DIRECTORS' REPORT TO THE SHAREHOLDERS, KESAR ENTERPRISES LTD. Dear Members, Your Directors present to you the 81st Annual Report and audited Statement of Accounts for the 15 month period ended 31st March, 2016. Alignment of Financial Year As per Section 2(41) of the Companies Act, 2013, to follow a homogeneous Financial Year starting from 1st April to 31st March of the following year, the Financial Year of the Company is made for 15 months i.e. from 1.1.2015 to 31.3.2016. The next Financial Year will be for 12 months. The Company, over the last few years, has been incurring huge cash losses, due to which its net worth has been eroded and its current liabilities are in excess of current assets. The sugar industry is facing difficulties on account of high sugar cane prices set by the State Government, lower sugar prices and consequential inadequate recovery of cost of production. These factors have adversely affected the Company's operations and financial performance. The finance cost has further added to the accumulated cash losses. In view of the above, your Directors have not recommended any dividend for the year 2015-16. WORKING OF THE DIVISIONS Sugar Division The crushing for the Season 2015-16 started on 27.1 1.2015 i.e. 5 days earlier as compared to 2.12.2014 in the previous season and ended on 24.2.2016 as against 19.3.2013, 24 days earlier than the previous season. During the season, the plant crushed 44.47 lac quintals of sugarcane in 89 days as against 61.77 lac quintals in 107 days in the previous season. The crushing was lower by 17.30 lac quintals during this season due to a short period of crushing caused by lack of availability of sugarcane. The sugar recovery overall was higher at 10.19% as against 9.57% in the previous season. The production of sugar was lower at 4.58 lac quintals as against 5.94 lac quintals in the previous season. For the Season 2015-16, the Central Government had announced Fair & Remunerative Price [FRP] of sugarcane at Rs.230/- a quintal at a base recovery of 9.50%. The U P Government had announced a State Advised Price (SAP) of sugarcane of Rs.280/- a quintal, the same as that in the previous season. The said price was to be paid to the farmers in two instalments. The 1st instalment was to be paid within 14 days @ Rs.230/- a quintal. The 2nd installment of Rs.50/-a quintal was to be paid within 3 months after crushing came to an end. The State Government had announced a reimbursement and subsidy of Rs.11.70 a quintal with a break-up of society commission @ Rs.6.90 a quintal; purchase tax @ Rs.2/- a quintal; entry tax on sugar @ Rs.2.80 a quintal. In addition to this, the U P Government had linked its additional support a maximum of Rs.23.30 a quintal to the average price of sugar and its byproducts and decided that if the price of sugar and its by-products viz. Sugar, Molasses, bagasse, Press Mud go below or above the benchmark prices viz. Rs.3,100/-; Rs.390/-; Rs.167/- & Rs.26/- per quintal respectively, during 1.10.2015 to 31.5.2016, it would either increase the support or reduce it in proportion. The average price of sugar from October 2015 till May 2016 in UP was Rs.3,013 per quintal. Apart from this, to support the distressed Sugar Industries, the Central Goverment announced an export subsidy of Rs.4.50 per quintal of cane for the factories who export 80% of minimum indicated export qouta of average sugar production based on current season and preceding two sugar seasons. The Company is eligible for this export subsidy @ Rs.4.50 per quintal on cane purchase during the season 2015-16 as it has completed the mandated 80% of Minimum Indicative Export Quota (MIEQ) provieded by the Ministry before the date of withdrawal of schem. The cost of production in U.P. became the highest in the country, which rendered the U. P. Sugar Industry unviable, cash-starved and uncompetitive. There is an urgent need to rationalize the cane pricing policy in U.P. and adopt a 'linkage formula' as recommended by the Rangarajan Committee linking sugar cane price to sugar prices. The two major sugar producing States i.e. Maharashtra and Karnataka, who together contribute for almost 50% of the country's sugar production, have adopted and implemented the 'linkage formula' for determining cane price. It is understood that a team of senior officials from U.P. had visited Maharashtra and Karnataka to study their cane pricing system and have submitted their report to the State Government but no decision is taken till date in the matter. The U P Government had announced to form a high level committee to determine a fair Sugarcane Pricing Policy. This is the only long term solution for stability & viability of the sugar industry. During the Season 2015-16, Molasses produced was 2.10 lac quintals as against 2.91 lac quintals. The UP Government had announced its Molasses Policy for 2015-16 (November-October), wherein the molasses reservation rate for the Country Liquor manufacturers had been reduced from 34% to 15% and the same has been recently increased to 25%. The Policy had been specifically formulated to help country liquor manufacturers, which was required to reserve a part of their total molasses production for the Country Liquor manufacturers at a rate, much lower than the market specified prices. During the current period, there has been a sharp increase in sugar prices from levels prevailing in December 2015. This has resulted in the Company generating operational profits for the quarter ended March 31, 2016. The industry outlook is also positive in the short term and long term with sugar prices expected to hold. Power Division During the Sugar Season 2015-16, the Plant started on 27.11.2015 as against 30.11.2014 and operated for 93 days, lesser by 22 days due to lower crushing of sugarcane, as against 115 days in the previous Season. The Plant consumed 1.27 lac MT of bagasse as fuel to generate 0.69 lac MW as against 1.71 lac MT of bagasse as fuel to generate 0.91 lac MW in the previous Season. The total power exported to the grid was 0.49 lac MW amounting to Rs.27.05 crore as against 0.65 lac MW amounting to Rs.35.51 crore in the previous Season. Spirits Division During the 15 months period under review, the production of Rectified Spirit (RS) was 23.16 lac bulk litres as against 129.54 lac bulk litres in 18 months period of the previous year. The production of Extra Neutral Alcohol (ENA) was 17.07 lac bulk litres as against 59.72 lac bulk litres in 18 months period of the previous year. The quantity of Country Liquor supplied was 5.50 lac cases as against 14.85 lac cases in 18 months period of the previous year. The Spirits Division was put out of operations as the Company needs to install multiple effect evaporation system to reduce the effluent volume as well as modification in Reverse Osmosis Plant & Bio-composting, which would enable the Distillery to become zero discharge compliant. As the Company does not have such capability, the Company has voluntarily taken a shut down for Distillery operations since October 2015. Hence, the Molasses was sold directly in the market. SUBSEQUENT FINANCIAL YEAR 2016-17 Sugar Division The crushing for the Season 2016-17 is expected to start in the last week of November 2016. During the Financial Year 2016-17, there may be a steady increase in sugar prices. This will result into the Company generating operational profits gradually. The industry outlook is also positive in the short term and long term with sugar prices expected to increase further due to a lower production of sugar. Power Division The Cogen Power Plant is also planned to start in the last week of November 2016. SHARE CAPITAL As you are aware, the Annual Accounts for the year 2012-13 had reported a loss of Rs.1668.20 lac, which resulted in reducing the Net Worth of the Company. The Promoters / Promoter Group Companies had given non-interest bearing unsecured loans amounting to Rs.11,30,00,000/- to the Company as per the requirement of the Lending Bankers out of which the Company had converted earlier Rs.8,23,50,000/- into Equity Shares through Optionally Convertible Preference Shares Issue leaving the balance Unsecured Loan amount of Rs.3,06,50,000/-. Considering the immediate need of the Company to take steps to improve its net worth, as per the SEBI Regulations, on 27.3.2014, the Company had allotted 30,65,000 Zero Coupon Optionally Convertible Preference Shares ("OCPS") of Rs.10/- each aggregating to Rs.3,06,50,000/- to the Promoters / Promoter Group on Preferential basis with an option to convert the OCPS into Equity Shares of Rs.10/- each at a price of Rs.21/- per Equity Share (including premium of Rs.11/-) within a period of 18 months from the date of allotment of OCPS, in one or more tranches. During the Financial Year 2015-16, on exercise of option to convert the balance 1,69,092 OCPS by the Promoter Group, on 4.8.2015 the Company had allotted 80,520 Equity Shares of Rs.10/- each at a price of Rs.21/- per Equity Share (including premium of Rs.11/-) aggregating to Rs.16,90,920/-. The balance 8 OCPS were cancelled. Thus, the Issued, Subscribed & Paid up Equity Share Capital of the Company stands increased from 99,99,162 Equity shares of Rs.10/-each aggregating to Rs.9,99,91,620/- to 1,00,79,682 Equity shares of Rs.10/- each aggregating to Rs.10,07,96,820/-. The total shareholding of the Promoters & Persons acting in concert with the Promoter & Promoter Group stands increased from the existing 69.764% to 70.005%. The Company has obtained the necessary Listing & Trading approvals from BSE & NSE for the same. DIRECTORS & KEY MANAGERIAL PERSONNEL Shri P Nayak (Nominee of General Insurance Corporation [GIC]), Director of the Company had resigned with effect from 15.5.2015 as GIC had withdrawn his Nomination, Shri Ajeet Prasad expired on 23.3.2016; Shri A S Ruia resigned as Director of the Company with effect from 29.4.2016 due to personal reasons. The Board of Directors placed on record its sincere appreciation for the valuable support and guidance given by Shri P Nayak, Late Shri Ajeet Prasad and Shri A S Ruia to the Company during their tenure as Director of the Company. Pursuant to Section 152 of the Companies Act, 2013, Shri D J Shah, Director & Company Secretary retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. As per the SEBI (LODR) Regulations 2015, brief profile of Shri D J Shah retiring by rotation forms part of the Corporate Governance Report. All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015. Pursuant to the provisions of Regulation 25 of the SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc through various initiatives. The details of the aforementioned programme is available at the Company's website www.kesarindia.com/ Investor's Corner/Corporate Governance/Policies. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR & DATE OF THIS REPORT: Shri A S Ruia resigned as Director of the Company with effect from 29.4.2016 due to personal reasons. On 11.7.2016, the Board has reappointed Shri H R Kilachand as the Managing Director of the Company designated as the Chairman and Managing Director, subject to approval of the Shareholders at the ensuing Annual General Meeting [AGM] and also of the Central Government, if required, for a further period of 3 years with effect from 14.8.2016 on a remuneration within the limits prescribed under the Companies Act, 2013 and Schedule V thereof. Shri Kilachand has not been drawing any remuneration from the Company since March 2014 in view of the heavy operational losses incurred by the Company. On 11.7.2016, the Board has appointed Shri Mahesh A Kuvadia as an Additional Director of the Company and whose term of office is upto the ensuing AGM. His appointment as an Independent Director of the Company, for the 1st term of 5 years, is proposed at the ensuing AGM. As per the SEBI (LODR) Regulations 2015, brief profile of Shri Mahesh A Kuvadia, proposed to be appointed as Independent Director forms part of the Annexure to the Notice of the ensuing AGM. BOARD EVALUATION / APPOINTMENT AND REMUNERATION POLICY FOR DIRECTORS AND SENIOR MANAGEMENT Pursuant to the provisions of the Companies Act, 2013, the Board carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee and Nomination & Remuneration Committee. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The details of the Nomination & Remuneration Policy are available on the website of the Company www.kesarindia.com/Investor's Corner/Corporate Governance/Policies. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 the Board of Directors to the best of their knowledge hereby state: i) that in preparation of the annual accounts for the 15 months period financial year ended on 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) that the Directors have 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 loss for that period; iii) that the Directors have 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; iv) that the Directors have prepared the Annual Accounts for the 15 months period financial year ended on 31st March, 2016 on a going concern basis. v) that the Directors have laid down proper internal financial controls in place and that such internal financial controls are adequate and were operating effectively. vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RELATED PARTY TRANSACTIONS There are no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and hence Form AOC-2 is not annexed. The Members may refer Note-40 to the Notes to Accounts for further details of routine transactions entered into with the Related Parties. A policy of Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www.kesarindia.com/Investor's Corner / Policies. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Accounts. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS The Company had filed a reference with BIFR, under Section 15 of SICA, on 15.5.2015. Thereafter, BIFR intimated the Company by a letter dated 21.9.2015 that the said reference was registered and as per the decision of the Board, the Company has been restrained from disposing of or alienating in any manner any fixed assets of the Company without the consent of the Board. The Company has filed an Appeal before Appellate Authority for Industrial and Financial Reconstruction [AAIFR] against the said decision of BIFR, and is awaiting the decision at the next hearing thereof. The process of revival/ rehabilitation of the Company is under way in line with the prescribed procedures and rules under SICA. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report. The Company has complied with the Corporate Governance requirements as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance, along with a Certificate from the Secretarial Auditors confirming the compliance, is also annexed and forms part of the Annual Report. INSIDER TRADING In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct for Prohibition of Insider Trading in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. SEXUAL HARASSMENT POLICY The Company has constituted an Internal Complaint Committee (ICC) for prevention and redressal of complaints / grievances on the sexual harassment of women at work places. During the year under review no incident had taken place. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 are given in the Annexure "A" forming part of this Report. During the year under review, there were no foreign Exchange Earnings (Previous year Nil) and Foreign Exchange Outgo was Nil (Previous Year Rs. 15763/-). INSURANCE The Company has taken adequate insurance for all its properties. FIXED DEPOSITS As per the Companies Act, 2013, the Company is not eligible to raise Fixed Deposits in terms of Section 73 of the Act. Hence, the Company has not accepted / renewed Fixed Deposits w.e.f. 1.4.2014. Further, as per Section 74(1) of the Companies Act, 2013, the Company was required to repay the existing Fixed Deposits on or before 31.3.2015. However, as per Section 74(2) of the Act, the Company had filed a petition with the Company Law Board, Mumbai Bench for extension of time to repay Fixed Deposits maturing after 31.3.2015. The approval for the same is awaited. As on 31.3.2016, the outstanding Fixed Deposit principle amount is Rs.71,23,000/-. Rs.18,93,000/- remained unclaimed in respect of 33 Fixed Deposit holders. AUDITORS In terms of the provisions of the Section 139(1) of the Company's Act 2013, the appointment of M/s Haribhakti & Co. LLP, Chartered Accountants is placed for approval by the Shareholders. AUDITORS' REPORT With respect to para (viii) of the annexure to Auditors' Report, the Shareholders may note that the Company had filed a Reference with Board for Industrial and Financial Reconstruction (BIFR) as required under Section 15 of "The Sick Industrial Companies (Special Provisions) Act, 1985" (SICA) and the said reference has been registered by BIFR on 21/09/2015. The process of revival/ rehabilitation of the Company is under way in line with the prescribed procedures and rules under SICA. However, under the Companies Act, 2013, as per Section 253, sickness of a Company will be determined not on the basis of whether Accumulated Losses exceed Net Worth but on the basis of whether, on a demand by the secured creditors of the Company representing 50% or more of its outstanding amount of debt, the Company has failed to pay the debt within a period of 30 days of the service of the Notice of Demand. In such event, the said secured creditor may file an application to the National Company Law Tribunal [Tribunal] along with the relevant evidence for such default, non-repayment or failure to offer security or compound it, for a determination that the Company be declared as a Sick Company. INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS The Company has an adequate Internal Control System. All transactions are properly authorized, recorded and reported to the Management. The Company has Independent Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the management and the Audit Committee of the Board and appropriate measures are taken to improve the process. COST AUDITOR Pursuant to the directives of the Central Government under Section 233B of the Companies Act, 1956, the Board had appointed Mr. Rishi Mohan Bansal, Cost Accountant as Cost Auditor of the Company to conduct Cost Audit for the products "Sugar & Alcohol' and "Electricity Generation' for the 15 months period ended 31.3.2016. The Cost Audit Report for the same will be submitted to the Central Government before the due date. Similarly, pursuant to Sections 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, as recommended by the Audit Committee and approved by the Board of the Company, the appointment and payment of remuneration to M/s. R M Bansal & Co., Cost Accountant, Kanpur, as Cost Auditor is proposed at the ensuing Annual General Meeting, to conduct the audit of the cost records of the Company relating to Sugar & Industrial Alcohol and Generation of Power for the 12 months period ending 31st March, 2017. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure "B". SECRETARIAL AUDITOR Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ragini Chokshi & Co., Practicing Company Secretary, as Secretarial Auditor of the Company to undertake the Secretarial Audit and provide Secretarial Audit Report in Form MR3. The Report of the Secretarial Audit Report is annexed herewith as Annexure- "C". There are no qualifications, reservations or remarks in the Secretarial Audit Report except that the Company has no Women Director. The Board hereby clarifies that the Company has been trying since long to get a Women Director but is not able to get as the financial condition of the Company has deteriorated over a period of time and also the fact that the Company has filed a Reference with BIFR. However, attempts are being made shortly to induct a Women Director. CORPORATE SOCIAL RESPONSIBILITY Though your Company is not falling within the criteria prescribed under Section 135 of the Companies Act, the Company has continued to play its role as a responsible corporate citizen, adding value to society and addressing the contemporary societal needs and challenges. The Corporate Social Responsibility philosophy ensures that while business objectives are met and shareholder value is enhanced, the Company equally focuses on engaging with the wider community and sustainably addressing environmental concerns in its sphere of operations. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report as required under Regulation 34 of the SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance, along with a Certificate from the Secretarial Auditors confirming the compliance, is also annexed and forms part of the Annual Report. EMPLOYEES Relation with the employees remained cordial throughout the year. Your Directors place on record their sincere appreciation for the devoted services of the employees of the Company. The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company in India, is provided as Annexure-"D" which forms part of this report. The information required pursuant to Section 197 read with Rule 5(2)&(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. ACKNOWLEDGEMENT Your Directors would like to place on record their grateful appreciation for the assistance and cooperation extended by the Banks, Financial Institutions and the wholehearted support extended by the Shareholders during the year under review. By Order of the Board of Directors H R KILACHAND Chairman & Managing Director DIN:00294835 Date : 11th July, 2016 |