Your Directors hereby present the 61st Annual Report along
with Audited Accounts of the Company for the financial year ended March 31, 2025.
FINANCIAL RESULTS
(Rs. Crore)
| Sl. Particulars |
Financial Year |
| No. |
2024-25 |
2023-24 |
| 1. Profit before interest, depreciation, exceptional items
and tax |
132.96 |
122.88 |
| 2. Interest |
29.51 |
29.60 |
| 3. Depreciation |
33.50 |
35.30 |
| 4. Exceptional Items - Income (net) |
21.39 |
- |
| 5. Profit before tax (1-2-3+4) |
91.34 |
57.98 |
| 6. Tax expenses |
19.94 |
15.39 |
| 7. Profit/(Loss) for the year (5-6) |
71.40 |
42.59 |
| 8. Other Comprehensive Income |
(0.35) |
0.01 |
| 9. Total Comprehensive Income (7+8) |
71.05 |
42.60 |
*Exceptional items includes profit on sale of investment in
subsidiaries i.e. Siel Industrial Estate Limited and Siel Infrastructure and Estate
Developers Private Limited amounting Rs. 22.99 crore and impairment allowance on
investment in Mawana Foods Private Limited by Rs.1.60 crore.
TRANSFER TO RESERVES
No amount is transferred to the General Reserve.
DIVIDEND
Your directors are pleased to recommend a Final Dividend @ 10% i.e.
Rs.1/- per equity share of Rs.10/- each for the year ended March 31, 2025, subject to
approval of the shareholders at the ensuing Annual General Meeting (‘AGM'). This
final dividend is in addition to the Interim Dividend of Rs.3/- per equity share paid in
November 29, 2024.
OPERATIONS
SUGAR DIVISION
The sugarcane crush during season 2024-25 was 28.70 Lac Tons as
compared to 28.35 Lac Tons in the previous season. The entire cane dues of the farmers for
the season were paid within stipulated time.
DISTILLERY DIVISION
During the financial year 2024-25, 29657 KL (previous year 39405 KL) of
ethanol was produced. For the ethanol year 2024-25 (Nov 24 to Oct 25), the Company is
allocated by Oil Marketing Companies a supply of 33,801 KL of ethanol from B Heavy
Molasses.
SIGNIFICANT TRANSACTIONS
During the year under review, the following transactions were made:
i) . The Company has transferred its Equity and Preference
Shareholding in Siel Industrial Estate Limited (Siel IE), and Equity
Shares in Siel Infrastructure and Estate Developers Private Limited (Siel IED) for a total
consideration of Rs. 117 crore including repayment of loans aggregating to Rs. 9.50 crore
given by the Company to Siel IE.
ii) . The Company has purchased 1,32,77,049 (including four shares held
through Nominees) fully paid-up equity shares of Rs.10/- each from Usha International
Limited (UIL) held in Mawana Foods Pvt. Ltd. (MFPL) for a total consideration of Rs. 2.42
crore.
iii) . The Company has acquired the brand ‘MAWANA' (including
all Trademarks, all related Marks and Copyrights) from Usha International Limited (UIL)
for cash consideration of Rs. 5.75 crore.
SUBSIDIARY/ASSOCIATE COMPANIES
a) SUBSIDIARY COMPANIES
Siel Industrial Estate Limited (Siel IE) and Siel Infrastructure &
Estate Developers Pvt. Ltd (Siel IED) ceased to be subsidiaries of the Company w.e.f.
October 11, 2024.
b) ASSOCIATE/SUBSIDIARY COMPANY
Mawana Foods Private Limited (MFPL), an associate company, has become a
wholly owned subsidiary of the Company w.e.f. December 31, 2024.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company for the financial
year 2024-2025, are prepared in compliance with applicable provisions of the Companies
Act, 2013, (the Act) Accounting Standards and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) CHANGE IN DIRECTORSHIP:
Mr. Krishna Shriram (DIN-00031783), Director of the Company will retire
by rotation at the forthcoming Annual General Meeting (‘AGM') and being
eligible, offers himself for re-appointment.
Mr. Rakesh Kumar Gangwar (DIN-09485856) was appointed Managing Director
of the Company for a period of 5 (five) years and payment of remuneration for a period of
1 (one) year effective from August 13, 2024 and requisite approval of the shareholders has
been received.
All the Directors have made requisite disclosures under provisions of
the Company Act, 2013 and SEBI (LODR) Regulations, 2015.
(b) KEY MANAGERIAL PERSONNEL
During the financial year ended March 31, 2025, the following persons
were the Whole Time Key Managerial Personnel (KMP) of the Company in terms of Section 203
of the Act:
| Sl. No. Name |
Designation |
| 1. Mr. Rakesh Kumar Gangwar* |
Managing Director |
| 2. Mr. Dharam Pal Sharma** |
Whole Time Director |
| 3. Mr. Vikash |
Chief Financial Officer |
| 4. Mr. Ashok Kumar Shukla |
Company Secretary |
*Appointed as Managing Director of the Company w.e.f. August 13, 2024.
** Ceased as Whole Time Director of the Company w.e.f. August 12, 2024.
DECLARATION U/S 149 (6) OF THE ACT
All the Independent Directors (IDs) have provided requisite
declarations under the Companies Act and SEBI (LODR) Regulations, 2015, confirming that
they meet the criteria of independence as laid down under the Act/ Regulations.
All the Directors have confirmed that they are not disqualified to be
appointed as Directors, and they have not been debarred by SEBI to hold the office of
Director.
(c) BOARD/DIRECTORS' EVALUATION
The Board has carried out an annual evaluation of its own performance,
performance of its committees, and individual Directors as required under the provisions
of the Act and the Corporate Governance requirements prescribed by SEBI (LODR) Regulations
2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) the applicable accounting standards, along with proper explanation
relating to material departures, have been followed in the preparation of the Annual
Accounts,
b) sound accounting policies have been selected and applied
consistently and that the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year;
c) proper and sufficient care has been taken for the 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 fraud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) proper internal financial controls have been laid to be followed by
the Company and such internal financial controls are adequate and were operating
effectively; and
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
MEETINGS OF THE BOARD
During the financial year ended March 31,2025, five (5) Board meetings
were held. In case of urgent business, one (1) resolution was passed by circulation with
requisite majority. Compliance of various laws applicable to the Company was reviewed at
every meeting of the Audit Committee and the Board. The intervening gap between the
Meetings of the Board was within the period prescribed under the Act and the SEBI (LODR)
Regulations, 2015. The details of meetings held and attended by the Directors during the
year are provided in the Corporate Governance Report.
All statutory and other important items/ information were placed before
the Board for approval/review.
INTERNAL FINANCIAL CONTROLS
The Company has over the years evolved effective systems and procedures
to ensure internal financial controls in all its establishments to ensure orderly and
efficient conduct of its business, including adherence to Company's policies,
safeguarding of assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
information.
The Audit Committee evaluates the internal financial control system
periodically.
An effective communication/ reporting system operates between the Units
and Corporate Office to keep various establishments abreast of regulatory changes and
ensure compliances.
AUDITORS AND THEIR REPORT
a) STATUTORY AUDITORS
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm
Registration No:301003E/ E300005) was appointed Statutory Auditors of the Company at the
58th Annual General Meeting (‘AGM') of the Company held on September 29, 2022
for the second and final term of five consecutive years up to the conclusion of 63rd AGM
of the Company.
The Report given by the Auditors on the financial statements of the
Company for the Financial year ending March 31, 2025 is part of the Annual Report.
b) COST AUDITORS
The Board, on the recommendation of the Audit Committee, has approved
the appointment of M/s. Bahadur Murao Co., Cost Accountants, New Delhi (Firm Registration
No. 08) as Cost Auditors for conducting the audit of the cost records maintained by the
Company for Sugar, Industrial Alcohol and Co-gen for FY 2025-26.
The Cost Audit Report for the financial year ended March 31,2024 was
filed with the appropriate authorities within the prescribed time.
c) SECRETARIAL AUDITORS
The Board has, subject to the approval of the Shareholders, approved
the appointment of M/s Nirbhay Kumar & Associates (Peer Review Certificate No.
2441/2022), Practicing Company Secretaries, as Secretarial Auditor of the Company for a
term of five consecutive years commencing from financial year 2025-2026 to financial year
2029-2030.
The Secretarial Audit Report for the financial year ended March 31,
2025 is attached as Annexure - 1 of this Report.
PUBLIC DEPOSITS
The Company has not accepted any public deposits during the financial
year ended March 31, 2025.
RISK MANAGEMENT
The Company has a Risk Management Committee to identify, assess,
monitor and mitigate various risks to key business objectives. Major risks identified are
systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
AUDIT COMMITTEE
As of the date of this report, the Audit Committee comprises of four
Directors of which Mr. Satish Agrawal, Mr. Arun Kumar Kaul and Ms. Anuradha Dutt are
non-executive independent directors, and Mr. Krishna Shriram is non-executive
nonindependent director.
The details of terms of reference of the Audit Committee, number and
dates of meeting held, attendance, among others are given separately in the attached
Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
Board has constituted a Nomination & Remuneration Committee (NRC).
The details of terms of reference, number & dates of meeting held, attendance and
other details are given separately in the attached Corporate Governance Report. The Board
on the recommendation of NRC framed Nomination and Remuneration Policy for selection and
appointment of Directors, senior managerial personnel and their remuneration. The
aforesaid policy can be accessed on the Company's website: www.mawanasugars.com.
REMUNERATION POLICY
The Company has adopted a Remuneration Policy for executive and
non-executive directors and persons who are appointed in Senior Management and Key
Managerial positions and to determine their remuneration. The remuneration policy is
placed on the Company's website.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility (CSR)
Committee and has adopted a CSR policy. The Committee is primarily responsible for
formulating and recommending to the Board of Directors from time to time the CSR
activities and the amount of expenditure to be incurred on the activities pertaining to
CSR and monitoring CSR Projects. The CSR Policy of the Company has been placed on the
Company's website. During the year, the Company has not contributed towards CSR in
view of accumulated losses.
Annual Report on CSR as format prescribed under Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is enclosed as Annexure - 2.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, is enclosed as Annexure - 3 and forms
part of this Report.
PARTICULARS OF EMPLOYEES
The requisite information as required under the Act and the Rules made
thereunder in respect of employees of the Company is given in Annexure - 4 of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments by the Company are
given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
The Board has framed a Policy on related party transactions and placed
the same on the Company's website.
The related party transactions between the Company and the Directors,
Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the
financial statements in Notes to Financial Statements and compliance of Section 188(1) of
the Act have been duly made wherever applicable.
VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower
Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the
Company and other persons dealing with the Company to report to the Chairman of the Audit
Committee, any instance of unethical behavior, actual or suspected fraud or violation of
the Company's code of conduct. The aforesaid policy has also been uploaded on the
Company's website.
ANNUAL RETURN
A copy of Annual Return for the year 2023-24, is available on the
Company's web link www.mawanasugars.com/ annual- reports. The Annual Return for the
year 2024-25 will be uploaded after filing with the Registrar of Companies in due course.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2).
CORPORATE GOVERNANCE
Corporate Governance Report along with Auditors' certificate
thereon and Management Discussion and Analysis Report form part of this report are annexed
herewith and marked as Annexure - 5.
SHARE CAPITAL
During the financial year ended March 31,2025, the Company has not
issued any share capital with different voting rights, sweat equity or ESOP nor provided
any money to the employees or trusts for purchase of its own shares.
UNCLAIMED SHARES SUSPENSE ACCOUNT
The position regarding the unclaimed equity shares, transferred to the
Demat Suspense Account as required under SEBI (LODR) Regulations, is as under:
| Balance as on April 1, 2024 |
No. of Members who approached
the Company for transfer of shares and shares transferred from Suspense Account during the
year |
Balance as on March 31, 2025 |
| No. of holders |
No. of Shares |
No. of holders |
No. of Shares |
No. of holders |
No. of Shares |
| 6629 |
147525 |
7 |
225 |
6622 |
147300 |
The voting rights on the shares in the suspense account as on March 31,
2025 will remain frozen unless the rightful owners of such shares claim the shares.
ANTI-SEXUAL HARASSMENT POLICY
Pursuant to the "Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013" read with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has
constituted Internal Complaints Committees at all its workplaces. There has been no
complaint reported in this regard to any of the Committees.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by any regulatory
authority or courts or tribunals impacting the going concern status and the Company's
operations in future.
INDUSTRIAL RELATIONS
The Company continued to maintain harmonious and cordial relations with
its workmen in all its establishments.
ACKNOWLEDGEMENTS
The Directors acknowledge the co-operation, assistance and support
extended by Central Government, State Governments, Banks, Financial Institutions, Dealers,
Sugarcane farmers, Society at large, Vendors and valued shareholders of the Company. The
Directors also to place on record their appreciation for the all-round co-operation and
contribution made by the employees at all levels.
| For & on behalf of the Board of Directors |
|
|
Mawana Sugars Limited |
|
(Krishna Shriram) |
| Place : New Delhi |
Chairman of the Board |
| Dated : May 24, 2025 |
DIN: 00031783 |
|