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

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.

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:

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 cs@nsml.in.

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:

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