డైరెక్టర్ల నివేదిక Naraingarh Sugar Mills Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the integrated 31^st Annual Report of Naraingarh
Sugar Mills Limited (“the Company”) along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Acf)
read with Companies (Accounts) Rules, 2014. The financial statements for the financial year
ended 31st March, 2024 as well as comparative figures for the year ended 31st March, 2023 are
Ind AS compliant.

The Financial highlights of your Company for the financial year ended March 31, 2024 as is
summarized below:

OPERATIONS & FINANCIAL RESULTS

(Amniint in

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Income from operations
Net sales/income from operations	22914.61	21571.76
Other operating Income	3.01	599.26
Other Income	0.88	39.92
Total Income	22918.50	22210.94
Total expenses ( excluding Depreciation and Finance costs)	20941.64	19361.43
EBIDTA	1976.86	2849.51
Depreciation and Amortisation	924.13	995.03
Finance costs	3866.86	3362.77
Profit / (Loss) from ordinary activities after finance costs but before exceptional items	(2814.13)	(1508.29)
Other Comprehensive Income/(Loss)	(27.31)	13.39
Profit / (Loss) from ordinary activities before tax
Tax expense/ Deferred Tax	(732.31)	(391.02)
Net Profit / (Loss) from ordinary activities	(2109.13)	1103.89

OPERATIONS

During the year under review, the production of sugarcane was low. Also, Export Quota has
been on the lower side. Accordingly, Power generation was also low and Subsidy was also less
we have received.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

The Company has generated revenue from operations of Rs. 22918.50 Lakhs for the current
Financial Year as compared to Rs. 22210.93 Lakhs in the Previous Year. The Net Loss for the
current Financial Year Increased to Rs. (2109.13) Lakhs as against Rs. (1103.89) lakhs as
reported in the Previous Year.

In accordance with the provisions contained in section 136 of the Companies Act, 2013 (“the
Act”), the Annual Report of the Company, containing Notice of the Annual General Meeting,
Financial Statement, Report of the Auditor’s and Board of Directors’ thereon are available on the
website of the Company at www.naraingarhsugarmillsltd.com.

Further, a detailed analysis of Company’s performance is included in the Management
Discussion and Analysis Report (“MDAR”), which forms part of this Annual report. The Financial
Statements of the Company for the F.Y. ended 31st March, 2024 have been prepared in
accordance with applicable Indian Accounting Standards and the relevant provisions of the Act.

DIVIDEND

The Board of Directors has not recommended any dividend to be declared for the financial year
2023-24 in view of the losses suffered by the company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year ended 31^st March, 2024, Your Company does not have any
Subsidiaries, Associates and Joint Ventures, hence disclosure in Form AOC -1 is not required.

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary
company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. The Policy is uploaded on the Company’s website at www.naraingarhsugarmillsltd.com.,
presently there is no material subsidiary company.

TRANSFER TO RESERVES

Entire amount of Net loss of Rs. (2109.13) Lakhs for the financial year 2023-24, has been
transferred to Surplus account, which appears under the head “Reserves and Surplus.” No
amount has been transferred to any other reserves.

SHARE CAPITAL

The authorized share capital of the company at the end of the Financial Year 2023-24 was Rs.
30,00,00,000/- (Rupees Thirty Crores) comprising of 2,10,00,000 equity shares of Rs. 10/- each
and 90,00,000 Redeemable Preference Shares of Rs. 10/- each.

The Issued, subscribed and paid-up share capital of the company comprise of 2,03,12,200 equity
shares of Rs. 10/- each (including calls in arrears amounting to Rs. 1,29,41,000/-) and
21,77,251 (12%) Redeemable Non-Cumulative Preference Shares of Rs. 10/- each.

There were no changes in the share capital of the company during the financial year 2023-24.
There were no instance of bonus issue, right issue, ESOP, buy back of share or issue of shares
with differential voting rights during the year.

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 material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and till the date
of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business of the Company during the financial year 2023-24.
CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31^st March, 2024 prepared in accordance
with Accounting Standard -3, ‘Statement of Cash Flows’ is attached and forming part of the
financial statements of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company laid down a
framework and programme for familiarization of Independent Directors, which may be accessed
on the Company’s website www. naraingarhsugarmillsltd. com.

Independent Directors are familiarised with their roles, rights and responsibilities in the
Company, the industry in which it operates, business model, etc. through various internal
programmes and through presentations on economy & industry overview, key regulatory
developments, strategy and performance which are made to the Directors from time to time.
Details of the familiarization program on cumulative basis are available on the Company’s
website at www.naraingarhsugarmillsltd.com.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary, associate or joint venture company. The provisions
regarding disclosure of the performance of the entities are not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition

Your Company’s Board comprises of mixture of executive and non-executive directors with
considerable experience and expertise in various fields and business strategy.

The details of the directors and their meetings held during the year have been given in the
Corporate Governance Report, which forms part of this report.

The list of Directors & Key Managerial Personnel’s of the Company during the financial year
ending March 31, 2024 are as follows:

1. Mr. Sandeep Singh Ghuman (DIN: 07275838), Whole Time Director;

2. Mr. Manoj Kumar Das (DIN: 07693956), Independent Non-Executive Director;

3. Mr. Rayappa Ramappa Hanchinal (DIN: 08138621), Independent Non-Executive Director,
and

4. Ms. Grupsi (DIN: 08788588), Non- Executive Independent Woman Director

5. Mr. Vijay Bhatia (PAN:- AEQPB8143K ) Chief Financial Officer (CFO)

6. Ms. Prabhjot Kaur (PAN:- CJQPK4620R), Company Secretary & Compliance Officer.

Changes in Directors and Key Managerial Personnel’s:

During the year Company secretary Ms. Misha Nahal resigned from the Company and Ms.
Prabhjot Kaur appointed. (Details mentioned in CG report)

Declaration by Independent Directors

The Company has received the necessary declarations from all the Independent Directors under
section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet
the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations. Further, all the independent directors are registered with data bank
maintained by the Indian Institute of Corporate Affairs (“IICA”). The Independent Directors have
confirmed that they are not aware of any circumstances or situation, which exists or reasonably
anticipated that could impair or impact his/her ability to discharge his/her duties with an
objective independent judgment and without any external influence.

Furthermore, skills/expertise/competence of each independent director in specific functional
areas and names of the Companies in which they hold Directorships and/or
membership/chairmanship of Committees of the Board, as stipulated under specified regulation
of the SEBI Listing Regulations is given in the Corporate Governance Report which is forming
part of this Report.

Retirement by rotation and subsequent re-appointment

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of
Association, Mr. Sandeep singh DIN: 07275838 Executive Director, of the Company is liable to
retire by rotation at an ensuing Annual General Meeting and being eligible has offered himself
for re-appointment This shall not constitute a break in his office as the Whole Time Director of
the Company. A brief resume, nature of experience in specific functional areas, names of
companies in which he holds directorships and memberships / chairmanships of Board
Committees, shareholding and relationships between directors inter-se as stipulated under
Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM.
The Board of Directors of your Company recommended the appointment.

None of the Directors are disqualified for being appointed as the Director of the Company in
terms of section 164 of the Companies Act, 2013. During the year under review, the Non¬
Executive Directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, perquisites and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board / Committees of the Company.

DETAILS OF MANAGING BODY AND KEY MANAGERIAL PERSONNELS

The details of the managing body of the company as per the orders of the State Government of
Haryana and the Key Managerial Personnel’s (KMPs) in accordance with the provisions of Section
2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder, and
includes supervision by the government officials.

S. No.	Name	Designation	Date Of Appointment	Date of cessation
1.	Mr. Sandeep Singh	Whole Time Director	14.08.2015	N.A.
2.	Ms. Misha Nahal	Company Secretary	29.12.2021	18-07-2023
3.	Prabhjot Kaur	Company Secretary	09.11.2023	27-06-2024
4.	Mr. Vijay Bhatia	Chief Financial Officer	14.11.2022	N.A.
5.	Mr. V K Singh	Unit Head		N.A.
6.	Ms. Grupsi	Independent Women Director	25/07/2020	N.A.
7.	Mr. Rayappa Hanchinal	Independent Director	28/11/2022	N.A.
8.	Manoj Das	Independent Director	28/11/2022	N.A.

MANAGEMENT COMMITTEE

In absence of the required Board of Directors, and due to non-payment of cane growers within
time the mill is being supervised by government through a management committee.

POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL
AND OTHER EMPLOYEES

The remuneration paid to the Executive Directors is in accordance with the Nomination and
Remuneration Policy of the company formulated in accordance with Section 134(3)(e) and Section
178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including
any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects
covered in the Nomination and Remuneration Policy have been outlined below:

• To identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommend
to the Board his / her appointment

• To formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, key managerial personnel, Senior Management Personnel
of the Company.

• To formulate the criteria for evaluation of performance of independent directors and the
board of directors.

• To evaluate the performance of the Members of the Board and provide necessary report
to the Board for further evaluation of the Board and to determining whether to extend or
continue the term of appointment of the Independent Director, on the basis of the report
of performance evaluation of Independent Directors.

• To recommend to the Board on all remuneration in whatever form, payable to the
Directors, KMPs and Senior Management.

• To develop a succession plan for the Board and to regularly review the plan.

• To assist the Board in fulfilling responsibilities.

The Nomination and Remuneration policy is available on the website of the Company at the web-
link https: //www.naraingarhsugarmillsltd.com/criteria-of-making-payments-to-non-executive-
directors.php.

NUMBER OF BOARD MEETINGS

During the year under review, 5 meetings of the Board were convened and held. Details and
attendance of such Board meetings and management committee meetings are mentioned
hereunder and also stated in the Corporate Governance Report:

Sr. No	Name	Category (Director)	Position	Number of meetings held during the year ended March 31, 2024
				Held	Attended
1	Mr. Sandeep Singh	Whole Time Director	Chairman	5	5
2	Ms. Grupsi	Independent Women Director	Member	5	0
3	Mr. Rayappa Hanchinal	Independent Director	Member	5	5
4	Mr. Manoj Das	Independent Director	Member	5	4

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Since the composition of the Board was deficient and there were no effective Board procedures
as per Companies Act, 2013 or LODR Regulations, no such performance evaluation was carried
out during the year.

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and
Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting,
challenging situations, performing leadership role, and effective functioning of the Board. The
evaluation process also involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors and also considers the time spent by each of the directors,
accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director,
active participation and contribution during discussions.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to
Directors’ Responsibility Statement, the Directors confirm: -

• The Financial Statements of the Company for the year ended March 31, 2024, have been
prepared on a going concern basis following applicable Indian accounting standards and
that no material departure have been made from the same;

• In the preparation of the annual accounts for the financial year ended March 31, 2024,
the applicable Indian accounting standards, have been followed along with proper
explanation relating to material departures;

• Directors have selected such accounting policies and applied them consistently and made
judgements an estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your company as at March 31, 2024 and of the profits and
loss of the company for financial year ended March 31, 2024.

• The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 to
safeguard the assets of the Company and for preventing and detecting fraud and other
irregularities.

• the Directors have laid down internal financial controls to be followed by the Company
and that such financial controls are adequate and are operating effectively; and

• Proper systems to ensure compliance with the provisions of all applicable laws in place
and that such systems were adequate and operating effectively.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with rules framed
thereunder, the details of activities in the nature of Energy Conservation, Research and
Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as
‘Annexure-2’ and forms part of this report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

The information as per Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of this Report is attached as Annexure-1.

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5
(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate annexure forming part of this Report. That annexure is not being sent to
the Members and others entitled to this Report and the financial statements, as provided in
Section 136 (1) of the Companies Act, 2013. Any member interested in obtaining a copy of the
said Annexure may write to the Company Secretary at [email protected].

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees who comes within the purview of Section
134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, a copy the Annual Return of the
Company for F.Y. 2023-24 is available on Company’s website and can be accessed at
www. naraingarhsugarmillsltd. com.

AUDITORS AND AUDITORS’ REPORT

I.) STATUTORY AUDITORS

At the previous 29^th AGM of the company, M/s P K Vasudeva & Co, Chartered Accountants
(Firm Registration No. 000724N) were appointed as the Statutory Auditors of the company
for a tenure of five years from the conclusion of the ensuing AGM to hold office up to the
conclusion of AGM to be held in the year 2027. The Auditors have given their consent for
appointment and have confirmed that their appointment, if made would be within the limits
prescribed under the act.

The Auditors’ report of the company issued by the Statutory Auditors contains certain
observations and remarks. The remarks of the Auditors and the management reply thereof
are provided hereunder:

Sr. No.	Comment/ remark of the Statutory Auditors	Management Reply
1.	We draw attention to Note 4.2 of the financial statements regarding Contingent Liabilities & Commitments (including default in repaying Term/Soft loans and guarantees) can adversely affect the financial viability of tile Company. Adverse decision by various adjudication authorities can further erode tile working capital as well as Share capital too. In spite of such serious nature, the management of the Company has prepare the financial statements without acknowledging the liability and prepare it on "Going Concern concept" However we have not been able to corroborate tile Management''s contention of "Going Concern". Accordingly, we are unable to comment on tile "Going Concern Principle” of tile Company.	The management of the company as of now is vested into the state government of Haryana and the best efforts are being made to regularise the affairs of the company and deal with all the defaults. The management, keeping an optimistic approach has decided to continue to follow the “Going Concern Concept” for preparation of the financial statements.
2.	We draw attention to Note 4.4 of tile financial statements regarding default by Company in repaying Loans (Principal and Interest) from Bank/Financial Institution. An FlR dated 28th December, 2021 was lodged u/s. 120B, 406, 409, 420, 468 & 471 of IPC against relative of Ex-Directors and other officers of the Company. The management of the Company is also taken over by tile State Government. Further land measuring 64 Acre in the name of Company was also attached by Hon ''ble Court vide order dated 25th February, 2022. These developments can adversely affect to the	The management of the company as of now is vested into the state government of Haryana and the best efforts are being made to regularise the affairs of the company and deal with all the defaults. The matter of FIR being subjudice is not commented upon. The management, keeping an optimistic approach has decided to continue to follow the “Going

	overall functioning of the Company and may also affect tile “Going Concern Concept” of the Company. In spite of such serious nature, the management of tile Company has prepare tile financial statements without acknowledging tile liability and prepare it on "Going Concern concept" However we have not been able to corroborate tile Management''s contention of "Going Concern". Accordingly, we are unable to comment on this point.	Concern Concept” for preparation of the financial statements.
3.	We draw attention to Note 4.5, 4. I 2 & 4.13 of the financial statements regarding party balances including balance due from Mr. Rahul Anand who is tile prime party of FIR along with other Companies/Firms related to him. We are unable to comment on this point, since the matter is subjudiced.	The matter of FIR being subjudice is not commented upon. As about the balances due from other parties, the financial statements reflects the amounts as per the company''s accounting records.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s P
K Vasudeva & Co. in their Report dated June 20, 2024. Further, the Auditors of the Company
have not reported any fraud as specified under section 143(12) of the Companies Act, 2013
read with rules framed thereunder, either to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company has appointed CS Ajay K. Arora, Practicing Company Secretary
(M. No. 2191 & C.P. No. 993), to conduct the Secretarial Audit for the financial year 2023¬
24.

The Secretarial Audit Report submitted by CS Ajay K. Arora in the prescribed form MR- 3 is
attached as Annexure-3’ and forms part of this Report. The Secretarial Audit report
contains certain observations and adverse remarks. Such adverse remarks and the
management reply thereof are enclosed with this report as Annexure-3A’.

III. ) COST AUDIT

Pursuant to section 148 and other applicable provisions, if any of the Companies Act, 2013
read with Companies (Cost record and Audit) Rules, 2014, as amended from time to time
the Board of Directors of your Company has appointed M/s Khushwinder Kumar & Co, Cost
Accountants (Registration No: 100123) as the Cost Auditor for the financial year 2024-25 on
the recommendations made by the Audit committee. The remuneration proposed to be paid
to the Cost Auditor, is subject to the ratification by the members at the ensuing AGM, would
be not exceeding INR 75,000 INR Rupees Seventy Five Thousand Only) excluding taxes and
out of pocket expenses, if any. Your directors recommend the ratification in remuneration
payable to the Cost Auditors of the Company at ensuing Annual General Meeting.

Your company has received consent from Khushwinder Kumar & Co, Cost Accountants, to
act as the Cost Auditor of your company for the financial year 2024-25 along with certificate
confirming their Independence. No Cost Audit Report for the year ended 31st March 2023
was filed with the Registrar of Companies, within the prescribed time limit and for the year
ended 31st March 2024 the same shall be filed within prescribed time after completion of
Cost Audit by Cost Auditors.

The Company has made and maintained requisite Cost accounts and records as required to
be maintained as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013.

CORPORATE GOVERNANCE

A report on corporate governance together with the Certificate from M/s. A. Arora & Co, Company
Secretaries, confirming compliance with corporate governance norms as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this
report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations,
is presented in a separate section forming part of this Annual Report. Management Discussion
and Analysis, covers the state of the Company''s affairs business operations / performance of the
Company’s various businesses, internal controls and their adequacy, risk management systems,
human resources and other material developments during the financial year 2023-24.

INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate and commensurate with the size, scale and
complexity of its operation. The internal controls are tested for adequacy, efficiency and
effectiveness through audits by the in- house internal audit department and the observations,
corrective and preventative actions are reviewed by the management and Audit committee of the
Board of Directors.

During financial year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Companies Act, 2013, re-emphasizes the need for an effective Internal Financial Control
System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii)
of Companies (Accounts) Rules, 2014, requires the information regarding adequacy of Internal
Financial Controls with reference to the financial statements to be disclosed in the Board Report.

To ensure effective Internal Financial Controls, the Company has laid down the following
measures:-

• The Company’s books of accounts are maintained in ERP and transactions are executed
through ERP setups to ensure correctness/effectiveness of all transactions, integrity and
reliability of reporting.

• The Company is having in place a Risk Management framework.

• The Company is having in place a well-defined Vigil Mechanism (Whistle Blower Policy).

• Compliance of Secretarial functions is ensured by way of Secretarial Audit.

• Compliance relating to Internal Control System of the Company is ensured by way of
Internal Audit.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value
of the business, its capital and its continuity. In order to achieve the objective and for better
governance, the Company has adopted a Risk Management Policy. 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.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2023¬
24 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any
Unpaid or Unclaimed Deposits at the end of the Financial Year.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is
committed to provide a healthy environment to each and every employee of the Company. The
Company has in place ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with
the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (hereinafter referred “as the said act”) and Rules made there under. As per
the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal
Complaints Committee (‘ICC’) at the Registered Office, Works to deal with the Complaints
received by the Company pertaining to gender discrimination and sexual harassment at
workplace.

Policy on Prevention of Sexual Harassment at Workplace is available on company’s website:
www.naraingarhsugarmillsltd.com

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the
number of cases filed under Sexual Harassment and their disposal for the financial year under
review, is as under:-

a) Number of complaints received in the year : Nil

b) Number of complaints disposed off during the year : Nil

c) Number of cases pending more than ninety days : Nil

d) Nature of action taken by the employer or district officer : Not applicable.

DEPOSITORY SYSTEMS

The Company has established connectivity with both Depositories viz. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s Alankit Assignments Limited, its Registrar and Share Transfer
Agent across physical and electronic alternative.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

Particulars of loans, guarantees, investments and securities provided by the company as on
March 31, 2024 have been provided in the Financial Statements which forms part of the Annual
Report. During the financial year 2023-24, the company has not given any loans or extended
any guarantee or security to any other entity, in terms of the provisions of section 186 of the
Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF
THE COMPANIES ACT, 2013

All the transactions with Related Parties are placed before the Audit Committee and are also
placed before the Board for approval.

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions
which are of a foreseen and repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted are placed before the Audit Committee and the Board of Directors
for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm’s length basis, in
the ordinary course of business and in accordance with the provisions of section 188 of the
Companies Act, 2013, and Rules made thereunder read with Regulation 23 of the SEBI Listing
Regulations, 2015. However, during the financial year ended on 31st March, 2024 the Company
has not entered into any material related party transactions under the SEBI Listing Regulations,
2015 read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form
part of this report.

The details of the related party transactions entered as required under “Ind. As -24” are set out
in Note to accounts to the standalone financial statements forming part of this Annual Report.

The company did not enter into any related party transactions as per the provisions of Companies
Act, 2013 and the LODR Regulations.

The Company has formulated a policy on dealing with related party transactions which is posted
on the website of the Company at the web link
https: //www.naraingarhsugarmillsltd.com/policy-on-dealing-with-related-party-
transactions.php.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In Compliance with the provisions of section 177(9) of the Companies Act, 2013 read with
Regulation 22 of the SEBI Listing Regulations, the Company has adopted a vigil
mechanism/Whistle Blower Policy. The Company’s vigil mechanism/Whistle blower Policy aims
to provide the appropriate platform and protection for Whistle Blowers to report instances of
fraud and mismanagement, if any and to promote reporting of any unethical or improper practice
or violation of the Company’s Code of Conduct or complaints regarding accounting, auditing,
internal controls or suspected incidents of violation of applicable laws and regulations including
the Company’s code of conduct or ethics policy or Code of Conduct for Prevention of Insider
Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a
mechanism for employees of the Company to approach the Chairman of the Audit Committee

Mr. Sandeep Singh, Whole-Time Director, nominated by the Board of Directors of the company
to play the role of the Audit to report concerns about unethical behavior (actual or suspected),
frauds and other grievances. No personnel of the Company have been denied access to the said
Director. Adequate safeguards are 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 the web-link:
https: //www.naraingarhsugarmillsltd.com/details-of-establishment-of-vigil-mechanism-
whistle-blower-policy.php.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY’S OPERATIONS
IN FUTURE

Order passed by Supreme Court Committee in W.P(C) No. 995/2019 on 24.08.2023 attached all
the properties of the company & directed bailiff of the local court to give effect to the attachment
by taking over physical possession of the properties attached & facilitate the valuer to enter the
attached properties for inspection for furnishing the valuation report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial
Standards - 2 issued by the Institute of Company Secretaries of India and approved by the
Central Government.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your
Company has made proper disclosures in the Financial Statements. The applicable Accounting
Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the
Act.

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 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. The Company does not produce any kind
of hazardous waste.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (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.

There are no funds or shares lying with the Company to be transferred to IEPF account In
accordance with Section 125 of the Companies Act, 2013 for the FY 2023-24.

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 2023-24, there were no shares which are required to be transferred to IEPF Account.
GENERAL DISCLOSURE

During the year under review:

• The Company has not issued Equity Shares with differential rights as to dividend, voting
or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules
made thereunder.

• The Company has not made any provisions of money or has not provided any loan to the
employees of the Company for purchase of shares of the Company pursuant to the
provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

• The Company has not bought back its shares, pursuant to the provisions of Section 68
of Companies Act, 2013 and Rules made thereunder.

• During the year, your Company has not issued any sweat equity shares. Therefore, no
disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures)
Rules, 2014;

• During the year under Report, no funds were raised through preferential allotment or
qualified institutional placement.

• During the year under Report, no funds were raised through employee stock option
scheme and employee stock purchase scheme.

• During the year under review, the Company has not made any application under
Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the
said Code as at the end of the Financial Year;

• During the year, the Company has not undergone any one-time settlement and therefore
the disclosure in this regard is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility) Rules, 2014 are not applicable to the company during the financial year
2023-24.

SUM DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

As on March 31, 2024 a sum of Rs. 23.58 Lakhs was payable towards Principal amount and the
interest due thereon remaining unpaid to MSME supplier.

CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the certification by the Chief Executive Officer and Chief
Financial Officer on the financial statements and Internal Controls relating to financial reporting
is annexed to this Report.

ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on
record its appreciation to all employees in the Company, for their sustained efforts and immense
contribution to the good levels of performance and growth that the Company has achieved during
the financial year under review.

Your Directors also place on record their sincere thanks and appreciation for the continuing
support and assistance received from the financial institutions, banks, Government as well as
non- government authorities, customers, vendors, and members during the financial year under
review.

Date: 02.09.2024
Place: Naraingarh

By the order of Board of Directors
Naraingarh Sugar Mills Limited

SANDEEP SINGH GHUMAN

Chairman & Whole Time Director
DIN: 07275838

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 21st Annual report of your company alongwith audited annual accounts of the company for the period ended 31st March, 2014.

OPERATIONS & FINANCIAL RESULTS

Rs. In Lacs

Particulars Year ended Year ended 31st March 31st March 2014 2013

Income from operations

Net sales/income from operations 17133.68 12021.75

Other operating Income 22.91 32.24

Other Income 16.78 6.44

Total income 17173.37 12060.43

Total expenses (excluding Depreciation and Finance costs 16564.24 10769.56

EBIDTA 609.13 1290.87

Depreciation 180.61 170.24

Finance costs 97.62 805.08

Profit / (Loss) from ordinary activities after finance costs but before exceptional items 330.90 315.55

Exceptional items (1.22) 0.00

Profit / (Loss) from ordinary activities before tax 329.68 315.55

Tax expense 191.16 58.83

Net Profit / (Loss) from ordinary activities 138.52 256.72

It is informed that during the current financial year the company achieved a total income of Rs. 17173.37 Lacs which is approximately 42% higher than the previous year figure of Rs 12060.43 Lacs. The company had crushed 407977 MT of cane which is approximately 5.80% higher than the last year figure of 385589 MT. This was followed by an equivalent increase in sugar production from last years'' 37029 MT to 41339 MT. The company was able to register a net profit after taxes of Rs.138.52 Lacs compared to Rs. 256.72 lacs during last financial year. There has been a steep fall of around 46% in net profits of the company, mainly because of higher cost of cane procurement.

The comparative figures of Cane crushed and recovery during the current year and last financial year which is given hereunder:-

Particulars 2013-14 2012-13

Cane Crushed(MT) 407977 385589

Recovery (%) 10.13 9.60

Production(MT) 41339 37029

Future Plans

Your company is an established player in the sugar industry and has been achieving profits despite overall poor performance of the industry in last 4-5 years. The management is taking keen interest in upgrading the technology and performance of the sugar manufacturing unit. As a part of the modernization and expansion plan, the company increased its installed capacity to 3500 TCD during the financial year under review.

The company undertook an in house feasibility with the help of newly recruited, highly competent technical professionals and now envisages implementation of 25MW capacity bagasse based cogeneration power plant alongwith expansion and modernization of Sugar Factory. Besides, it is also proposed to enhance the crushing capacity to 5500 TCD from the existing 3500 TCD and stabilizing operations to 229 TCH from existing 104 TCH.

In addition to this, the company has already designed and proposed to install a sugar mill modification scheme for achieving steam and power economy. The scheme is for 40% steam on cane & 25 KWh/TCH. The cogen plant of 25MW shall operate on Bagasse generated during crushing season. During the off season the company proposes to collect biomass from the surrounding areas and indigenous coal for running the proposed cogen plant.

The proposed integrated project shall improve the quality of sugar for meeting the national and international standards while operating at optimum levels, thereby reducing the manufacturing costs and shall also provide raw material for cogen power plant in the form of Bagasse. In other words, this expansion and modernization program shall lend a new lease of life to the sugar factory.

Your Board expects much better performance in the years to come in view of the above modernization and expansion of sugar factory.

DIVIDEND

Keeping in view the financial constraints of the company, your directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Change in Directorship

During the financial year under review, Mr. Baldev Singh Kang resigned from the post of Managing Director of the company w.e.f 22nd February, 2014. Though Mr. Baldev Singh Kang remained as director of the company and agreed to look after day to day affairs of the company till the vacancy so caused is filled.

A month later, the company had to bear a huge loss with the death of Mr. Onkar Anand, Vice Chairman of the company. Mr. Onkar Anand lent a new direction to the company since his appointment in 2008. His death came as a hard blow to the company. The Board expresses its heart-felt grief on this irreparable loss.

Mrs. Uma Sharma, Independent director of the company has resigned from the said post with effect from 31st July, 2014.

Directors to retire by rotation

In terms of Articles of association of the company, Mr. Baldev Singh Kang and Mrs. Ravinder Kaur Kang retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

Besides, as per the provisions of section 149, 150, 152 and the companies (appointment and qualification of directors) Rules 2014, Mr. Gurdev Bassi, Mr. Gurkirpal Singh Bedi, Mr. Mahavir Singh and Mr. Aman Handa who were initially appointed as directors liable to retire by rotation under companies act, 1956 are proposed to be appointed as independent directors for a period of five years and shall not be liable to retire by rotation. The company has received notices in writing from members alongwith deposit of requisite amount under section 160 of the act proposing the candidatures of each of Mr. Gurdev Bassi, Mr. Gurkirpal Singh Bedi, Mr. Mahavir Singh and Mr. Aman Handa for the office of Directors of the company.

The company has also received declarations from Mr. Gurdev Bassi, Mr. Gurkirpal Singh Bedi, Mr. Mahavir Singh and Mr. Aman Handa that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. The board recommends their reappointment as independent directors on the board of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Following is the directors'' Responsibility Statement as required under section 217 (2AA) of the companies (Amended) Act, 2000, in respect of the Financial Statements, the directors, confirm that:

* That during the preparation of annual accounts, applicable accounting standards and policies have been followed along with proper explanation relating to material departures.

* 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 true and fair view of the statement of affairs of the company at the end of the financial year ended on 31.03.2014 and of the profit or loss of the company for that period.

* That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Vasudeva & Associates, Chartered Accountants of the company retire at the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Board recommends the appointment of M/s. Vasudeva & Associates, Chartered Accountants (Registration No:022239N with the Institute of Chartered Accountants of India) having office at SCO: 32-35, 1st Floor, Madhya Marg, Sector 8C, Chandigarh, as Statutory Auditors of the company, to hold office from the conclusion of this Annual General Meeting to be held in the year 2019. However, the appointment in next years is subject to ratification by the members at every Annual general Meeting to be held after this Annual General Meeting on such remuneration as maybe mutually determined between the Auditors and the Board of Directors of the company.

AUDITORS'' REPORT AND OBSERVATIONS

The Auditors'' report is self explanatory and does not call for any comments as the auditors have not made any adverse remarks/qualifications in the Auditors'' Report.

COST AUDITORS

M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar were appointed as Cost Auditors for the financial year ended 31st March, 2014. Their report shall be submitted to the Department of Company Affairs, Government of India in accordance with the requirements of law.

REPORT ON CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement report on Corporate Governance alongwith Certificate obtained from Ms. Parul Arora, FCS, company secretary in practice, in respect thereof and Management Discussion and Analysis Report forms an essential part of this report and are annexed herewith as Annexure-B.

PUBLIC DEPOSITS

The company has not invited any public deposits under section 58A, 58AA of the Companies Act, 1956 during the financial year under review.

HUMAN RELATIONS

The Directors wish to place on record their appreciation of the earnest efforts and contributions made by employees at all level for the smooth operation of the company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any person, the information of which is to be given under section 217 (2A) of the companies act, 1956 read with the companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to conservation of energy and technology absorption and Foreign Exchange earning and Outgo forms an integral part of this report and is annexed as Annexure A.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all Banks, central/state government department and other local authorities for unstinted and continued guidance and support. Our gratitude is also is also due to the shareholders for the confidence and faith they have reposed in us.

BY ORDER OF THE BOARD FOR NARAINGARH SUGAR MILLS LTD

Sd/- Sd/- Date: 30/05/2014 Renu Anand Jitendra Anand Place: Chandigarh Director Executive Director

---

Mar 31, 2013

To The shareholders of Naraingarh Sugar Mills Limited Naraingarh

The Directors are pleased to present the 20th Annual report of your company alongwith audited annual accounts of the company for the period ended 31st March, 2013.

OPERATIONS ft FINANCIAL RESULTS

Rs in Lacs

Particulars Current Year Previous year (31.03.2013) (31.03.2012)

Total income 12060.43 7920.36

Total expenditure 11574.64 7522.23

Profit before Depreciation and Tax 485.79 398.13

Depreciation 170.24 115.09

Profit before tax 315.55 283.04

Taxes 58.83 59.71

Profit after Taxes 256.72 223.33

Earning per share 1.35 1.10

It is informed that during the current financial year the company achieved a Gross turnover of Rs. 12482.79 Lacs which is approximately 55% higher than the previous year figure of Rs 8057.22 Lacs. The company was able to register a net profit after taxes of Rs. 256.72 Lacs compared to Rs. 223.33 lacs during last financial year.

The comparative figures of Cane crushed and recovery during the current year and last financial year which is given hereunder:-

Particulars 2012-13 2011-12

Cane Crushed (MT) 363980 329624

Recovery (%) 9.47 9.53

Production(MT) 34469 31424

Future Plans

Your company is an established player in the sugar industry and has been showing consistent profits despite overall dismal performance of the industry in the last few years. The management is taking keen initiatives in bringing the technology and performance of the unit at par with the big players in the industry. As briefed by the management in previous reports that it has proposed to set up a 25MW capacity cogeneration power plant apart from expansion and modernization of existing sugar plant. As a part of the Concurrent modernization and expansion plan of the sugar plant, the company has invested an amount of Rs. 5.27 Cr. from its internal accruals for increasing the installed capacity of the unit to 3000 TCD from the existing 2500 TCD during the financial year under review which shall be further increased to 5500 TCD before the start of sugar season 2014 in a phased manner thus stabilizing operations to 229 TCH from existing 125 TCH. The company is also at the final stages of entering into an implementation agreement (IA) with Haryana Renewable Energy Development Agency (HAREDA) for setting up the Grid Connected Industrial Bio mass/Bagasse Cogeneration Power project. The power project is on implementation stage and is likely to be commissioned before the start of sugar season 2014 in integration with sugar mill expansion / modernization plans of the company.

The company has designed and initiated the installation of modification scheme for achieving steam and power economy. The design philosophy will be able to generate optimum levels of power from high pressure steam, supply steam and power requirements of the sugar complex and auxiliaries and export optimum level of power to HSEB''s substation. The cogeneration project has several advantages in terms of availability of required space, suitability from topographical and geological considerations, availability of rail/road networks, sugar availability, water availability and nearest grid connectivity for operating the project.

The alone integrated project shall not only improve the quality of sugar for meeting the national and international standards while operating at optimum levels, but also reduce the manufacturing costs apart from providing raw material for cogen power plant in the form of Bagasse. Implementation of cogen power plant concurrently with sugar expansion/modernization project along with other by-products right from beginning goes a long way to integrate the operations and improve sustainability and shall mitigate the risk of fluctuation in international market prices to some extent.

In view of the above your Board expects much better performance in the years to come. DIVIDEND

Keeping in view the financial constraints of the company, your directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Change in Directorship

During the financial year under review, Mr. Shashi Bhushan Mahen and Mr. Vijay Mahen resigned from the Directorship of the company w.e.f 23rd August, 2012 and Mr. Aman Handa was appointed as

Additional Director on 30th March, 2013 in independent capacity under the provisions of Clause 49 of the listing Agreement. As per provisions of Section 260 of the Companies Act, 1956 the appointment of Mr. Aman Handa comes to an end on the ensuing Annual General Meeting. Your Board recommends the regularization of his appointment as Directors to retire by rotation as the company has received notices from one of the shareholders proposing their candidature for appointment as independent director in their Annual General Meeting to be held on 29th July, 2013. Directors to retire by rotation

As per provisions of Section 256 of the companies Act, 1956 Mr. Onkar Anand, Mrs. Renu Anand and Mr. Jitendra Anand retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Following is the directors'' Responsibility Statement as required under section 217 (2AA) of the companies (Amended) Act, 2000, in respect of the Financial Statements, the directors, confirm that:

- That during the preparation of annual accounts, applicable accounting standards and policies have been followed along with proper explanation relating to material departures.

- 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 true and fair view of the statement of affairs of the company at the end of the financial year ended on 31.03.2013 and of the profit or loss of the company for that period.

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Vasudeva Et Associates, Chartered Accountants of the company retire at the ensuing Annual General Meeting. The said Chartered Accountants have confirmed their eligibility under section 224(1 B) of the Companies Act, 1956. Your Board recommends their reappointment by way of ordinary resolution.

AUDITORS'' REPORT AND OBSERVATIONS

The Auditors'' report is self explanatory and does not call for any comments as the auditors have not made any adverse remarks/qualifications in the Auditors'' Report.

COST AUDITORS

M/s Khushwinder Kumar fit Co., Cost Accountants, Jalandhar were appointed as Cost Auditors for the financial year ended 31st March, 2013. Their report shall be submitted to the Department of Company Affairs, Government of India in accordance with the requirements of law.

REPORT ON CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement report on Corporate Governance alongwith Certificate of auditors in respect thereof and Management Discussion and Analysis Report forms an essential part of this report and are annexed herewith as Annexure-B.

PUBLIC DEPOSITS

The company has not invited any public deposits under section 58A, 58AA of the Companies Act, 1956 during the financial year under review.

HUMAN RELATIONS

The Directors wish to place on record their appreciation of the earnest efforts and contributions made by employees at all level for the smooth operation of the company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any person, the information of which is to be given under section 217 (2A) of the companies act, 1956 read with the companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to conservation of energy and technology absorption and Foreign Exchange earning and Outgo forms an integral part of this report and is annexed asAnnexureA.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all Banks, central/state government department and other local authorities for unstinted and continued guidance and support. Our gratitude is also due to the shareholders for the confidence and faith they have reposed in us. BY ORDER OF THE BOARD

FOR NARAINGARH SUGAR MILLS LTD

sd/-

Date: 17/05/2013 ONKARANAND

Place: Chandigarh VICE CHAIRMAN

---

Mar 31, 2012

The shareholders of Naraingarh Sugar Mills Limited Naraingarh

The Directors are pleased to present the 19th Annual report of your company alongwith audited annual accounts of the company for the period ended 31 st March, 2012.

OPERATIONS & FINANCIAL RESULTS

Rs in Lacs

Particulars Current Year Previous year (31,03.2012) (31.03.2011)

Total Income 7920.36 9091.42

Total expenditure 7522.22 8666.77

Profit before Depreciation and Tax 398.14 424.65

Depreciation 115.09 100.06

Profit after Depreciation and before tax 283.05 324.59

Taxes 59.71 62.67

Profit after Taxes 223.34 261.92

Earning per share 1.10 1.00

It is informed that during the current financial year the company achieved a turnover of Rs. 7920.36 Lacs which is approximately 13% lower than the last year figure of Rs. 9091.42 Lacs though the company had crushed 3296237 qtls of cane which is approximately 17.5 % higher than the last year figure of 2805732 qtls. There has been a decrease in net profit of Rs. 38.59 Lacs mainly due to increase in cane price.

The comparative figures of Cane crushed and recovery during the current year and last financial year which is given hereunder: -

Particulars 2011-12 2010-11

Cane Crushed(Qtls) 3296237 2805732

Recovery (%) 9.53 9.45

Production(Qtls) 314235 265136

Future Plans

Your company is an established player in the sugar industry and has been achieving profits despite overall poor performance of the industry in last 3-4 years. The management is taking keen interest in upgrading the technology and performance of the sugar manufacturing unit.

Looking at the potential of the plant and the uptrend in the sugar industry, the company has targeted to optimize its current capacities from current utilization levels of approx. 62% to 90%. For the purpose, the company has undertaken an in house feasibility with the help of newly recruited, highly competent technical professionals and now envisages implementation of 25MW capacity bagasse based cogeneration power plant alongwith expansion and modernization of Sugar Factory. Besides, it is also proposed to enhance the crushing capacity to 5500 TCD from the existing 2500TCD and stabilizing operations to 229 TCH from existing 104 TCH.

In addition to this, the company has already designed and proposed to install a sugar mill modification scheme for achieving steam and power economy. The scheme is for 40% steam on cane & 25 KWh/TCH. The cogen plant of 25MW shall operate on Bagasse generated during crushing season. During the off season the company proposes to collect biomass from the surrounding areas and indigenous coal for running the proposed cogen plant.

The proposed integrated project shall improve the quality of sugar for meeting the national and international standards while operating at optimum levels, thereby reducing the manufacturing costs and shall also provide raw material for cogen power plant in the form of Bagasse. In other words, this expansion and modernization program shall lend a new lease of life to the sugar factory.

Your Board expects much better performance in the years to come in view of the above modernization and expansion of sugar factory.

DIVIDEND

Keeping in view the financial constraints of the company, your directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Change in Directorship

During the financial year under review, the Board has appointed Mrs. Uma Sharma, FCWA, Mr. Gurdev Bassi, FCA and Mr. Gurkirpal Singh Bedi as Additional Directors on 30th July, 2011 to act as independent directors under the provisions of Clause 49 of the listing Agreement. The appointment of Mrs. Uma Sharma, Mr. Gurdev Bassi and Mr. Gurkirpal Singh Bedi was regularized by the shareholders on 26th September, 2011.

Besides, IDBI has also withdrawn nomination of Mr. Sanjay Suroya from the directorship of the company w.e.f 7th May, 2011 and Mr. Romesh Chand Sud also resigned from directorship of the company on 1 st June, 2011.

Directors to retire by rotation

As per provisions of Section 256 of the companies Act, 1956 Mrs. Uma Sharma, FCWA, Mr. Gurdev Bassi, FCAand Mr. Gurkirpal Singh Bedi retire by rotation and being eligible offer themselves for re- appointment at the ensuing annual general meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Following the directors'' Responsibility Statement as required under section 217 (2AA) of the companies (Amended) Act, 2000, in respect of the Financial Statements, the directors, confirm that:

- That during the preparation of annual accounts, applicable accounting standards and policies have been followed along with proper explanation relating to material departures.

- 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 true and fair view of the statement of affairs of the company at the end of the financial year ended on 31.03.2012 and of the profit or loss of the company for that period.

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Vasudeva & Associates, Chartered Accountants of the company retire at the ensuing Annual General Meeting. The said Chartered Accountants have confirmed their eligibility under section 224(1 B) of the Companies Act, 1956. Your Board recommends their reappointment by way of ordinary resolution.

AUDITORS'' REPORT AND OBSERVATIONS

The Auditors'' report is self explanatory and does not call for any comments as the auditors have not made any adverse remarks/qualifications in the Auditors'' Report.

COST AUDITORS

M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar were appointed as Cost Auditors for the financial year ended 31st March, 2012. Their report shall be submitted to the Department of Company Affairs, Government of India in accordance with the requirements of law.

REPORT ON CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement report on Corporate Governance alongwith Certificate of auditors in respect thereof and Management Discussion and Analysis Report forms an essential part of this report and are annexed herewith as Annexure-B.

PUBLIC DEPOSITS

The company has not invited any public deposits under section 58A, 58AA of the Companies Act, 1956 during the financial year under review.

HUMAN RELATIONS

The Directors wish to place on record their appreciation of the earnest efforts and contributions made by employees at all level for the smooth operation of the company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any person, the information of which is to be given under section 217 (2A) of the companies act, 1956 read with the companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to conservation of energy and technology absorption and Foreign Exchange earning and Outgo forms an integral part of this report and is annexed as AnnexureA.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all Banks, central/state government department and other local authorities for unstinted and continued guidance and support. Our gratitude is also is also due to the shareholders, for the confidence and faith they have reposed in us.

By Order of the Board

For Naraingarh Sugar Mills Ltd

Sd/-

Date: 25/07/2012 Onkar Anand

Place: Chandigarh Vice Chairman

---

Mar 31, 2011

The Directors are pleased to present the 18th Annual report of your company along with audited annual accounts of the company for the period ended 31st March, 2011.

OPERATIONS a FINANCIAL RESULTS

Particulars CurrentYear (31.03.2011) Previous year (31.03.2010)

Total income 9109.82 10546.83

Total expenditure 8685.17 9881.26

Profit before Depreciation 424.65 665.57

Depreciation 100.06 91.88

Profit after Depreciation and 324.59 573.69

Taxes 62.67 140.94

Profit after Taxes' 261.92 432.75

Earnings per share 1.00 1.93

During the financial year under review the company achieved a turnover of Rs. 9091.42 Lacs which is approximately 13% lower than the last year's figure of Rs. 10380.39 Lacs. Though, the company had crushed 2805732 qtls. of cane which is approximately 12% higher than the last year figure of 2530195 qtls, the company could not achieve its target, mainly because of steep fall in sale price of sugar from last year's Rs. 4000-4500 per qtl to Rs. 3300-3000 per qtl. Resultantly, net profit after taxes also dropped by around 40% to Rs. 261.92 Lacs from Rs. 432.75 Lacs.

Cane Crushing

The comparative figures of Cane crushed during the current and last financial year is given hereunder:-

Qty in Qtls

Particulars current Year(2010-11) Previous Year(2009-10)

Cane Crushed(Qtls) 2805732 2530195

Recovery(%) 9.45 9.25

Production(Qtls) 265770 235500



Future Plans

Your company is an established player in the sugar industry and has been achieving profits despite overall poor performance of the industry in last 3-4 years. The management is taking keen interest in upgrading the technology and performance of the sugar manufacturing unit. Presently, the sugar mill has an installed capacity of 4000 TCD at its plant. However, the Company has not been able to achieve desired utilization levels on account of various technical limitations in its manufacturing process. Such limitations have affected the company's operational efficiency and created a dent on its profitability.

Looking at the potential of the plant and the uptrend in the sugar industry, the company has targeted to optimize its current capacities from current utilization levels of approx. 62% to 90%. For the purpose, the company has undertaken an in house feasibility with the help of newly recruited, highly competent technical professionals and now envisages implementing a Modernization cum Debottlenecking Scheme involving a capital outlay of Rs. 4000 lacs. The said enhancement will improve the profitability quite substantially to more than double of existing profits as it will not have additional fixed cost.

In addition to this, a separate refinery section will be set up to process raw sugar which will be imported from other countries. The processing of raw sugar will be done in off-season when sugarcane is not readily available and most of the sugar factories are shut down. The sugar so processed shall be much better in quality as compared to the sugar produced after crushing of sugarcane. The company intends to eliminate the old mechanical system and substitute the same with power saving equipments thereby reducing the power consumption to 80% of the present consumption. This will increase the viability of the project and will also increase the Sugar recovery rate from 0.5% to 0.9%.

In view of the above, your Board is expecting much better performance in the current year.

DIVIDEND

Keeping in view the financial constraints of the company, your directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Change in Directorship

There has been no change in the directorship of the company during the year ended on 31st March, 2011. Later on Mr. Sanjay Suraya and Mr. Ramesh Chand Sud resigned from the directorship of the company. Besides, the Board has appointed Mrs. Uma Sharma, FCWA, Mr. Gurdev Bassi, FCA and Mr. Gurkirpal Singh Bedi as Additional Directors on 30th July, 2011 to act as independent directors under the provisions of Clause 49 of the listing Agreement. As per provisions of Section 260 of the Companies Act, 1956 the appointment of Mrs. Uma Sharma, FCWA, Mr. Gurdev Bassi, FCA and Mr. Gurkirpal Singh Bedi comes to an end on the ensuing Annual General Meeting. Your Board recommends the regularization of their appointment as Directors to retire by rotation as the company has received notices from one of the shareholders proposing their candidature for appointment as independent directors in their Annual General Meeting to be held on 31st August, 2011.

Directors to retire by rotation

As per provisions of Section 256 of the companies Act, 1956 Mr. Vijay Mahen, Mrs. Ravinder Kaur Kang and Mrs. Renu Anand retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under section 217 (2AA) of the companies Act, 1956, in respect of the Financial Statements, the directors, confirm that:

- That during the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- 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 true and fair view of the statement of affairs of the company at the end of the financial year ended on31.03.2011 and of the profit or loss of the company for that period.

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s vasudeva & Associates, Chartered Accountants of the company retire at the ensuing Annual General Meeting. The said Chartered Accountants have confirmed their eligibility under section 224(1 B) of the Companies Act, 1956. Your Board recommends their reappointment byway of ordinary resolution.

AUDITORS' REPORT AND OBSERVATIONS

The Auditors' report is self explanatory and does not call for any comments as the auditors have not made any adverse remarks/qualifications in the Auditors' Report.

COST AUDITORS

M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar were appointed as Cost Auditors for the financial year ended 31st March, 2011. Their report shall be submitted to the Department of Company Affairs, Government of India in accordance with the requirements of law.

REPORT ON CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement report on Corporate Governance along with Certificate of auditors in respect thereof and Management Discussion and Analysis Report forms an essential part of this report and are annexed herewith as Annexure-B.

PUBLIC DEPOSITS

The company has not invited any public deposits under section 58A, 58AA of the Companies Act, 1956 during the financial year under review.

HUMAN RELATION

The Directors wish to place on record their appreciation of the earnest efforts and contributions made by employees at all level for the smooth operation of the company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any person, the information of which is to be given under section 217 (2A) of the companies act, 1956 read with the companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to conservation of energy and technology absorption and Foreign Exchange earning and Outgo forms an integral part of this report and is annexed as Annexure A.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all Banks, central/state government department and other local authorities for unstinted and continued guidance and support. Our gratitude is also due to all shareholders, for the confidence and faith they have reposed in us.

BY ORDER OF THE BOARD FOR NARAINGARH SUGAR MILLS LTD

Sd/- Date: 30/07/2011 ONKARANAND

Place: Chandigarh VICE CHAIRMAN

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Mar 31, 2010

The Directors are pleased to present the 17th Annual report of your company alongwith audited annual accounts of the company for the period ended 31st March, 2010.

OPERATIONS a FINANCIAL RESULTS

Rs in Lacs

Particulars Current year (31.03.2010) Previous year (31.03.2009)

Total Income 10546.83 7652.53

Total expenditure 9881.26 7066.36

Profit before Depreciation and Tax 665.57 586.17

Depreciation 91.88 119.02

Profit after Depreciation and before tax 573.69 467.15

Taxes 140.94 78.96

Profit after Taxes 432.75 388.19

Earning per share 1.93 1.79

During the financial year under review the company achieved a turnover of Rs. 10380.40 Lacs which is approximately 26% higher than the last years figure of Rs. 8225.49 Lacs. Profit before depreciation also increased by 14% from Rs. 586.17 Lacs to Rs. 665.57 Lacs. It is worth mentioning that the entire amount is out of the operational profits. The net profit before taxes for the current year is Rs 573.69 Lacs against the previous year figure of Rs. 467.15 Lacs.

Cane Crushing

The comparative figures of Cane crushed during the current and last financial year is given hereunder:-



Particulars Sugar Season (2009-10) Sugar Season (2008-09) 24.11.2009 to 03.04.2010 12.11.2008 to 14.03.2009

CaneCrushed(Qtls) 2530195.12 2729223

Recovery(%) 9.25 9.l8

Production(Qtls) 235500 252430

The company has been able to achieve much better results despite the fact that sugarcane crushing has been low by 199028 qtls as compared to the last financial year. This is mainly because of the following factors:

(a) Lot of emphasis was given on higher sugar recovery due to insufficient and inconsistent availability of sugarcane. While most of the neighboring sugar factories were not able to achieve their last year pattern, we have been able to increase our sugar recovery substantially.

(b) Lot of emphasis was laid on improving the quality of sugar. The quality of sugar produced was much better than the production of previous year. The quality has been appreciated by the dealers/actual users who have started considering our sugar at par with the best being produced in the region.

(c) We started crushing season from 24th November, 2009 while other sugar manufacturing concerns started production in the first week of December, 2009. Similarly, our production continued till 03rd April, 2010 as compared to other factories which ended their season in second week of March, 2010, because of which we could get more number of working days.

(d) Though the availability of sugarcane was quiet low, however good market prices with better marketing strategies helped us a lot in improving the profitability.

During the year company had paid higher cane price to our cane growers which is approximately Rs 270/-per quintal as compared to previous year Rs. 180/-per quintal which has affected our profitability adversely.

Future Plans

Your management is taking keen interest in upgrading the technology and performance of the sugar manufacturing unit. Presently, the sugar mill has an installed capacity of 4000 TCD at its plant. However, the Company has not been able to achieve desired utilization levels on account of various technical limitations in its manufacturing process. Such limitations have affected the companys operational efficiency and created a dent on its profitability. Therefore, the Companys management in conformance with its technical team has decided to overcome such inefficiencies by de-bottlenecking its manufacturing process through modernization of its key plant fit machinery in various stages of manufacturing process. The proposed investment in modernization of plant fit machinery and optimization of production process coupled with intensive cane development program will result in significant improvements. It will improve the capacity utilization from average 67% to 95% of installed capacity besides bringing a significant improvement in the yield, thereby, providing a one third production increase without substantial investment. The said enhancement will improve the profitability quite substantially to more than double of existing profits as it will not have any additional fixed cost.

Further, with the introduction of new technology, steam consumption shall be reduced from 52% to 40%. Besides this various power saving equipments shall be implemented to obtain optimum utilization of resources. The company has targeted to optimize its capacity to 4000 TCD with 95% efficiencies. For the purpose, the company has done an in house feasibility with the help of newly recruited, highly competent technical professionals and now envisages implementing a Modernization cum Debottlenecking Scheme. In addition to this, a separate refinery section will be set up to process raw sugar which will be imported from other countries. The processing of raw sugar will be done in off-season when sugarcane is not readily available and most of the sugar factories are shut down. The sugar so processed shall be much better in quality as compared to the sugar produced after crushing of sugarcane. The company intends to eliminate the old mechanical system and substitute the same with power saving equipments thereby reduced the power , consumption to 80% of the present consumption. This will increase the viability of the project and will also increase the Sugar recovery rate from 0.5% to 0.9%.

In view of the above, your Board is expecting much better performance in the current year as sugar prices are expected to increase in the coming year.

DIVIDEND

Keeping in view the financial constraints of the company, your directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Change in Directorship

There has been no change in the directorship of the company during the year under review. The appointment of Mr. OnkarAnand, tAr. JitendraAnandandMrs. RenuAnand were regularized during the last annual general meeting.

Directors to retire by rotation

As per provisions of Section 256 of the companies Act, 1956 Mrs. RenuAnand and Mrs. RavinderKaur Kang retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

DIRECTORS" RESPONSIBILITY STATEMENT

The Directors, as required under section 217 (2AA) of the companies (Amended) Act, 2000, in respect of the Financial Statements, confirm that:

- That during the preparation of annual accounts, policies and applicable accounting standards have been followed along with proper explanation relating to material departures.

- That the directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the statement of affairs of the company at the end of the financial year ended on 31.03.2010 and of the profit or loss of the company for that period.

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Vasudeva & Associates, Chartered Accountants of the company retire at the ensuing Annual General Meeting. The said Chartered Accountants have confirmed their eligibility under section 224(1 B) of the Companies Act, 1956. Your Board recommends their reappointment by way of ordinary resolution.

AUDITORSREPORT AND OBSERVATIONS

The Auditors report is self explanatory and does not call for any comments as the auditors have not . made any adverse remarks/qualifications in the Auditors Report.

COST AUDITORS

M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar were appointed as Cost Auditors for the financial year ended 31st March, 2010. Their report shall be submitted to the Department of Company Affairs, Government of India in accordance with the requirements of law.

REPORT ON CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement report on Corporate Governance alongwith Certificate of auditors in respect thereof and Management Discussion and Analysis Report forms an essential part of this report and are annexed herewith as Annexure-B.

PUBLIC DEPOSITS

The company has not invited any public deposits under section 58A, 58AA of the Companies Act, 1956 during the financial year under review.

HUMAN RELATION

The Directors wish to place on record their appreciation of the earnest efforts and contributions made by employees at all level for the smooth operation of the company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any person, the information of which is to be given under section 217 (2A) of the companies act, 1956 read with the companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to conservation of energy and technology absorption and Foreign Exchange earning and Outgo forms an integral part of this report and is annexed as Annexure A.

ACKNOWLEDGEMENT

We take this opportunity to acknowledge our deep senses of gratitude to all Banks, central/state government department and other local authorities for unstinted and continued guidance and support. Our gratitude is also is also due to shareholder, for the confidence and faith they have reposed in us.



BY ORDER OF THE BOARD

FOR NARAINGARH SUGAR MILLS LTD

sd/-

Date: 24/07/2010 SHASHIBHUSHANMEHAN

Place: Chandigarh CHAIRMAN