Your Directors have pleasure in presenting the 35th Annual Report of the companytogether with audited accounts for the year ended 31st March 2019.
| || |
(Rs in lakhs)
| ||Financial Year |
|Financial Results ||2018-19 ||2017-18 |
|Profit for the year before depreciation ||15961.35 ||18198.47 |
|Less : Depreciation ||6677.49 ||6960.50 |
|Profit Before Tax ||9283.86 ||11237.97 |
|Less: Provisions: Current Tax ||1947.42 ||2399.20 |
|Deferred Tax ||(257.41) ||111.39 |
|Profit After Tax ||7593.85 ||8727.38 |
|Add : Surplus brought forward from previous year ||3905.06 ||4564.24 |
|Amount available for appropriation ||11498.91 ||13291.62 |
|Appropriations || || |
|Dividend paid on equity shares (for the respective previous financial year) ||1253.97 ||1567.46 |
|Tax on Dividend paid (for the respective previous financial year) ||257.76 ||319.10 |
|Transfer to General Reserve ||7500.00 ||7500.00 |
|Surplus carried over to Balance Sheet ||2487.18 ||3905.06 |
|TOTAL ||11498.91 ||13291.62 |
The Board recommended a dividend of Rs.10/- per equity share for the financial yearended March 2019. Payment is subject to approval of the shareholders at the ensuingAnnual General Meeting
Review of Operations
During the year under review the aggregate cane crush was 37.33 lakh tonnes comparedto 23.72 lakh tonnes in the previous year. The overall recovery was at 9.65%. Sugarproduction increased to 35.97 lakh quintals compared to 22.36 lakh quintals in theprevious year.
The Co-generation plants generated 464.98 million units of power and exported 317.77million units of power to grids compared to the generation of 295.88 million units andexport of 195.13 million units in the previous year.
During the year the distilleries produced 21.45 million B.Ltrs compared to theproduction of 18.64 million B.Ltrs in the previous year.
In the Granite Processing Unit 142748 square metres of Granite Slabs and 59775 squaremetres of Tiles were produced compared to production of 163857 square metres of GraniteSlabs and 30711 square metres of Tiles in the previous year.
Wind Mills generated 13.88 million units of power and exported 12.16 million units togrid compared to the generation of 15.38 million units and export of 13.41 million unitsin the previous year.
Prospects for the Current Year 2019 2020
In the current financial year it is estimated to crush 37 lakh tonnes of sugarcane inaggregate. Performance of co-generation plant will be based on bagasse availability in thesugar mills. It is estimated to produce 29 million
B. Litres of alcohol in the Distillery Units. The performance of Granite Divisionlargely depends on the mining policy of the Central/ State Governments.
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 read with the Articles ofAssociation of the Company Sri S V Balasubramaniam is liable to retire by rotation and heis eligible for re-appointment.
Sri E P Muthukumar (DIN : 00003740) Sri M P Vijayakumar (DIN : 05103089) Sri A KPerumalsamy (DIN : 00313769) and Sri T Gundan (DIN : 00624804) were appointed asIndependent Directors of the company at the 30th Annual General Meeting of the companyheld on 15th September 2014 for a consecutive period of five years (first term) and theyhold office as Independent Directors of the Company upto 14th September 2019.
Pursuant to Section 149(10) & (11) of the Companies Act 2013 the above IndependentDirectors are eligible for reappointment on passing of special resolutions by the companyand disclosure of such appointment in the Board's Report. Based on the performanceevaluation and the recommendation of the Nomination and Remuneration Committee necessaryspecial resolutions have been placed before the members for reappointment of Sri E PMuthukumar Sri M P Vijayakumar Sri A K Perumalsamy and Sri T Gundan as IndependentDirectors for a second term of 5 (five) consecutives years i.e. from 15.09.2019 to14.09.2024. In the opinion of the Board of Directors the Independent Directors fulfil theconditions specified in the Companies Act 2013 read with rules made thereunder and otherapplicable regulations. Continuance of above Directors would be beneficial to the Company.
The Company has devised a policy on director's appointment remuneration and forperformance evaluation of independent directors Board Committees and other individualdirectors which include performance evaluation of non-executive and executive directors
The details of programmes for familiarization of independent directors with thecompany their roles rights responsibilities in the company nature of the industry inwhich the company operations business models and related matters are placed on thewebsite of the company at the link http://www.bannari.com/
Particulars of Loans Guarantees or Investments
During the year the company has not made any loan or guarantee or investment orprovided any security under Section 186 of the Companies Act 2013
Conservation of Energy Technology Absorption
Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy Technology absorption ForeignExchange earnings and outgo as required to be disclosed under the Companies Act 2013 areprovided in Annexure I to this Report.
Particulars of Employees
The information as required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is furnished in Annexure II forming part of this Report.
In terms of proviso to Section 136 (1) of the Companies Act 2013 the Report andAccounts are being sent to the members excluding the information on employees as requiredunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the said information is available for inspection by the members at theRegistered Office of the Company during business hours on all days except Sundays andpublic holidays upto the date of Annual General Meeting. If any member is interested inobtaining a copy thereof such member may write to the Company Secretary in this regard.
The Company has complied with applicable provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year no complaint /case was filed pursuant to the said Act.
Meetings of the Board
Five Meetings of the Board of Directors were held during the year. The details arefurnished in the Report on Corporate Governance attached herewith Committees and Policies
The company has constituted Board Committees and framed policies as required under theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details are furnished in the Corporate GovernanceReport attached herewith Corporate Governance and Management
Discussion and Analysis Report
A separate section on Corporate Governance Management Discussion and Analysis Reporta certificate from the Auditors of the company regarding compliance of conditions ofCorporate Governance and a certificate on non-disqualification of Directors as requiredunder the provisions of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed as Annexure - III.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the company has formulated a policy on CorporateSocial Responsibility. The Annual Report on CSR activities for the financial year ended31st March 2019 is attached as Annexure IV to this report
Risk Management / Risk Management policy
As per Regulation 21 of the SEBI (LODR) Regulations 2015 constitution of RiskManagement Committee is not mandatory for the company. However the company has RiskManagement Committee and has formulated a Risk Management Policy including risk assessmentand minimization procedures. The Risk Management
Committee has been assigned with the functions of monitoring and reviewing the riskmanagement plans of the company. In the opinion of the Board no element of risk that maythreaten the existence of the company has been identified
Vigil Mechanism/Whistle Blower Policy
The company has established vigil mechanism for Directors and Employees to reportconcerns about the unethical behavior actual or suspected incidents of fraud or violationof the code of conduct or ethics. The Whistle Blower Policy is posted in the company'swebsite at the link http://www.bannari.com/InvestorInformation.html
Dividend Distribution Policy
The company has formulated and adopted Dividend Distribution Policy which is posted inthe company's website at the link http://www.bannari.com/ InvestorInformation.html
Related Party Transactions
All related party transactions are entered on arm's length basis and are in compliancewith the applicable provisions of the Companies Act 2013 and other relevant Regulationsas referred under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. None of the transations is materially significant which may have potential conflictwith the interest of the company at large and therefore disclosure in Form AOC-2 is notrequired. All the related party transactions are placed before the Audit Committee andapproved by the Audit Committee. Prior omnibus approval of the Audit Committee wasobtained on annual basis for the transactions which are at a foreseen and repetitivenature. The Related Party Transactions Policy as approved by the Board is uploaded on thecompany's website at http://www.bannari.com/ Investor Information.html
The details of transactions with Related Parties are provided in the accompanyingfinancial statements
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Independent Directors at their meeting held on
06.02.2019 without participation of non-independent directors and management consideredand evaluated the performance of the Chairman Managing Director and the
The criteria applied in the evaluation process are detailed in the Corporate GovernanceReport which forms part of this report. The Board has carried out an annual evaluation ofits own performance the performance of the committees board independent Directors andindividual Directors
Material changes and commitments
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2018-19 and the date ofthis report
Directors' Responsibility Statement
As stipulated in Section 134(3)(c) and 134 (5) of the Companies Act 2013 your Directorsconfirm that
a) in the preparation of the annual accounts all the applicable accounting standardshad been followed along with proper explanation relating to material departures;
b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return
The extract of Annual Return is annexed as Annexure V and the same is available at theweblink http://www. bannari.com/InvestorInformation.html
Auditors / Auditors' Report
M/s P K Nagarajan & Co. Chartered Accountants Coimbatore was appointed as theStatutory Auditors of the company at the 33rd Annual General Meeting of the Company for aperiod of five years and they shall hold office till the conclusion of 38th Annual GeneralMeeting.
The Auditors' Report given by M/s P K Nagarajan & Co. on the financial statementsof the company for the financial year 2018-19 does not contain any qualificationreservation or adverse remark
Secretarial Auditors and Secretarial Audit Report
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
The Board appointed M/s C Thirumurthy & Associates Company Secretaries Coimbatoreas Secretarial Auditors to conduct Secretarial audit for the financial year 2018-2019. TheReport of Secretarial Auditors is annexed to this report as Annexure VI.
The Report does not contain any qualification reservation or adverse remark
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided in the ManagementDiscussion Analysis Report attached herewith
The Company has maintained cost records as specified by the Central Government underSection 148 of the Companies Act 2013.
Sri M Nagarajan Cost Accountant Coimbatore was appointed as Cost Auditor to conductaudit of cost accounting records for the financial year 2018-19
The relationship with employees continued to remain cordial throughout the year underreview
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review :
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend voting or otherwise
c) Issue of shares (including sweat equity shares) to employees of the company underany scheme
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future
Your Directors acknowledge with gratitude the timely support extended by the Governmentof India Governments of Tamilnadu and Karnataka and other authorities banks and otherbusiness associates. Your Directors thank the cane growers who have supplied sugarcane tothe factories and wish to place on record their appreciation of the contributions made byall the employees.
| ||By order of the Board |
| ||S V BALASUBRAMANIAM |
|Coimbatore ||Chairman |
|29.05.2019 ||DIN : 00002405 |