(Haryana)

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HANDOVER AT THE ENTRANCE OF THE MEETING HALL

Name:___________________________________________________

Shareholder : ______________________________________________________________________

Proxy :_______________________________________________________________________________

I hereby record my presence at the 24th Annual General Mee�ng to the Company to be held at

Village Banondi, Tehsil Naraingarh, Dist t. Ambala (Haryana) on Friday 28th day of September 2018 at

11:30 a.m.

Signature of the Shareholder/ Proxy:_______________________________________________________

Regd. Folio Number

No. of Shares Held

25th - bombay stock exchange€¦ · 2. to appoint a director in place of mr. sandeep singh(din no:...

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