Directors' Report
Dear Members,
Your Directors' have pleasure in presenting their 73rd report on the
operations and business performance of Dalmia Bharat Sugar and Industries Limited
("DBSIL"/ "Company") along with the audited Financial Statements for
the financial year 2024-25.
Financial Highlights
|
|
(Rs. in Crore) |
Particulars |
FY (2024-25) |
FY (2023-24) |
Total Income |
3,820 |
3,028 |
EBIDTA |
544 |
540 |
Less:- Interest & Financial Charges |
63 |
50 |
PBDT |
481 |
490 |
Less:- Depreciation |
131 |
127 |
PBT |
350 |
363 |
Less:- Tax |
|
|
Current Tax |
9 |
94 |
Deferred Tax |
(39) |
(3) |
Tax from earlier years |
(7) |
0 |
Profits after tax |
387 |
272 |
Add:- Surplus brought forward |
2,412 |
2,178 |
Balance available for appropriation |
2,799 |
2,451 |
Appropriations |
|
|
Dividend |
49 |
38 |
Balance carried Forward |
2,750 |
2,412 |
Operational and Business Performance
The Company has been outstanding in terms of financial results. The key contributing
factors are -
A) The Company successfully -
Restored the capacity of Baghauli plant to 3500 TCD, which was acquired in
December 2023 under Insolvency and Bankruptcy Code.
Stabilized the expanded capacity of Jawaharpur grain-based distillery capacity
of 250 KLPD.
Expanded the Nigohi Plant capacity to 10500 TCD from existing 9250 TCD.
B) Better sugar sales volume and improved sugar realization.
C) Sugar exports permitted during the year.
D) Higher distillery sales volume due to expanded capacity of grain distillery.
The Company is committed to further strengthen its inherent strengths developed over
the period with tremendous focus on automation of manufacturing processes and better
utilization of Information Technology into operations leading to generating sustained
profitability and enhancing stakeholders' value and employee skill development activities.
Financial milestones:
Revenue |
Rs. 3,820 Crore |
As 26% YoY |
Sugar sales volume |
6 LMT |
43% YoY |
Average sugar sales realization |
Rs. 38/- per Kg |
3% YoY |
Highest ever Distillery sales volume |
18 Crore Liters |
2% YoY |
Further, the working results for key businesses are attached and marked as Annexure -
1 and forms part of this report.
Management Discussion and Analysis Report
Management Discussion and Analysis of financial performance and results of operations
of the Company for the year under review, as stipulated in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), giving detailed analysis of the overall industry
structure, economic developments, performance and state of affairs of the Company's
business and material developments during the financial year 2024- 2025 is provided in a
separate section and forms part of the Annual Report.
The Company continued to be engaged in the same business during the financial year
2024-25. There were no material changes and commitments affecting the financial position
of the Company, which occurred between the end of the financial year to which the
Financial Statements relate and the date of this Report.
Scheme of Amalgamation of Baghauli Sugar and Distillery Limited into Dalmia Bharat
Sugar and Industries Limited
During the year under review the Board of Directors of the Company had in its meeting
held on May 14, 2024, approved the Scheme of Amalgamation of Baghauli Sugar and Distillery
Limited with Dalmia Bharat Sugar and Industries Limited and their respective shareholders
and creditors, in accordance with Sections 250 to 252 of the Companies Act, 2015, with
effect from Appointed Date of April 01, 2024.
The rational of the Scheme of Amalgamation was as under: -
(a) the consolidation of business would lead to efficient and economical cost
management, cost savings, pooling of resources, optimum utilisation of resources,
rationalisation of administrative expenses/services;
(b) the single entity, i.e., DBSIL would have increased capability for offering
products by virtue of its enhanced resource base, resulting in better business potential
and prospects for the merged entity;
(c) the proposed Scheme would augment the manufacturing footprint and capabilities of
DBSIL, by increasing the scale of manufacturing operations;
(d) the consolidation of businesses under a single entity and brand, i.e. DBSIL, would
lead to synergies in operational process and logistics alignment, creating better synergy,
better utilisation of human resources and further development and growth;
(e) thus, this Scheme, as envisaged, was in the interest of the shareholders,
creditors, employees, and other stakeholders of each of the Companies by pursuing a
focused business approach under a single entity, thereby resulting in overall maximization
of value creation of all the stakeholders involved.
The Scheme of Amalgamation as approved by the Board of Directors was submitted with the
Stock Exchanges for the purpose of disclosure in terms of Regulation 57 of the SEBI
Listing Regulations. Upon the Company Scheme Application, the Hon'ble National Company Law
Tribunal, Chennai Bench ("NCLT") granted dispensation from convening
meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors vide its
order dated November 14, 2024. The Company then submitted Company Petition before the NCLT
for approval of the Scheme of Amalgamation and the NCLT vide its order dated April 25,
2025 has approved the Scheme of Amalgamation. Baghauli Sugar and Distillery Limited has
accordingly been amalgamated with the Company with effect from the Appointed Date, i.e.,
April 01, 2024. The financial statements have accordingly been prepared giving impact of
the Amalgamation of Baghauli Sugar and Distillery Limited.
Scheme of Arrangement
The Scheme of Arrangement between Dalmia Bharat Sugar and Industries Limited and Dalmia
Bharat Refractories Limited ('DBRL') and their respective shareholders, with respect to
demerger of Dalmia Magnesite Corporation ("DMC") and Govan Travels
("GT"), the units of the Company, into DBRL, was approved by the Board of
Directors of the Company at its meetinq held on February 02, 2024.
The Scheme of Arrangement as approved by the Board of Directors was filed with the BSE
Limited and National Stock Exchange of India Limited in terms of Regulation 57 of the SEBI
Listing Regulations for their no objection to the Scheme of Arrangement. The BSE Limited
and National Stock Exchange of India Limited gave their observation letter on the Scheme
of Arrangement on July 50, 2024 and August 02, 2024, respectively.
Further thereto, the Company submitted the Company Scheme Application with the Flon'ble
National Company Law Tribunal, Chennai Bench ("NCLT"). The NCLT vide its
order dated December 20, 2024 directed meetings of the Equity Shareholders, Secured
Creditors and Unsecured Creditors to be convened on February 08, 2025. As per directions,
meetings were convened on February 08, 2025 and the Scheme of Arrangement was approved by
the Equity Shareholders, Secured Creditors and Unsecured Creditors. The Company then
submitted Company Petition before the NCLT for approval of the Scheme of Arrangement which
is pending before the NCLT.
Dividend
The Board of Directors has, at its meeting held on May 15, 2025, recommended a final
dividend of Rs. 1.50 (75%) per equity share of the face value of Rs. 2/- for the FY 2024-
25, having considered various financial and non-financial factors prevailed during the
year, in terms of the Dividend Distribution Policy of the Company. The dividend shall be
paid upon approval by the members at the Annual General Meeting to all the
shareholders/beneficial owners whose names appear in the Register of Members/Beneficial
Owners maintained with depositories as on the Record Date, i.e., June 50, 2025. The
dividend shall be paid to the shareholders after deduction of applicable tax at source.
During the year under review, the Board of Directors of the Company had, at its meeting
held on February 11, 2025, declared an Interim dividend of Rs. 4.50 (225%) per equity
share of the face value of Rs. 2/- for the FY 2024- 25. The interim dividend was paid to
the shareholders on February 28, 2025.
During the previous FY 2025-24, the Company had paid a dividend of Rs. 5/- (250%) to
its shareholders as compared to a total dividend of Rs. 6/- (500%) paid/recommended for
the year under review.
The Dividend Distribution Policy of the Company is available at the website of the
Company at https:// www.dalmiasugar.com/wp-content/uploads/2025/05/
Dividend-Distribution-Policy.pdf.
Transfer to General Reserves
Your Directors' have not proposed transfer of any amount to the General Reserve for the
year under review.
Subsidiaries, Associates and Joint Venture Companies
In terms of the SEBI Listing Regulations, as amended from time to time, the Company's
Policy for determining Material Subsidiary may be accessed at https://www.
dalmiasugar.com/wp-content/uploads /2025/02/
Policy-for-Determination-of-Materialiaty-of-Events.pdf
The Company has no Associates or Joint Venture companies or Subsidiary Companies.
Baghauli Sugar and Distillery Limited, the wholly owned subsidiary of the Company, has
been merged with the Company effective from April 01, 2024 in terms of the NCLT Order
dated April 25, 2025.
Financial Statements
The Financial Statements of the Company prepared on standalone basis including all
other documents required to be attached thereto are placed on the Company's website at
www.dalmiasugar.com. Any member desirous of obtaining a copy of these documents may write
to the Company Secretary in terms of Section 156 of the Companies Act, 2015.
Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act, 2015, Shri Bharat
Bhushan Mehta, Director (DIN: 00006890) and Shri Thyagrajan Venkatesan (DIN: 00124050),
are liable to retire by rotation at the forthcoming Annual General Meeting of the Company
and they have offered themselves for reappointment. The Board of Directors recommends
their reappointment.
All the Independent Directors of the Company, namely Shri Rajeev Bakshi, Smt. Amita
Misra and Shri Neeraj Chandra have given declaration(s) that they meet the criteria of
independence.
The first term of Shri Rajeev Bakshi as an Independent Director of the Company is
completing on February 04, 2026. He has been recommended by the Nomination and
Remuneration Committee and the Board of Directors on the basis of performance evaluation,
and is accordingly proposed to be re-appointed as an Independent Director for the second
term of five consecutive years by the shareholders at the forthcoming Annual General
Meeting.
In terms of Section 205 of the Companies Act 2015, Shri Gautam Dalmia, Managing
Director, Shri Pankaj Rastogi, Whole Time Director and Chief Executive Officer, Shri
Piyush Gupta, Chief Financial Officer and Ms. Rachna Goria, Company Secretary, hold the
positions as Key Managerial Personnel of the Company as on March 51, 2025.
Board meetings
During the year under review, the Board of Directors of the Company met five times,
i.e., on May 14 2024, August 02, 2024, October 28, 2024, February 02, 2025 and March 19,
2025. The Board meetings were conducted in due compliance with; and following the
procedures prescribed in the Companies Act, 2015, SEBI Listing Regulations and applicable
Secretarial Standards. Detailed information on the meetings of the Board is included in
the report on Corporate Governance which forms part of the Annual Report.
Committees of the Board
During the year under review, the Board of Directors was supported by six Board level
Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Risk Management
Committee and Finance Committee.
The details with respect to the composition and number of meetings held during the
financial year 2024-25 and attendance of the members, terms of reference and other related
matters of the Committees are given in detail in the Corporate Governance Report, which
forms a part of the Annual Report. The recommendations made by the Committee(s) during the
year under review have been accepted by the Board of Directors.
Annual Evaluation of Board's Performance and Performance of its Committees and of
Directors
During the year under review, the annual evaluation of performance of the Board,
Committees and individual Directors was carried out by the Independent Directors and the
Board of Directors in compliance with the Companies Act, 2015 and SEBI Listing
Regulations.
The Board's functioning was evaluated on various aspects, including inter-alia the
structure of the Board, meetings of the Board, functions of the Board, effectiveness of
Board processes, information and functioning.
The Committees of the Board were assessed inter-alia on the degree of fulfilment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
The Directors were evaluated on various aspects such as attendance and contribution at
Board/Committee meetings and guidance/support to the management outside Board/Committee
meetings.
The performance of Non-Independent Directors, Board as a whole and the Chairman was
evaluated in a separate meeting of Independent Directors. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
Based on the feedback of the Directors given by way of rating and analysis thereof and
on due deliberations of the views and counter views, the evaluation was carried out in
terms of the Nomination and Remuneration Policy and evaluation/assessment criterion for
carrying out evaluation, circulated separately.
The evaluation confirmed thatthe Board and its Committees continued to operate
effectively and the Directors had met the high standards professing and ensuring best
practices in relation to corporate governance of the Company's affairs.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:
(a) in preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed and there are no material departures
from the same;
(b) the directors have selected such accounting policies and applied them consistently
and 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 at the end of the financial year and of
the profit of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
(f) the directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company lays down the constitution and
role of the Nomination and Remuneration Committee. The policy has been framed with the
following objectives:
(a) To formulate the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of Directors of the Company;
(b) To ensure that appointment of directors, key managerial personnel and senior
managerial personnel and their removals are in compliance with the applicable provisions
of the Act and Listing Regulations;
(c) To set out criteria for the evaluation of performance and remuneration of
directors, key managerial personnel and senior managerial personnel;
(d) To recommend policy relating to the remuneration of Directors, KMPs and Senior
Management Personnel to the Board of Directors to ensure:
(i) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors to effectively and qualitatively discharge their
responsibilities;
(ii) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;
(iii) to adopt best practices to attract and retain talent by the Company; and
(e) To ensure diversity of the Board of the Company.
The policy specifies the manner of effective evaluation of performance of Board, its
Committees and individual Directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance. The Nomination and Remuneration policy of the Company can
be accessed at https:// www.dalmiasugar.com/wp-content/uploads/2024/01/
Nomination-and-Remuneration-Policy.pdf
Particulars of remuneration of Directors, Key Managerial Personnel and Employees
The details relating to the ratio of the remuneration of each Director to the median
employee's remuneration and other prescribed details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are attached and marked as Annexure - 2 and
forms part of this report.
A statement showing the names of the top ten employees in terms of remuneration drawn
and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and
other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached and marked as Annexure -2A and forms
part of this report.
Share Capital
During the year under review, there was no change in the Issued, Subscribed and Paid up
equity share capital of the Company and it remained Rs. 16.18 Crore consisting of
8,09,39,303 equity shares of Rs. 2/- each.
Investor Education and Protection Fund
During the year under review, the Company has transferred Rs. 1,04,01,100.95 towards
unclaimed dividend amount to Investor Education and Protection Fund and the Company has
transferred 50046 equity shares of 80 shareholders to Investor Education and Protection
Fund.
Annual Return
In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company
has been placed at www.dalmiasugar.com.
Corporate Governance Report
The Directors are committed to achieve the highest standards of ethics, transparency,
corporate governance and continue to comply with the Code of Conduct for Directors and
Senior Management Personnel. The endeavour is to enhance the reputation as a responsible
and sustainable Company to attract and retain talents, customers, suppliers, investors and
to maintain fulfilling relationships with the communities.
The strong corporate governance and zeal to grow has helped the Company to deliver the
best value to the stakeholders. The Directors have always been positively cautious about
the near term and optimistic about the medium and long term in view of the improved macro
indicators for the economy, significant growth in public spending and focused execution
plans.
The Corporate Governance Report of the Company for the financial year 2024-25 as per
the SEBI Listing Regulations is attached hereto and forms part of the Annual Report.
Business Responsibility and Sustainability Report
Your Directors have provided Business Responsibility and Sustainability Report for the
FY 2024-25, which is mandatoryfortop 1000 companies by market capitalization with effect
from FY 2022-23 in terms of Regulation 34(2) of the SEBI Listing Regulations. Your Company
is at 866 number as per average market capitalisation from July 01, 2024 to December 31,
2024. The Business Responsibility and Sustainability Report on the following nine
principles forms an integral part of the Annual Report:
P1 |
Businesses should conduct and govern themselves with integrity in a
mannerthat is ethical, transparent and accountable |
P2 |
Businesses should provide goods and services in a manner that is
sustainable and safe |
P3 |
Businesses should respect and promote the wellbeing of all employees,
including those in their value chains |
P4 |
Businesses should respect the interests of and be responsive towards
all its stakeholders |
P5 |
Businesses should respect and promote human rights |
P6 |
Businesses should respect, protect and make efforts to restore the
environment |
P7 |
Businesses when engaging in influencing public and regulatory policy,
should do so in a manner that is responsible and transparent |
P8 |
Businesses should promote inclusive growth and equitable development |
P9 |
Businesses should engage with and provide value to their consumers in
a responsible manner |
Corporate Social Responsibility (CSR)
The Company has been following the concept of giving back and sharing with under
privileged sections. The Corporate Social Responsibility of the Company is based on the
principal of Gandhian Trusteeship.
The Company is working towards sustainable livelihood through various projects
including inter-alia Gram Parivartan, Income Generating Activities and Skilling at DIKSHA
Centres, and Social Infrastructure. The prime objective of the Corporate Social
Responsibility policy is to hasten social, economic and environmental progress. We remain
focused on generating systematic and sustainable improvement for local communities
surrounding our plants and project sites.
The Corporate Social Responsibility Policy of the Company can be accessed at
https://www.dalmiasugar.com/ wp- content/uploads/2023/02/DBSIL-CSR-Policy-03.02.23. pdf.
Pursuant to the said Policy, the Company has spent Rs.7,25,00,000/- (Rupees Seven Crore
Twenty Five Lakh) towards corporate social responsibility activities during the financial
year 2024-25 and no amount has been transferred to the Unspent Corporate Social
Responsibility Account. The annual report on corporate social responsibility activities is
attached and marked as Annexure - 3 and forms part of this report.
Related Party Transaction Policy and Transactions
All related party transactions entered during the year under review are on an arm's
length basis and in the ordinary course of business and are in compliance with the
applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. The Company
has appointed Dhruva Advisors, an independent agency, to review the related party
transactions from arms' length pricing perspective which reviews the same and provides
quarterly report to the Audit Committee.
All related party transactions are placed before the Audit Committee for prior
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are repetitive in nature except when the need for them could not be foreseen in
advance.
During the year under review, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the Company on materiality of related party transactions
or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Company has formulated a policy on materiality and on dealing with Related Party
Transactions. The Policy on Related Party Transactions was reviewed and revised during the
year under review to align the same with changes in SEBI Listing Regulations. The policy
can be accessed at https://www.dalmiasugar.com/wp- content
/uploads/2025/02/Policy-on-Related-Party- Transactions.pdf
Risk Management
Your company has meticulously designed a robust Risk Management Framework to
proactively identify, assess, and mitigate risks. This framework serves as a strategic
shield, enabling the Company to navigate uncertainties effectively. Key features include:
Risk Identification: Rigorous processes allow us to identify potential risks
across various dimensions.
Risk Assessment: Risks are evaluated based on their materiality, impact and
likelihood, ensuring a comprehensive understanding.
Risk Mitigation: Adequate measures are implemented to minimize adverse effects.
Monitoring and Reporting: Regular monitoring ensures timely intervention, and
transparent reporting keeps stakeholders informed.
The Risk Management Committee plays a pivotal role in overseeing risk-related
activities. The Risk Management Committee periodically reviews the risks and the
mitigation plan. Key responsibilities of RMC include:
Policy Formulation: The Committee ensures the existence of a robust Risk
Management Policy that guides risk mitigation efforts.
Holistic Approach: It addresses a wide spectrum of risks, including strategic,
financial, security (including cyber security), regulatory, legal, and reputational risks.
Monitoring and Review: The Committee continuously monitors and reviews our risk
management plan and processes. The framework and the system are reviewed from time to time
to enhance their usefulness and effectiveness.
The Audit Committee oversees the risk management plan and ensures its effectiveness.
There are no elements of risk which in the opinion of the Board may threaten the existence
of the Company.
Whistle Blower Policy and Vigil Mechanism
In Compliance with the provisions of section 177 of the Companies Act, 2013 and
Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower
Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides
a platform to them for raising their voice about any breach of code of conduct, financial
irregularities, illegal or unethical practices, unethical behaviour, actual or suspected
fraud, health, safety and environmental issues. Adequate safeguards are provided against
victimization to those who use such mechanism and direct access to the Chairman of the
Audit Committee in appropriate cases is provided. The policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
is made against any person for a genuinely raised concern.
The Whistle Blower Policy and Vigil Mechanism can be accessed at
https://www.dalmiasugar.com/wp- content/uploads/2025/05/Whistleblower-Policy-and-
Vigil-Mechanism.pdf
Adequacy of Internal Financial Controls
The Company has in place adequate internal financial control systems to commensurate
with the size of operations. The policies and procedures adopted by the Company ensures
the orderly and efficient conduct of business, safeguarding of assets, prevention and
detection of frauds and errors, adequacy and completeness of the accounting records and
timely preparation of reliable financial information. The entire system is complemented by
internal audit conducted by external firm of Chartered Accountants as per the scope
approved by the Audit Committee.
The internal auditors of the Company conduct regular internal audits as per approved
annual audit plans; the Audit Committee reviews periodically the adequacy and
effectiveness of internal control systems and takes steps for corrective measures whenever
required. There are established Cause-Effect-Action (CEA) systems and escalation matrices
to ensure that all critical aspects are addressed well in time.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
Your Company is committed to ensuring that all are treated with dignity and respect.
The Human Resource and the Legal & Secretarial department in collaboration with other
functions, ensure protection against sexual harassment of women at workplace and for the
prevention and redressal of complaint in this regard.
In line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has
been put in place and Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. No complaint has been received by ICC
during the financial year 2024-25.
Loans, Guarantees, Security and Investments
Your Company has given loans and guarantees, provided security and made investments
within the limits with the necessary approvals and in terms and accordance with the
provisions of Section 186 of the Companies Act, 2013.
The particulars of such loans and guarantees given, securities provided and investments
made are provided in the Financial Statements at note no. 45.
Energy Conservation, Technology Absorption and Foreign Exchange Transactions
A statement giving details of Energy Conservation, Technology Absorption and Foreign
Exchange Transactions, is given in Annexure -4 and forms part of this Report.
Statutory Auditor and their report
NSBP & Co, Chartered Accountants (Firm Registration No. 001075N), Statutory
Auditors of the Company hold office till the conclusion of Seventy Fifth Annual General
Meeting of the Company to be held in 2027.
There is no qualification, reservation or adverse remark in their report on Financial
Statements. The notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any comments and explanation. The Auditors have not
reported any matter under Section 145 (12) of the Act during the year under review.
Cost Records and Auditor
The Company maintains the cost records with respect to its sugar and power business in
terms of section 148 of the Companies Act, 2015 read with the Companies (Cost Records and
Audit) Rules, 2014. M/s R. J. Goel & Co., Cost Accountants, were appointed as the Cost
Auditors of the Company to conduct Cost Audit for the financial year 2024-25. They had
submitted the Cost Audit Report for the financial year 2024-25 on August 28, 2024.
Your Directors have re-appointed M/s R.J. Goel & Co., Cost Accountants, New Delhi,
as the Cost Auditors to conduct the cost audit for the financial year ended 2025- 26 at
remuneration to be ratified by the shareholders at the forthcoming Annual General Meeting.
Secretarial Auditor and their Report
In terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors has
recommended to the Shareholders, the appointment of Vikas Gera & Associates, a peer
reviewed Secretarial Audit Firm, as Secretarial Auditor of the Company to conduct
Secretarial Audit of the Company for a term of five consecutive years with effect from
Financial Year 2025-26 till Financial Year 2029-50.
As required under Section 204 of the Companies Act, 2015 and SEBI Listing Regulations,
the Secretarial Audit Report in Form MR-5 of the Company for the financial year 2024- 25
is attached and marked as Annexure - 5 and forms part of this report. There is no
qualification, reservation or adverse remark in the Secretarial Audit Report.
In view of Amalgamation of Baghauli Sugar and Distillery Limited with the Company
pursuant to the Flon'ble National Company Law Tribunal order dated April 25, 2025,
attached also is the Secretarial Audit Report in Form MR-5 of Baghauli Sugar and
Distillery Limited for the financial year 2024-25.
Compliance with Secretarial Standards
The Company has complied with all the applicable Secretarial Standards (SS) issued by
the Institute of Company Secretaries of India from time to time and approved by the
Central Government.
Awards and Recognition
Your Company continued its quest for excellence in its chosen area of business to
emerge as a true global brand. Several awards and rankings continue to endorse as a
thought leader in the industry. The Awards/recognitions received during the financial year
2024-25 include:
SI. No. |
Award Description |
Awarded By |
1. |
Special Recognition for remarkable contribution towards sugarcane
development - Ramgarh (U.P.) |
U.P. Sugar Mills Association & Indian Institute of Sugarcane
Research |
2. |
Best Instrumentation Award - Ramgarh (U.P.) |
Co-Generation Association of India |
5. |
Excellence Award - Ramgarh (U.P.) |
Jagran Institute of Management & Just for Environment |
|
In recognition of Exemplary work being carried out in the area of
sustainable sugarcane & sugar production and fostering entrepreneurship amongst women. |
|
4. |
Excellence Award - Nigohi (U.P.) |
International Commission for Uniform Methods of Sugar Analysis |
5. |
Efficiency Award - Nigohi (U.P.) |
The Sugar Technologists Association of India |
|
In recognition to the setting up of most efficient integrated sugar
complex and driving sustainable growth and development of the sugar and allied industries
in India. |
|
Other Disclosures
1. The Company had not accepted any deposits as per Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014.
2. There were no significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's operations in future.
3. There was no application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
4. There was no one time settlement entered into with the Banks or Financial
Institutions.
Acknowledgement & Appreciation
Your Directors express their sincere appreciation for the assistance and co-operation
received from the Government authorities, financial institutions, banks, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Company's
executives, staff and workers.
|
For and on behalf of the Board of Directors |
|
Gautam Dalmia |
Pankaj Rastogi |
|
Managing Director |
Whole Time Director and CEO |
Dated: May 13, 2025 |
|
|
Place: New Delhi |
|
|
Annexure -1
Dalmia Bharat Sugar & Industries Limited
Working Results of key businesses for the Financial Year 2024-2025
Particulars |
FY 23-24 |
FY 24-25 |
Sugar Division ('000 MT) |
|
|
Cane Crushed |
5,976 |
5,559 |
Sugar Production |
655 |
556 |
Sugar Sales |
424 |
605 |
Co-Generation |
|
|
Installed Capacity (MW) |
158 |
158 |
Production (Million Units) |
529 |
425 |
Sales (Million Units) |
224 |
207 |
Distillery |
|
|
Installed Capacity (KL/Day) |
850 |
850 |
Production ('000 KL) |
176 |
179 |
Sales ('000 KL) |
177 |
180 |
Wind Farm |
|
|
Installed Capacity (MW) |
16.55 |
16.55 |
Production (Million Units) |
26 |
21 |
Plant Load Factor |
18% |
14% |
Govan Travels |
|
|
Business Plandled ( Rs. In Crore) |
29 |
52 |
collaborate with each other for conducting pilot plant and commercial scale trials at
the Nigohi sugar unit of DBSIL regarding production of refined sugar by innovative
process.
vii. Mobile app for Grain sourcing -is a custom- developed digital platform for automating
grain procurement processes. It enables real-time tracking, monitoring, and
documentation from purchase to storage. The app improves transparency,
accountability, and efficiency in operations.
viii. Cane Development - A Bio-Lab has been established for the in-house
production of Trichoderma, promoting sustainable and organic farming practices.
Additionally, thermal and small dot matrix printers along with sensors have
been implemented at the tare weighbridge to enable automated, accurate, and
paper-efficient weighing operations, enhancing operational transparency and speed
II. Expenditure incurred on Research and Development
The Company has incurred the expenditure of Rs. 10.54 Crore on cane development during
the year.
(C) Foreign Exchange Earnings and Outgoes
i. Foreign Exchange earned in terms of actual inflows during the year is Rs. 55.81
Crore
ii. Foreign Exchange outgo during the year in terms of actual outflows is Rs. 0.01
Crore
|
For and on behalf of the Board of Directors |
|
Gautam Dalmia |
Pankaj Rastogi |
|
Managing Director |
Whole Time Director and CEO |
Dated: May 15, 2025 |
|
|
Place: New Delhi |
|
|