d) Sugar Produced
(Qtls) 3,77,970 5,53,500
e) Recovery (%) 9.42 10.19
f) Turnover
(Rs in Lakhs) 13,102 14,334
The Distilleries at Chagallu operated at near optimum level of capacity
and we expect performance to improve in the coming year.
CO-GENERATION:
The Co-generation project has worked continuously and successfully
during the season and generated 14,889 MW of power.
5. Safety and Pollution Control
Safety committee is formed and safety is improved considerably.
Deputing safety committee members to attend safety seminars and sharing
the same among all the people. Proposing to arrange safety classes
inside the factory to avoid accidents, hazards and other unwanted
incidents.
6. Air and Water Pollution
In both air and water all the norms as stipulated by Pollution Control
Board have been achieved. BOD & COD levels of our effluent are much
below the prescribed norms. Similarly the air emissions are maintained
within the stipulated standards.
7. Management and Discussion Analysis
COMPANY'S PERFORMANCE
The performance of the company during the year under review was greatly
affected by the continued inadequate supply of cane. This has resulted
in a substantial reduction in the operation of the sugar unit and the
company was able to crush 3,97,231 tonnes of cane only against 5,43,840
tonnes in the previous year. The recovery also registered a downward
trend. Further the market for the sugar also was volatile with the
prices ruling uncertain and the realization was also seriously
affected. The reduced operations of the sugar unit affected the
Distillery units and the Co-generation unit also. These units
consequently reported lower turnover. This had a telling effect on the
revenue and financial performance of the company during the year.
INDUSTRY OUT LOOk
The performance of Sugar Industry all over the world was good during
the sugar season, however the performance in India was bad which was
mainly due to excess production. During the year under review, the
industry registered record output of sugar which has resulted in the
sugar prices tumbling down. It is expected that this trend will
continue in the coming season also, ie: 2015-16. Unless some good
remunerative prices for sugar is ensured, the sugar mills may not be
able to sustain their operations in a reasonable way and to carry on
the business. The Government should come up with more sops and
corrective measures to ensure the proper working of the sugar mills,
e.g by creating a buffer stock to meet any eventuality of reduced
production as done in previous years.
8. Change in the nature of business, if any During the year under
review, there is no change in the nature of business.
9. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report No significant material changes have happened
subsequent to the Balance Sheet date.
10. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operation in future No significant and material orders passed by the
regulators impacting the going concern status and company's operation
in future.
11. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements The company has got an inbuilt
arrangement which ensures proper financial controls in the activities of
purchase, sales and accounting transactions. The purchase and sales are
monitored by systematic enquiries, proper pricing and secured by
regular purchase or sale orders covering all aspects of purchase and
sale. The financial transactions are done under proper documentation,
authentication and approved by management. All the key departments have
been equipped with personnel having experience and knowledge to handle
the affairs. The company has in place adequate system of internal
controls which covers financial propriety, statutory compliances and
safeguarding the assets of the company. During the year these controls
were tested and no material weakness in the design were observed.
12. Details of Subsidiary/Joint Ventures/Associate Companies
The company does not have any subsidiary, Joint Venture or Associate
Companies.
13. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement The financial statements of the company are on stand
alone basis as there are no subsidiaries or associate or Joint Venture
Companies.
14. Deposits
a) Deposits accepted during the year from Directors - Rs 4,11,00,000
From Inter corporate - Rs 10,00,000
b) There are no deposits unpaid or unclaimed during the year.
c) There is no default in repayment of deposits or payment of interest
during the year.
15. Statutory Auditors
The existing auditors of the company M/s.Brahmayya & Co, Chartered
Accountants, Vijayawada retire at the conclusion of the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment.
16. Cost Auditors
M/s. Aruna Prasad & C0, Cost Accountants in Chennai have been appointed
as Cost Auditors of the Company
17. Secretarial Audit
In terms of Section 204 of the Companies Act, 2013 and the Rules there
under, the Company appointed Mr. M.Damodaran, Company Secretary in
Practice, for conducting Secretarial Audit of the Company. The
Secretarial Audit Report given by Mr.M.Damodaran in Form MR-3
prescribed under the Companies Act, 2013 is annexed as part of this
Board's Report (Annexure I). There is no qualification, observation or
remark in the Secretarial Audit Report requiring explanation by the
Board of Directors.
18. Auditors' Report
The Directors offer the following explanations with reference to the
observation made by the auditors in their report. With regard to the
valuation of assets at Pothavaram unit, the Management is in the
process of demerging this unit into a separate company after obtaining
the necessary approvals from the concerned authorities, the valuation
of the assets and the necessary adjustments will be made in the
accounts.
In respect of outstanding amount of Rs.1966.94 lakhs due to banks as
overdue, the company has made arrangements to settle the same
immediately.
19. Share Capital
A) Issue of equity shares with differential rights During the year the
company has not issued any kind of rights equity shares.
B) Issue of sweat equity shares The company has not issued any sweat
equity shares during the year.
C) Issue of employee stock options There is no scheme of Employee Stock
option plan
D) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees There is no
arrangement in the company to buy back its shares by its employees or
trustees.
20. Extract of the Annual Return
MGT 9 is enclosed to this report. (Annexure II)
21. Conservation of Energy,
technology absorption and foreign exchange earnings and outgo
A) Conservation of Energy
Form A enclosed (Annexure III)
B) Technology absorption
Form B enclosed (Annexure IV)
C) Foreign exchange earnings and outgo During this year company had no
transactions involving earnings and outgo in foreign exchange.
22. Corporate Social Responsibility (CSR)
The provisions of Corporate Social Responsibility are not applicable to
the company this year.
23. Directors
A) Changes in Directors and key Managerial Personnel
Directors :
Smt.Rajeswary Ramakrishnan, Chairman and Managing Director is not
seeking reappointment as Managing Director when her term of office
expires on 2nd Sep 2015. She will continue as Non Executive Chairman of
the company and will be the Chairman of the Board. Smt. Anita Prabhu,
Executive Director has been proposed as Managing Director of the
company for a period of 3 years from 3rd Sep, 2015 as decided by the
Board on the recommendations of the nomination and remuneration
committee on the terms and conditions set out in the notice.
key Managerial Personnel
Mr. P.S.Krishnamoorthy , General Manager Finance and Company Secretary
has retired from the company on 30th June 2015 and his service has been
extended till 31st July 2015 and Mr. R.Ashok has been appointed as
Chief Financial Officer and Company Secretary with effect from 3rd July
2015. The Board appreciated the efforts of Mr P.S.Krishnamoorthy and
wished him a peaceful retired life.
B) Declaration by an Independent Director(s) and re-appointment, if any
The declarations by the Independent Directors pursuant to Sub Section 6
of Section 149 of the Companies Act, 2013 have been received by the
company
C) Formal Annual Evaluation
The Board evaluates the performance of Non Executive Directors and
Independent Directors every year. All the non executive and independent
directors are eminent personalities having wide experience in the field
of business, industry and administration. Their presence of the Board
is advantageous and fruitful in taking business decisions.
24. Number of meetings of the Board of Directors
Six meetings of the Board of Directors were held on the following
dates:-
1) 30-05-2014
2) 18-06-2014
3) 14-08-2014
4) 15-09-2014
5) 12-11-2014
6) 11-02-2015
25. Audit Committee
The composition of the audit committee consists of the following
directors :
Sri.R.Kannan, Chairman
Sri.K.Subramanian, Member
Sri.Boppana Ramalingeswara Rao, Member
Dr.S.R.K.Prasad, Member
Executive Director attends the audit committee meeting as invitee.
26. Nomination and Remuneration Committee
tNomination and remuneration committee deals with the appointment,
reappointment, withdrawal of appointment of whole time directors / Key
Managerial Personnel , which include terms of appointment, remuneration
package in accordance with the provisions of the Companies Act and any
other statutory provisions related thereto. The composition of the
Committee is as follows :-
1. Sri. Boppanna Ramalingeswara Rao, Independent Non Executive Director
- Chairman of the Committee
2. Sri. Muneswara Rao - Independent Non Executive Director - Member of
the Committee
3. Sri. R.Kannan - Independent Non Executive Director - Member of the
Committee
27. Particulars of loans, guarantees or investments under section 186
The company has given a corporate guarantee to M/s.ICICI Bank Ltd , in
connection with the crop loans granted to the company's cane growers to
the extent of Rs.60 Crores.
28. Particulars of contracts or arrangements with related parties
During the year there were no materially significant transactions that
might have had potential confect with the interest of the Company.
29. Managerial Remuneration
Remuneration to whole time directors - Rs.80,64,000/-
Remuneration to other directors (Sitting fees) - Rs.12,00,000/-
30. Corporate Governance Certificate
Compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing agreement is annexed with the report.
(Annexure V)
31. Risk Management Policy
The Company has a risk management committee which formulates the risk
management policy covering all risks the company faces such as legal,
regulatory, financial, credit, market, IT, property etc. This policy is
constantly reviewed and complied with.
32. Business Responsibility Report
Your company conducts its business in a fair manner and strongly
believes in ethics, transparency and accountability. The company
promotes the well being of its employees and respects the interests and
is responsive to all the shareholders. The company provides customer
value and strives to improve and add value to its consumer.
33. Directors' Responsibility Statement
The Directors Responsibility statement referred to in clause (c) of sub
section (3) of section 134 of the Companies Act, 2013, shall confirm
that
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the Profit and loss
of the company for that period.
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
d) The directors had prepared the annual accounts on a going concern
basis and
e) The directors, had laid down proper internal financial controls which
are adequate and operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
g) There are no employees covered under Section 134 of the Companies
Act, 2013.
34. Listing of Stock Exchanges
Your Company's shares are listed on the Madras Stock Exchange Ltd., The
Company has made an application to Bombay Stock Exchange Ltd. to get
the shares listed since Madras Stock exchange Ltd. has moved the shares
of the company to the Dissemination Board of National Stock Exchange of
India Limited and have advised all companies listed under MSE to
approach other stock exchanges to get their shares listed. However a
reply from Bombay Stock exchange Ltd. is awaited. The listing
agreement with Bombay Stock exchange is yet to be signed and hence
trading of shares is suspended till a confirmation is received. The
company has paid the fee to Madras Stock exchange Ltd. to place the
shares in the dissemination Board of NSEIL. The DEMAT ISIN No. of the
Company is INEI80E01014.
35. Acknowledgement
The Directors wish to place on record their appreciation and thank
Company's Bankers, Financial Institutions and various departments of
Central and State Governments and the share holders for the valuable
support received from them. The Board also places on record their
appreciation for the co-operation being extended by the cane growers in
Chagallu to increase the sugarcane supply to the factory which met the
requirements of the expanded capacity. The Directors also wish to place
on record the valuable effort put in by all the employees and the
cooperation extended by them.
(By Order of the Board
for THE JEYPORE SUGAR COMPANY LIMITED
(Sd.) RAJESWARY RAMAkRISHNAN
Place: Chennai Chairman cum Managing Director
Date : 07-06-2015 (DIN: 01385665)
