Your Directors take pleasure in presenting their 33rd (Thirty-Third) Annual Report on the operations and business performance of the Company, together with the Audited Accounts for the year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
The financial highlights of the company for the financial year ended on March 31, 2025 {Refer Rule 8(5)(i) of Companies (Accounts) Rules, 2014} is summarized below:
(Rs. in Lakhs)
|
PARTICULARS
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
1 71,279.02
|
1,59,262.59
|
|
Other Income
|
3,377.08
|
1,789.92
|
|
Total Revenue
|
174,656.10
|
1,61,052.51
|
|
Profit Before Tax, Depreciation and Finance Cost and extraordinary items
|
10,482.06
|
10,067.95
|
|
EBITDA/ Sales (%)
|
6.12
|
6.32
|
|
Finance Cost
|
3,359.81
|
2,836.34
|
|
Depreciation and Amortization expenses
|
2,711.84
|
3,533.92
|
|
Prior period expenses and exceptional items
|
-
|
-
|
|
Profit before tax
|
4,411.12
|
3,697.69
|
|
Tax Expenses
|
972.83
|
900.96
|
|
Profit after tax
|
3,438.29
|
2,796.73
|
|
Earnings Per Share:
|
|
Basic
|
2.24
|
1.82
|
|
Diluted
|
2.24
|
1.82
|
FINANCIAL PERFORMANCE OF THE COMPANY DURING 2024-25
Your Company has been consistently performing well over the past years. In contrast to the previous trends , Revenue from operations during 2024-25 increased by 7.54% as compared to the revenue during 2023-24. Despite the fact that during this financial year under review, firstly sugar crops in Uttar Pradesh were severely affected by the disease "Red Rot” leading to reduced crushing of sugar and less yield of sugar from sugar cane and secondly the yearly production in Punjab was also severely impacted due to heavy floods during the rainy season.
STATE OF COMPANY'S AFFAIRS
As per the provisions of Section 134(3)(i), it is to report that during the Year, there was substantial decline in Sugarcane and sugar beet crushing as that of the previous year by 18.49% and 43.24% respectively. This was mainly on account of the reasons as already mentioned in the point "Financial performance of the Company during 2024-25” above.
SEGMENTWISE PERFORMANCE
|
Particulars
|
2024-25
|
2023-24
|
|
SUGAR DIVISION
|
|
|
|
Sugarcane Crushing (lakh quintal)
|
158.86
|
185.43
|
|
Sugarcane Recovery % (Net)
|
9.33
|
10.19
|
|
Sugar Beet Crushing (lakh quintal)
|
16.44
|
21.07
|
|
Sugar Beet Recovery % (Net)
|
7.49
|
8.70
|
| |
| |
|
Sugar Production (Lakh quintal)
|
16.05
|
20.73
|
|
Sugar Sales (Lakh Quintal)
|
16.50
|
22.14
|
|
Sugar Sales (Rs. in Lakhs)
|
63,426.27
|
82,238.76
|
|
CO-GENERATION
|
|
|
|
Power sold (Lakh units) Punjab
|
228.64
|
265.69
|
|
Uttar Pradesh
|
241.56
|
361.16
|
|
Amount (Rs. in Lakh) Punjab
|
1743.56
|
1951.19
|
|
Uttar Pradesh
|
870.57
|
1303.68
|
|
DISTILLERY
|
|
|
|
Production (Lakh BL) Punjab
|
599.09
|
570.13
|
|
Uttar Pradesh
|
303.73
|
202.96
|
|
Sales (Lakh BL) Punjab
|
587.73
|
564.32
|
|
Uttar Pradesh
|
314.56
|
197.72
|
|
Revenue (Rs. In Lakh) Punjab
|
45,187.45
|
36474.37
|
|
Uttar Pradesh
|
22,166.90
|
12408.59
|
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI (LODR) Regulations, 2015, Management Discussion & Analysis Report for the year under review, which also covers the performance of the company is presented in a separate section and forms a part of this Annual Report.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions entered during the financial year were in the ordinary course of business and at arm's length basis. There were no materially significant Related Party Transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and Form AOC-2 as required to be provided under Section 134(3)(h) of the Companies Act, 2013 is enclosed as Annexure 1.
The Board of Directors of the Company has adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules thereunder and the Listing Regulations, which is posted on Company's website i.e. http://ranagroup.com/rsl/Policies of the Company/Policy on Related Party Transactions.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 2 and is attached to this report.
DISCLOSURE PERTAINING TO MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure 3.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has undertaken various projects during the year in the field of promotion of Education, Sport and in promoting Health Care and Preventive Health Care and many more. The Company is evaluating and will take up more CSR activities in different areas. The CSR Policy of the Company is available on the website of the Company at http://ranagroup.com/rsl/Policies of the Company/Corporate Social Responsibility Policy.pdf. {Refer Sec 134(3)(o)}
Annual report on CSR activities undertaken during the financial year ended 31 March 2025 in accordance with Section 135 of the Companies Act, 2013 (Act) and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in "Annexure 4” attached to this report.
STATUTORY AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules made there under, M/s Ashwani K Gupta & Associates, Chartered Accountants, Panchkula (Firm Registration No. 003803N) were appointed as Statutory Auditors of the Company for the second consecutive term of five years, from the conclusion of this 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting to be held in the year 2028.
The Independent Auditors' Report is annexed herewith and is the integral part of this Annual Report. The comments of the auditor being self-explanatory require no further comments from the Directors. Further, there are no reservations, qualifications, adverse remarks or Modified opinion in the Audit Reports issued by them in respect of Financial Statements of the Company for the Financial Year 2024-25.
SECRETARIAL AUDITOR AND THEIR REPORT
The Board had appointed M/s A. Arora & Co., Practicing Company Secretary (Membership No.2191 and C.P. No.993), as Secretarial Auditor for five years from F.Y. 2021-22 to 2025-26, to conduct the secretarial audit of the company, pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor forms part of the Board's Report as Annexure 5.
EXPLANATION OR COMMENTS OF BOARD ON AUDITORS REPORTS
Pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013, as the comments of the Statutory Auditor and Secretarial Auditor being self-explanatory require no further comments from the Directors. Further, there are no reservations, qualifications, adverse remarks or Modified opinion in the Audit Reports issued by them and thus no explanation or comment is required to be made by the Board of Directors.
COST AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made there under, the Board on the recommendation of the Audit Committee has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants (Firm Reg. No. 100123), as Cost Auditors to conduct cost audits relating to sugar, electricity and industrial alcohol for the year ended 31st March, 2025 subject to ratification of their remuneration by the shareholders in the ensuing Annual General Meeting. The Board recommends the remuneration of the cost auditors for the FY 2024-25. Further, the Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.
Pursuant to Rule 8(5)(ix) of Companies (Accounts) Rules, 2014, it is stated that the company is required to maintain the Cost Records and the Cost Audit Report for the financial year 2024-25 was prepared and submitted to the Board of Directors and that it does not contain any qualification, reservation, adverse remark or disclaimer and the same will be filed with the Registrar of Companies within the prescribed timeline.
CORPORATE GOVERNANCE
As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of corporate governance is provided under Annexure 6.
INDUSTRIAL RELATIONS
Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.
SAFETY, HEALTH AND ENVIRONMENT
The Company runs its operations with strict adherence to all Environment, Health & Safety (EHS) norms to provide clean, safe and healthy working conditions to our employees, and total protection to the communities around which we operate The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards/ risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the company had the following directors and Key Managerial Personnel [Refer Rule 8(5)(iii) of Companies (Accounts) Rules, 2014]:
|
S. No.
|
NAME
|
DESIGNATION
|
DATE OF APPOINTMENT
|
|
1.
|
Rana Ranjit Singh
|
Chairman & Non-Executive Director
|
30-07-1991
|
|
3.
|
Rana Veer Pratap Singh
|
Whole-Time Director
|
31-10-2002
|
|
4.
|
Mr. Basant Kumar Bajaj
|
Non-Executive Non-Independent Director (NENID)
|
12-08-2022
|
|
5.
|
Ms. Navpreet Kaur
|
Non-Executive Independent Director (NEID)
|
09-11-2018
|
|
6.
|
Mr. Surjeet Kaushal
|
Non-Executive Independent Director (NEID)
|
01-10-2023
|
|
7.
|
Mr. Harneet Singh Oberoi
|
Non-Executive Independent Director (NEID)
|
01-07-2024
|
|
8.
|
Mr. Gaurav Garg
|
Chief Financial Officer (KMP)
|
09-02-2021
|
|
9.
|
Mr. Madhur Bain Singh
|
Company Secretary (KMP)
|
27-04-2023
|
During the year under review and as on board report date, following changes are happened in the board:
Ý Designation of Mr. Basant Kumar Bajaj was changed from the Non-Executive Independent Director to Non-Executive Non-Independent Director w.e.f. 1st July, 2024 subject to confirmation by shareholders of the Company.
Ý Mr. Basant Kumar Bajaj resigned from the Board w.e.f. 15th May, 2025.
Ý Mr. Harneet Singh joined the Board of Directors in the capacity of Non-Executive Independent Director w.e.f. 1st July, 2024.
Ý Mr. Anil Singh Negi joined the Board of Directors in the capacity of Non-Executive Independent Director w.e.f. 14th August, 2025.
The Independent Directors are entitled to hold office for a term of 5 years and are not liable to retire by rotation.
Rana Ranjit Singh, Non-Executive Director and Chairman of the Company retires by rotation at the ensuing 33rd Annual General Meeting of the company and being eligible, offer themselves for reappointment. Though, such determination of office by retirement and then re-appointment, if approved by the members at the ensuing Annual General Meeting, would not constitute a break in the tenure of service as the Director of the Company.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. However, vide Securities and Exchange Board of India (SEBI), final order dated 27.08.2024 in the matter of Rana Sugars Limited, has inter-alia prohibited Rana Ranjit Singh and Rana Veer Pratap Singh from holding any position as Director or Key Managerial Person of any other listed company has for a period of two (2) years from the date of coming in force of the order.
During the period under review, none of the Non- Executive Directors of the Company had any pecuniary relationship or transactions with the Company. Further, none of the Non-Executive Directors of the Company have any shareholding in the company except Rana Ranjit Singh. He holds 100 equity shares in the Company.
The details of the Directors being recommended for appointment/ re-appointment/ Change in designation are contained in the Notice convening the forthcoming Annual General Meeting of the Company.
DECLARATION OF INDEPENDENCE
As per the provisions of Section 134 (3) (d), it is stated that all the Independent Directors have given declaration to the Company that they meet the criteria of 'Independence' set out in the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. {Refer Rule 8(5) (iiia) of Companies (Accounts) Rules, 2014}
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There is no Subsidiary, Joint Venture or Associate Company during the year under review. [Refer Rule 8(5) (iv) of Companies (Accounts) Rules, 2014]
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on the Company's website at following link http://ranagroup.com/rsl/AnnualReport_2022.htm.
NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS
As required under Section 134(3)(b), during the year under review, 5 (Five) Board meetings, 5 (Five) Audit Committee meetings, 1 (One) Stakeholders Relationship Committee meetings, 2 (Two) Nomination & Remuneration Committee meetings, 2 (Two) Corporate Social Responsibility Committee meeting and 7 (Seven) Finance and Investment Committee meetings were convened and held. Details and attendance of such Board & Committees meetings are mentioned in Corporate Governance Report.
Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors had a separate meeting on 28.03.2025.
PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS
The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company's at http://ranagroup.com/rsl/Familiarisation Programme_2022.htm.
PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS AND GUARANTEE MADE DURING THE FINANCIAL YEAR
Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013 read with Section 134(3)(g), have been provided in the notes to the financial statements which forms part of the Annual Report.
RESERVES
Entire amount of Net Profit of Rs. 3,438.29 Lakhs for the financial year 2024-25, has been retained for the growth of the Company, which appears under the head "Other Equity”. No amount has been transferred to general reserves. (Refer Sec 134(3) (j))
DIVIDEND
Your Directors have decided to plough back the earnings in the growth of business and for this reason, have decided, not to recommend any dividend for the year under review. (Refer Sec 134(3)(k))
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
No material changes and commitments which could affect the Company's financial position have occurred since the close of the financial year on March 31, 2025 till the date of this Board's Report. (Refer Sec 134(3)(l))
SUSTAINABILITY INITIATIVE
Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.
RISK MANAGEMENT
The Company is engaged in multiple businesses and there are unique risks associated with each business. The Company follows a well-structured Risk Management Policy, which requires the organization to identify the risks associated with each business and to categorize them based on their impact and probability of occurrence - at the business level and at the entity level. Mitigation plans are laid out for each risk along with designation of an owner thereof. It is the endeavor of the Company to continually improve its systems, processes and controls to improve the overall risk
Pursuant to Sec 134(3)(n) of the Companies Act, 2013 it is stated that in order to achieve the objective and for better governance, the Company has adopted a formal Risk Management Policy and also posted on the Company website at http://ranagroup.com/rsl/Policies of the Company/Risk Management Policy.pdf
The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower and individual large transactional risks.
The Managing Director of the company identifies and proposes action in respect of all risks through his Management team as and when these are perceived or foreseen or inherent in operations; analyses these, and then recommend it to Audit Committee for its review and further mitigation measures.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year. {Refer Rule 8(5)(ii) of Companies (Accounts) Rules, 2014}
SHARE CAPITAL
The authorised share capital of the company at the end of the Financial Year 2023-24 was Rs. 2,20,00,00,000/- comprising of 16,00,00,000 equity shares of Rs. 10/- each and 6,00,00,000 preference shares of Rs. 10/- each and the paid up capital was Rs. 1,53,56,78,200/- divided into 15,35,67,820 equity shares and Rs. 41,09,34,240/- divided into 4,10,93,424 preference shares of Rs. 10/- each respectively. There were no changes in the share capital of the company during the financial year 2024-25. There was no bonus issue, right issue, ESOP, buy back of share or issue of shares with differential voting rights during the year.
HUMAN RESOURCES DEVELOPMENT AND EMPLOYER-EMPLOYEE RELATIONS
Your Company believes and considers its human resources as the most valuable asset. The management is committed to provide an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full potential. Industrial relations remained cordial and harmonious during the year. Further discussion on this subject is included in the Management Discussion and Analysis Report forming part of this report.
Employee strength as on March 31, 2025 was 1,105 as compared to 1,302 in the previous year.
DEPOSITS
The Company has neither accepted nor renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the (Companies Acceptance of Deposits) Rules, 2014, during the financial year 2024-25, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date. {Refer Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014}
Further, Pursuant to the Rule 2(1)(c)(viii) and (xiii) of Companies (Acceptance of Deposits) Rules, 2014, Company received and repaid the following amount from/ to Directors and promoters by way of unsecured loan in pursuance of the stipulation of any lending financial institution or a bank:
|
Name of Promoter/ Director
|
Amount outstanding as at 31st March, 2024
|
Amount
received
|
Amount
repaid
|
Interest
Rate
|
Interest
paid
|
Amount outstanding as at 31st March, 2025
|
|
Rana Inder Pratap Singh
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Rana Ranjit Singh
|
4,57,627
|
0
|
0
|
0
|
0
|
4,57,627
|
|
Rana Veer Pratap Singh
|
0
|
0
|
0
|
0
|
0
|
0
|
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in near future. {Refer Rule 8(5)(vii) of Companies (Accounts) Rules, 2014} except those reported to the Stock Exchange from time to time. The same has been also been separately reported in the "Corporate Governance Report”
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
Detailed internal financial controls are essential to safeguard assets, to prevent and detect frauds, to ensure completeness and accuracy of accounting records, to ensure robust financial reporting and statements and timely preparation of reliable financial information. These are achieved through Delegation of Authority, Policies and Procedures and other specifically designed controls, and their effectiveness is required to be measured regularly as per the appropriately laid out mechanism.
Pursuant to Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is stated that your Company has in place adequate internal financial controls commensurate with its size, scale and operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are re-enforced on an ongoing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
VIGIL MECHANISM POLICY
The Company has established a vigil mechanism through Whistle Blower Policy and it oversees the genuine concerns expressed by the employees and other directors through the Audit Committee. The vigil mechanism also provides for adequate safeguards against victimization of employees and directors who may express their concerns pursuant to this policy. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. In terms of provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the policy has been approved by the Board of Directors. Adequate safeguards are also being provided against victimization of whistle blowers availing of such mechanism.
Whistle Blower Policy of the Company is posted on the website of the Company at following link: http://ranagroup.com/rsl/Policies of the Company/Vigil Mechanism Cum Whistle Blower Policy.pdf SECRETARIAL STANDARDS
The Company has duly complied with the applicable Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to Rule 8(5)(x) of Companies (Accounts) Rules, 2014, and as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has complied with provisions relating to the constitution of Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment.
During the year under review, the Number of Sexual Harassment Complaints received, Number of Sexual Harassment Complaints disposed off, Number of Sexual Harassment Complaints pending beyond 90 days are NIL, Thus, the Company has not received any complaint pertaining to sexual harassment.
ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
During the financial year under review, the company has not carried out any amendment to the Memorandum of Association and Articles of Association of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms 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. Such accounting policies have been selected and applied consistently and the Directors have made judgements 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 March 31, 2025 and of the Profit and Loss of the Company for the year ended on that date;
c. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis;
e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD OF DIRECTORS
The Board of directors have the following committees: -
| |
|
Stakeholders'
Relationship
Committee
|
|
|
| |
Nomination
and
Remuneration
Committee
|
Corporate
Social
Responsibility
Committee
|
|
|
Audit
Committee
|
Finance and Investment Committee
|
| |
L_M
|
|
^_A
|
|
| |
|
|
|
The Composition, terms of reference and number of meetings of the Committees during the period under review is covered in the enclosed Corporate Governance Report.
NOMINATION & REMUNERATION POLICY AND BOARD EVALUATION
Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria for determining qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, KMP and other senior management. Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to applicable rules and regulations.
The Company paid remuneration by way of salary, benefits, perquisites and allowances and commission, to its Managing Director and the Non- Executive Directors as mentioned below. The copy of the Nomination and Remuneration Policy of the company is attached as ANNEXURE 7
Managerial Remuneration:
a. Remuneration of Chairman, Managing Director and Directors
The details of remuneration paid to Chairman, Managing Director and Directors of the Company for the financial year 2024¬ 25, In lakhs, are as under:
|
Name of the Director
|
Rana Veer Pratap Singh
|
Rana Ranjit Singh
|
|
Designation
|
Managing Director
|
Chairman
|
|
Salary
|
297.45
|
—
|
|
Contribution to PF & Other Funds
|
---
|
—
|
|
Total
|
297.45
|
---
|
b. Non-Executive Independent Directors (NEIDs):
During the year, the NEIDs were neither paid any remuneration nor granted any loans or advances. The Non-Executive Independent Directors were eligible for sitting fees for each meeting of the Board and Audit Committee attended by them, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A Non-Executive Independent Director is also eligible for reimbursement of expenses incurred by him for attending the Board and/ or Committee meetings. There were no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors except those disclosed in the financial statements for the year ended on March 31, 2025.
The details of sitting fees paid to the Non-Executive Directors during the financial year 2024-25 are given below:
|
S. No.
|
Name of the Non- Executive Director
|
|
Sitting Fees (in Rs. Lakhs)
|
|
1.
|
Ms. Navpreet Kaur
|
|
1.60
|
|
2.
|
Mr. Basant Kumar Bajaj
|
|
0.55
|
|
3.
|
Mr. Surjeet Kaushal
|
|
1.60
|
|
4.
|
Mr. Harneet Singh Oberoi
|
|
0.40
|
| |
|
Total
|
4.15
|
c. Details of shares of the Company held bv the Directors as on March 31. 2025 are given below:
|
S. No.
|
Name of the Director
|
No. of Equity Shares Held
|
|
1.
|
Rana Ranjit Singh
|
100
|
|
2.
|
Rana Veer Pratap Singh
|
83,36,027
|
|
3.
|
Ms. Navpreet Kaur
|
Nil
|
|
4.
|
Mr. Basant Kumar Bajaj
|
Nil
|
|
5.
|
Mr. Surjeet Kaushal
|
Nil
|
|
6.
|
Mr. Harneet Singh Oberoi
|
Nil
|
REPORTING OF FRAUDS
There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Board of Directors and hence, there is nothing to report by the Board under Section 134(3) (ca) of the Companies Act, 2013.
AMOUNTS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES
As on 31st March, 2025, there being an amount of Rs. 775.39 Lakhs outstanding for more than 45 days to MSME registered supplier and was paid after complying with the provisions as contemplated in the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.
FORMAL ANNUAL EVALUATION
Pursuant to Sec 134(3)(p) of the Companies Act, 2013 and Listing Regulations, performance evaluation of the Board and its Committees and all the Directors has been carried out and the details are covered in the Corporate Governance Report.
STATUS OF LITIGATION BY OR AGAINST THE COMPANY
As on the reporting date, the litigations pending by or against the Company are mentioned at www.ranasugars.com. DISCLOSURE OF PROCEEDINGS UNDER IBC REGULATIONS
During the Financial Year 2024-25, no proceeding was initiated by and against the company in terms of the provisions of the Insolvency and Bankruptcy Code 2016. [Refer Rule 8(5)(xi) of Companies (Accounts) Rules, 2014]
ONE TIME SETTLEMENT
Pursuant to Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, it is stated that during the Year under review, there was no instance of One Time Settlement with any Bank/ Financial Institution and thus no reporting is required in the said Rule.
TRANSFER OF UNCLAIMED DIVIDEND TO IEPF
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto ('IEPF Rules'), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.
During the FY 2024-25, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor Education and Protection Fund (IEPF).
The company gave dividend in the year 2003-04 and 2004-05 and under the Campaign of "Saksham Niveshak” of IEPF, the company is encouraging all the shareholders whose dividend was transferred to IEPF to contact the company or the IEPF authorities for updating the KYC details, bank details and nomination details.
TRANSFER OF SHARES TO IEPF
Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ('IEPF Account').
During FY 2024-25, there were no shares which are required to be transferred to IEPF Account.
ACKNOWLEDGEMENT
Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central, Uttar Pradesh and Punjab Governments, financial institutions, banks and all other stakeholders for their whole-hearted support and co-operation. We look forward to their continued support and encouragement.
On behalf of the Board of Directors For RANA SUGARS LIMITED
Date : August 14, 2025 RANA RANJIT SINGH RANA VEER PRATAP SINGH
Place : Chandigarh Chairman Managing Director
DIN: 00076770 DIN: 00076808
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